Exhibit 10.11


 


EXECUTION VERSION


 





 






 



 


 


 


$150,000,000


 


LOAN
AND SECURITY AGREEMENT


 


by
and among


 


PALMER
SQUARE CAPITAL BDC INC., 

(Collateral Manager)


 


Palmer
Square BDC Funding II LLC,

(Borrower)


 


PALMER
SQUARE CAPITAL BDC INC.,

(Equityholder)


 


EACH
OF THE LENDERS FROM TIME TO TIME PARTY HERETO, 

(Lenders)


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

(Administrative Agent)


 


and


 


U.S.
BANK NATIONAL ASSOCIATION, 

(Collateral Agent and Custodian)


 


Dated
as of December 18, 2020


 


 


 





 






 






 






     


     


    




 



TABLE
                                         OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	ARTICLE
    I
	 
	DEFINITIONS
	 
	Section
    1.1	Certain
    Defined Terms	 	2
	Section
    1.2	Other
    Terms	 	44
	Section
    1.3	Computation
    of Time Periods	 	44
	Section
    1.4	Interpretation	 	44
	 	 	 	 
	ARTICLE
    II
	 
	THE
    ADVANCES AND RELATED MATTERS
	 	 	 	 
	Section
    2.1	The
    Advances	 	46
	Section
    2.2	Procedures
    for Advances by the Lenders	 	47
	Section
    2.3	Reduction
    of the Facility Amount; Principal Repayments	 	48
	Section
    2.4	Determination
    of Interest	 	49
	Section
    2.5	[Reserved]	 	49
	Section
    2.6	Borrowing
    Base Deficiency Cures	 	49
	Section
    2.7	Priority
    of Payments	 	50
	Section
    2.8	Alternate
    Priority of Payments	 	52
	Section
    2.9	Collections
    and Allocations	 	53
	Section
    2.10	Payments,
    Computations, etc	 	54
	Section
    2.11	Fees	 	55
	Section
    2.12	Increased
    Costs; Capital Adequacy; Illegality	 	55
	Section
    2.13	Taxes	 	57
	Section
    2.14	Reinvestment;
    Discretionary Sales, Substitution and Optional Sales of Loans	 	61
	Section
    2.15	Assignment
    of the Sale Agreement	 	64
	Section
    2.16	Capital
    Contributions	 	64
	Section
    2.17	Defaulting
    Lenders	 	64
	 	 	 	 
	ARTICLE
    III
	 
	CONDITIONS
    TO CLOSING AND ADVANCES
	 	 	 	 
	Section
    3.1	Conditions
    to Closing	 	65
	Section
    3.2	Conditions
    Precedent to All Advances and Acquisitions of Loans	 	68
	Section
    3.3	Custodianship;
    Transfer of Loans and Permitted Investments	 	71



 






    -i-


     


    

 


	ARTICLE
    IV
	 
	REPRESENTATIONS
    AND WARRANTIES
	 	 	 	 
	Section
    4.1	Representations
    and Warranties of the Borrower	 	72
	Section
    4.2	Representations
    and Warranties of the Borrower Relating to this Agreement and the Collateral	 	82
	Section
    4.3	Representations
    and Warranties of the Collateral Manager	 	83
	Section
    4.4	Representations
    and Warranties of the Collateral Agent	 	85
	Section
    4.5	Representations
    and Warranties of the Equityholder	 	86
	 	 	 	 
	ARTICLE
    V
	 
	GENERAL
    COVENANTS
	 	 	 	 
	Section
    5.1	Affirmative
    Covenants of the Borrower	 	86
	Section
    5.2	Negative
    Covenants of the Borrower	 	92
	Section
    5.3	Affirmative
    Covenants of the Collateral Manager	 	94
	Section
    5.4	Negative
    Covenants of the Collateral Manager	 	97
	Section
    5.5	Affirmative
    Covenants of the Collateral Agent	 	98
	Section
    5.6	Negative
    Covenants of the Collateral Agent	 	99
	Section
    5.7	Covenant
    of the Equityholder	 	99
	 	 	 	 
	ARTICLE
    VI
	 
	COLLATERAL
    ADMINISTRATION
	 	 	 	 
	Section
    6.1	Appointment
    of the Collateral Manager	 	100
	Section
    6.2	Duties
    of the Collateral Manager	 	100
	Section
    6.3	Authorization
    of the Collateral Manager	 	108
	Section
    6.4	Collection
    of Payments; Accounts	 	109
	Section
    6.5	Realization
    Upon Loans	 	110
	Section
    6.6	Collateral
    Manager Compensation	 	110
	Section
    6.7	Expense
    Reimbursement	 	111
	Section
    6.8	Reports;
    Information	 	111
	Section
    6.9	Annual
    Statement as to Compliance	 	112
	Section
    6.10	The
    Collateral Manager Not to Resign	 	113
	Section
    6.11	Collateral
    Manager Termination Events	 	113
	 	 	 	 
	ARTICLE
    VII
	 
	THE
    Collateral Agent
	 	 	 	 
	Section
    7.1	Designation
    of Collateral Agent	 	114
	Section
    7.2	Duties
    of Collateral Agent	 	114
	Section
    7.3	Merger
    or Consolidation	 	117
	Section
    7.4	Collateral
    Agent Compensation	 	117



 






    -ii-


     


    

 


	Section
    7.5	Collateral
    Agent Removal	 	117
	Section
    7.6	Limitation
    on Liability	 	118
	Section
    7.7	Resignation
    of the Collateral Agent	 	121
	Section
    7.8	Reserved	 	121
	Section
    7.9	Reserved	 	121
	Section
    7.10	Access
    to Certain Documentation and Information Regarding the Collateral; Audits	 	121
	 	 	 	 
	ARTICLE
    VIII
	 
	SECURITY
    INTEREST
	 	 	 	 
	Section
    8.1	Grant
    of Security Interest	 	122
	Section
    8.2	Release
    of Lien on Collateral	 	123
	 	 	 	 
	ARTICLE
    IX
	 
	EVENTS
    OF DEFAULT
	 
	Section
    9.1	Events
    of Default	 	124
	Section
    9.2	Remedies	 	127
	Section
    9.3	[Reserved]	 	128
	Section
    9.4	Application
    of Cash Collected	 	128
	Section
    9.5	Rights
    of Action	 	128
	Section
    9.6	Unconditional
    Rights of Lenders to Receive Principal and Interest	 	129
	Section
    9.7	Restoration
    of Rights and Remedies	 	129
	Section
    9.8	Rights
    and Remedies Cumulative	 	129
	Section
    9.9	Delay
    or Omission Not Waiver	 	130
	Section
    9.10	Waiver
    of Stay or Extension Laws	 	130
	Section
    9.11	Power
    of Attorney	 	130
	 	 	 	 
	ARTICLE
    X
	 
	INDEMNIFICATION
	 
	Section
    10.1	Indemnities
    by the Borrower	 	131
	Section
    10.2	Indemnities
    by the Collateral Manager	 	134
	 	 	 	 
	ARTICLE
    XI
	 
	THE
    ADMINISTRATIVE AGENT
	 
	Section
    11.1	Appointment	 	135
	Section
    11.2	Standard
    of Care	 	135
	Section
    11.3	Administrative
    Agent’s Reliance, etc	 	136
	Section
    11.4	Credit
    Decision with Respect to the Administrative Agent	 	136
	Section
    11.5	Indemnification
    of the Administrative Agent	 	136
	Section
    11.6	Successor
    Administrative Agent	 	137
	Section
    11.7	Payments
    by the Administrative Agent	 	137



 






    -iii-


     


    

 


	ARTICLE
    XII
	 
	MISCELLANEOUS
	 	 	 	 
	Section
    12.1	Amendments
    and Waivers	 	138
	Section
    12.2	Notices,
    etc	 	140
	Section
    12.3	Ratable
    Payments	 	141
	Section
    12.4	No
    Waiver; Remedies	 	141
	Section
    12.5	Binding
    Effect; Benefit of Agreement	 	141
	Section
    12.6	Term
    of this Agreement	 	141
	Section
    12.7	Governing
    Law	 	142
	Section
    12.8	Consent
    to Jurisdiction; Waiver of Objection to Venue	 	142
	Section
    12.9	Costs
    and Expenses	 	143
	Section
    12.10	No
    Proceedings	 	143
	Section
    12.11	Recourse
    Against Certain Parties	 	144
	Section
    12.12	Protection
    of Right, Title and Interest in the Collateral; Further Action Evidencing Advances	 	146
	Section
    12.13	Confidentiality	 	147
	Section
    12.14	Execution
    in Counterparts; Severability; Integration	 	149
	Section
    12.15	Waiver
    of Setoff	 	149
	Section
    12.16	Assignments
    by the Lenders	 	149
	Section
    12.17	Heading
    and Exhibits	 	151
	Section
    12.18	Recognition
    of the U.S. Special Resolution Regimes	 	151
	Section
    12.19	Electronic
    Signatures	 	152
	Section
    12.20	Intent
    of the Parties	 	152
	Section
    12.21	Cooperation
    with Collateral Agent and Collateral Manager	 	152
	 	 	 	 
	ARTICLE
    XIII
	 
	THE
    CUSTODIAN
	 	 	 	 
	Section
    13.1	Designation
    of Custodian	 	152
	Section
    13.2	Duties
    of the Custodian	 	152
	Section
    13.3	Concerning
    the Custodian	 	155
	Section
    13.4	Release
    of Documents	 	158
	Section
    13.5	Return
    of Required Loan Documents	 	158
	Section
    13.6	Access
    to Certain Documentation and Information Regarding the Collateral; Audits	 	159
	Section
    13.7	Merger
    or Consolidation	 	159
	Section
    13.8	Custodian
    Compensation	 	160
	Section
    13.9	Custodian
    Removal	 	160
	Section
    13.10	Resignation	 	160
	Section
    13.11	Limitations
    on Liability	 	160
	Section
    13.12	Custodian
    as Agent of Collateral Agent	 	160


 






    -iv-


     


    

 





EXHIBITS

 





	EXHIBIT A-1	Form of Funding Notice
	EXHIBIT A-2	Form of Repayment Notice
	EXHIBIT A-3	Form of Reinvestment Notice
	EXHIBIT A-4	Form of Borrowing Base Certificate
	EXHIBIT A-5	Form of Approval Notice
	EXHIBIT B	[Reserved]
	EXHIBIT C	Form of Officer’s Certificate as to Solvency
	EXHIBIT D	Form of Officer’s Closing Certificate
	EXHIBIT E	Form of Release of Underlying Instruments
	EXHIBIT F	Form of Assignment of Underlying Instruments
	EXHIBIT G	Form of Transferee Letter
	EXHIBIT H	Form of Joinder Supplement
	EXHIBIT I	Form of Section 2.13 Certificate
	EXHIBIT J	Form of Loan Checklist
	EXHIBIT K	Form of Collateral Management Report
	EXHIBIT L	Form of Custodian Report





 


SCHEDULES

 


	SCHEDULE I	Legal Names
	SCHEDULE II	Reserved
	SCHEDULE III	Agreed-Upon Procedures
	SCHEDULE IV	Moody’s Industry Classification Group List


 


ANNEXES


 


	ANNEX A	Addresses for Notices
	ANNEX B	Commitments






 






    -v-


     


    




 







LOAN
AND SECURITY AGREEMENT


 


THIS
LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”)
is made as of December 18, 2020, by and among:


 


(1) PALMER
SQUARE CAPITAL BDC INC., a Maryland corporation, as Collateral Manager (the “Collateral Manager”);


 


(2) Palmer
Square BDC Funding II LLC, a bankruptcy remote, special purpose Delaware limited liability company, as borrower (the
“Borrower”);


 


(3) PALMER
SQUARE CAPITAL BDC INC., a Maryland corporation, as equityholder (the “Equityholder”);


 


(4) EACH
OF THE LENDERS FROM TIME TO TIME PARTY HERETO (together with its respective successors and assigns in such capacity, each
a “Lender,” collectively, the “Lenders”);


 


(5) WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), as the administrative
agent hereunder (together with its successors and assigns in such capacity, the “Administrative Agent”); and


 


(6) U.S.
BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), not in its individual capacity
but as the collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”)
and as the document custodian (together with its successors and assigns in such capacity, the “Custodian”).


 


RECITALS


 


WHEREAS,
the Borrower has requested that the Lenders extend credit hereunder by providing Commitments and making Advances (each as defined
below) from time to time prior to the Reinvestment Period End Date (as defined below) for the general business purposes of the
Borrower;


 


WHEREAS,
the Borrower has requested that the Collateral Manager act as the collateral manager of the Borrower and manage the Collateral
(as defined below);


 


WHEREAS,
the Borrower and the Lenders have requested the Collateral Agent to act as collateral agent hereunder, with all covenants and
agreements made by the Borrower herein being for the benefit and security of the Secured Parties; and the Collateral Agent
is willing to accept such appointment and agrees to perform the duties and obligations of the Collateral Agent pursuant to the
terms hereof; and


 


WHEREAS,
the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein.


 






    -1-


     


    




 


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


 


ARTICLE
I



DEFINITIONS


 


Section
1.1 Certain Defined Terms.


 


Certain
capitalized terms used throughout this Agreement are defined in this Section 1.1. As used in this Agreement and its
schedules, exhibits and other attachments, unless the context requires a different meaning, the following terms shall have the
following meanings:


 


“1940
Act”: The United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.


 


“Account”:
Any of the Collateral Account, the Collection Account, the Principal Collection Account, the Interest Collection Account, the
Unfunded Exposure Account and any sub-accounts thereof deemed appropriate or necessary by the Collateral Agent or Securities Intermediary
for convenience in administering such accounts.


 


“Accreted
Interest”: Interest accrued on a Loan that is added to the principal amount of such Loan instead of being paid as it
accrues.


 


“Accrual
Period”: With respect to (a) the first Payment Date, the period from and including the Closing Date to and including
the Determination Date preceding the first Payment Date, and (b) each subsequent Payment Date, the period from and including the
day immediately following the Determination Date with respect to the immediately preceding Payment Date to and including the Determination
Date with respect to such subsequent Payment Date (or, in the case of the final Payment Date, to and including such Payment Date).


 


“Adjusted
Borrowing Value”: For any Eligible Loan, on any date, an amount equal to the product of (a) the lower of (i)
100% and (ii) the Assigned Value for such Eligible Loan on such date, multiplied by (b) the Outstanding Balance of such
Eligible Loan; provided that, the parties hereby agree that the Adjusted Borrowing Value of any Loan (or portion of
such Loan) that is no longer an Eligible Loan shall be zero.


 


“Administrative
Agent”: Wells Fargo, in its capacity as administrative agent, together with its successors and assigns, including any
successor appointed pursuant to Section 11.6.


 


“Administrative
Expenses”: All fees, expenses and indemnification payments (other than such amounts described by Section 2.7(a)(1),
(a)(2)(A), (a)(3), (a)(6) and (a)(8), Section 2.7(b)(1), (b)(2)(A), (b)(3),
(b)(7) and (b)(9) and Section 2.8(1), (2)(A), (3), (7) and (9)) due or accrued
and payable by the Borrower to any Person pursuant to any provision of any Transaction Document.


 






    -2-


     


    




 


“Advance”:
The meaning specified in Section 2.1(a).


 


“Advance
Date”: With respect to any Advance, the date on which such Advance is made.


 


“Advances
Outstanding”: On any date of determination, the aggregate principal amount of all Advances outstanding on such day,
after giving effect to all repayments of Advances and the making of new Advances on such day.


 


“Advisers
Act”: The United States Investment Advisers Act of 1940, as amended.


 


“Affected
Party”: The Administrative Agent, the Lenders and each of their respective assigns.


 


“Affiliate”:
With respect to a Person, means any other Person that, directly or indirectly, controls, is controlled by or is under common control
with such Person, or is a director or officer of such Person; provided that, for purposes of determining whether any Loan
is an Eligible Loan or any Obligor is an Eligible Obligor, the term Affiliate shall not include any Affiliate relationship which
may exist solely as a result of direct or indirect ownership of, or control by, a common Financial Sponsor. For purposes of this
definition, “control,” when used with respect to any specified Person means the possession, directly or indirectly,
of the power to vote 20% or more of the voting securities of such Person or to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Agreement”:
The meaning specified in the Preamble.


 


“Anti-Corruption
Laws”: (a) The U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and
(c) any other anti-bribery or anti-corruption laws, regulations or ordinances in any jurisdiction in which the Borrower, the Collateral
Manager, the Equityholder or any of their respective Subsidiaries is located or doing business.


 


“Anti-Money
Laundering Laws”: The Applicable Laws in any jurisdiction in which the Borrower, the Collateral Manager, the Equityholder
or any of their respective Subsidiaries are located or doing business that relates to money laundering or terrorism financing,
any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto.


 


“Applicable
Law”: For any Person or property of such Person, all existing and future laws, rules, regulations (including temporary
and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations
by any Governmental Authority which are applicable to such Person or property (including, without limitation, predatory lending
laws, usury laws, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Federal Truth in Lending Act, and Regulation
Z and Regulation B of the Board of Governors of the Federal Reserve System), and applicable judgments, decrees, injunctions, writs,
awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent
jurisdiction.


 


“Applicable
Percentage”: (a) With respect to any Eligible Loan that is a Broadly Syndicated Loan, 70.0% and (b) with respect
to any Eligible Loan that is a Middle Market Loan, 67.5%.


 


“Applicable
Spread”: The rate per annum set forth in the Fee Letter.


 


“Approval
Notice”: An approval notice signed by the Administrative Agent substantially in the form of Exhibit A-5 hereto.


 


“Asset
Coverage”: The ratio, expressed as a percentage, of (a) the value of total assets of the Equityholder, less all
liabilities and indebtedness of the Equityholder not represented by Senior Securities (as such term is defined in the 1940 Act)
to (b) the aggregate amount of Senior Securities (as such term is defined in the 1940 Act) representing indebtedness of the
Equityholder, determined on the basis of value calculated in accordance with the 1940 Act.


 


“Assigned
Value”: With respect to each Loan, the lowest (to the extent applicable) of:


 


(a) the
value of such Loan (expressed as a percentage of par) equal to the lower of (i) the Purchase Price and (ii) the value as determined
by the Administrative Agent in its sole discretion as of the date upon which such Loan is acquired by the Borrower;


 






    -3-


     


    




 


(b) on
any date following the occurrence of an Assigned Value Adjustment Event (other than as described in clauses (c) or (d) below)
with respect to such Loan, the value of such Loan (expressed as a percentage of par) as determined by the Administrative Agent
in its sole discretion; provided that, if such Loan is (as of such date of determination) a Broadly Syndicated Loan that
is rated (or the Obligor thereof is rated) at least “B-” by S&P and “B3” by Moody’s, the Assigned
Value shall be (w) the value (expressed as a percentage of par) assigned to such Loan through bid-side quotes determined by any
two of LoanX Mark It Partners, Loan Pricing Corporation or another nationally recognized pricing service or broker-dealer selected
by the Collateral Manager and approved in writing by the Administrative Agent, (x) if the Administrative Agent, in its sole discretion,
determines that the value assigned by clause (w) is not current, accurate or available, or does not represent a bona fide trading
level, the value for such Loan (expressed as a percentage of par) shall be the average of the bid-side quotes determined by three
independent broker-dealers active in the trading of such loan; or (A) if only two such bid-side quotes can be obtained, the average
of the bid-side quotes of such two bids; or (B) if only one such bid-side quote can be obtained, such bid-side quote; provided
that, if the Administrative Agent determines that any such quote is not current or accurate or does not represent a bona fide
trading level, the Administrative Agent may reject such quote, (y) if no price can be arrived at by the means described above
in clauses (w) and (x), the value for such Loan (expressed as a percentage of par) shall be the price provided by the Borrower
in a bona fide bid in writing (via standard emails sent by broker-dealers engaged in trading such loans) from a dealer and (z)
if no price can be arrived at by the means described above in clauses (w), (x) and (y), the value for such Loan (expressed as
a percentage of par) shall be the lower of (1) the original Assigned Value and (2) such value that would result in the Facility
Attachment Ratio for such Loan being lower than the “Minimum Facility Attachment Ratio” specified therefor in accordance
with the grid below; provided, further, that, solely with respect to the occurrence of an Assigned Value Adjustment
Event of the type described in clause (a)(ii) of the definition thereof with respect to any Loan (other than any Broadly
Syndicated Loans), immediately after giving effect to any such reevaluation, the Assigned Value shall not be lower than the lower
of (1) the original Assigned Value and (2) such value that would result in the Facility Attachment Ratio for such Loan being lower
than the “Minimum Facility Attachment Ratio” specified therefor in accordance with the grid below:


 


	Broadly Syndicated Loans/Middle Market Loans
	Net Senior Leverage Ratio	 	Minimum Facility Attachment Ratio	 
	Less than 4.25x	 	 	2.90	x
	Greater than or equal to 4.25 and less than 5.00x	 	 	2.80	x
	Greater than or equal to 5.00 and less than 6.00x	 	 	2.70	x
	Greater than or equal to 6.00 and less than 7.00x	 	 	2.60	x
	Greater than or equal to 7.00 and less than 8.00x	 	 	2.40	x
	Greater than or equal to 8.00x	 	 	0.00	x




 


	Designated Loans
	Total Net Leverage Ratio	 	Minimum Facility Attachment Ratio
	Less than 6.00x	 	Lesser of (x) the Facility Attachment Ratio as of the date of acquisition of such Loan and (y) 2.00x
	Greater than or equal to 6.00x	 	0.00x



 


(c) on
any date on which the Administrative Agent assigns a new value to such Loan in its sole discretion in accordance with its receipt
of a written request from the Borrower, such higher Assigned Value as determined by the Administrative Agent in its sole discretion;


 


(d) on
any date following the occurrence of an Assigned Value Adjustment Event described in clause (b), (c), (d) (solely with respect
to a Material Modification described in clause (a) of the definition thereof) or (f) of the definition thereof, zero (or, if the
Administrative Agent in its sole discretion elects to provide a higher Assigned Value, such higher Assigned Value);


 


(e) for
any Loan that is not an Eligible Loan, zero; and


 


(f) for
any Loan subject to mandatory repurchase by the Equityholder under the Sale Agreement, zero.


 






    -4-


     


    




 


Any
Assigned Value determined hereunder with respect to any Loan on any date after the date such Loan is transferred to the Borrower
shall be communicated by the Administrative Agent to the Borrower, the Collateral Manager, the Collateral Agent and the Lenders.


 


“Assigned
Value Adjustment Event”: With respect to any Eligible Loan, the occurrence of any one or more of the following events
after the related Funding Date:


 


(a) (i)
the Interest Coverage Ratio for any Relevant Test Period of the related Obligor with respect to such Loan is both (A) 85% or less
of the Interest Coverage Ratio on the date such Loan was acquired by the Borrower and (B) less than 1.50:1.00, or (ii) the Net
Senior Leverage Ratio for any Relevant Test Period of the related Obligor with respect to such Loan is both (A) greater than 0.50
higher than the Net Senior Leverage Ratio on the date such Loan was acquired by the Borrower and (B) greater than 3.50:1.00; provided
that in connection with any Revenue Recognition Implementation or any Operating Lease Implementation, the Administrative Agent
(with the consent of the Collateral Manager (such consent not to be unreasonably withheld, delayed or conditioned)) may retroactively
adjust the Interest Coverage Ratio or Net Senior Leverage Ratio for any Loan as determined on the applicable Cut-Off Date;


 


(b) an
Obligor payment default in the payment of principal or interest under such Loan (after giving effect to the shorter of (x) any
applicable grace period and (y) five (5) Business Days) or if such default is solely the result of administrative error or
discrepancy on the part of the administrative agent with respect to such Loan, seven (7) Business Days;


 


(c) an
Obligor default under such Loan, together with the election by any agent or lender (including, without limitation, the Borrower)
to accelerate such Loan or to enforce any of their other respective rights or remedies under the applicable UCC or by other institution
of legal or equitable proceedings, in each case pursuant to the applicable Underlying Instruments;


 


(d) the
entry by the Borrower into a Material Modification with respect to such Loan;


 


(e) the
failure to deliver any quarterly reports, annual reports or other financial statements (including unaudited financial statements)
provided by the related Obligor by the earlier of (i) two (2) Business Days of the Borrower’s or Collateral Manager’s
receipt thereof (after giving effect to any grace period (such period not to exceed ten (10) days) approved by the Administrative
Agent in its sole discretion) and (ii) with respect to any (A) quarterly report or statement, within sixty (60) days after the
end of the applicable quarter and (B) annual report or statement within one hundred twenty (120) days after the end of the applicable
calendar year (in each case, unless waived or otherwise agreed to by the Administrative Agent in its sole discretion) which failure
has a material adverse effect on the ability to calculate the Net Senior Leverage Ratio or the Interest Coverage Ratio of the
related Obligor; or


 






    -5-


     


    




 


(f) the
occurrence of an Insolvency Event with respect to a related Obligor (unless such Obligor was immaterial, as determined by the
Administrative Agent in its sole discretion).


 


“Available
Funds”: With respect to any Payment Date, all amounts on deposit in the Collection Account (including, without limitation,
any Collections) as of the last day of the related Accrual Period, other than (x) Excluded Amounts and (y) Principal Collections
designated for the purchase of Eligible Loans pursuant to Section 2.14 with respect to which the related trade date (but
not settlement date) has occurred.


 


“Bankruptcy
Code”: The United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.), as amended from time
to time.


 


“Base
Rate”: For any day, the rate per annum (rounded upward, if necessary, to the next 1/16 of 1%) equal to the greater
of (a) the Federal Funds Rate in effect on such day plus 1⁄2 of 1% and (b) the Prime Rate in effect on such
day.


 


“BDC
Advisor” means Palmer Square BDC Advisor LLC, together with its successors and assigns.


 


“BDC
Asset Coverage Event”: The Asset Coverage of the Equityholder and its consolidated Subsidiaries on any BDC Reporting
Date is less than the threshold required for a “business development company” under the 1940 Act.


 


“BDC
Reporting Date”: Any date on which the Equityholder publicly files its financial statements.


 


“Benchmark
Replacement”: The sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the
Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or
the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention
for determining a rate of interest as a replacement to the LIBOR Rate for Dollar-denominated syndicated credit facilities and
(b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than
zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.


“Benchmark
Replacement Adjustment”: With respect to any replacement of the LIBOR Rate with an Unadjusted Benchmark Replacement
for each applicable Accrual Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which
may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration
to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of the LIBOR Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or
(ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of the LIBOR Rate with the applicable Unadjusted Benchmark Replacement for Dollar-denominated
syndicated credit facilities at such time.


 






    -6-


     


    




 


“Benchmark
Replacement Conforming Changes”: With respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Base Rate,” “Federal Funds Rate”, the definition of “Accrual
Period,” the timing and frequency of determining rates and making payments of interest and other administrative matters)
that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement
and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice
(or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible
or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists,
in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration
of this Agreement).


 


“Benchmark
Replacement Date”: The earlier to occur of the following events with respect to the LIBOR Rate:


 


(1) in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the
public statement or publication of information referenced therein and (b) the date on which the administrator of the LIBOR Rate
permanently or indefinitely ceases to provide the LIBOR Rate; or


 


(2) in
the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein.


 


“Benchmark
Transition Event”: The occurrence of one or more of the following events with respect to the LIBOR Rate:


 


(1) a
public statement or publication of information by or on behalf of the administrator of the LIBOR Rate announcing that such administrator
has ceased or will cease to provide the LIBOR Rate, permanently or indefinitely, provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide the LIBOR Rate;


 


(2) a
public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate, the U.S.
Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBOR Rate, a resolution authority
with jurisdiction over the administrator for the LIBOR Rate or a court or an entity with similar insolvency or resolution authority
over the administrator for the LIBOR Rate, which states that the administrator of the LIBOR Rate has ceased or will cease to provide
the LIBOR Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide the LIBOR Rate; or


 


(3) a
public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate announcing
that the LIBOR Rate is no longer representative.


 


“Benchmark
Transition Start Date”: (a) In the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark
Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if
the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement
or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required
Lenders, as applicable, by notice to the Borrower, the Administrative Agent (in the case of such notice by the Required Lenders)
and the Lenders.


 






    -7-


     


    




 


“Benchmark
Unavailability Period”: If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with
respect to the LIBOR Rate and solely to the extent that the LIBOR Rate has not been replaced with a Benchmark Replacement, the
period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement
has replaced the LIBOR Rate for all purposes hereunder in accordance with Section 12.1 and (y) ending at the time that
a Benchmark Replacement has replaced the LIBOR Rate for all purposes hereunder pursuant to Section 12.1.


 


“Beneficial
Ownership Certification”: A certification regarding beneficial ownership required by the Beneficial Ownership Regulation,
which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners
of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry
and Financial Markets Association.


 


“Beneficial
Ownership Regulation”: 31 C.F.R. § 1010.230.


 


“BHC
Act Affiliate”: The meaning assigned to the term “affiliate” in, and shall be interpreted in accordance
with, 12 U.S.C. § 1841(k).


 


“Borrower”:
The meaning specified in the Preamble.


 


“Borrower’s
Notice”: Any (a) Funding Notice, (b) Repayment Notice or (c) Reinvestment Notice.


 


“Borrowing
Base”: As of any Measurement Date, an amount equal to the least of:


 


(a) the
aggregate sum of (i) the sum of the products, for each Eligible Loan as of such date, of (A) the Applicable Percentage for
each such Eligible Loan as of such date and (B) the Adjusted Borrowing Value of each such Eligible Loan as of such date,
plus (ii) the amount on deposit in the Principal Collection Account as of such date, minus (iii) the Unfunded
Exposure Equity Amount, plus (iv) the amount on deposit in the Unfunded Exposure Account;


 


(b) (i) the
aggregate Adjusted Borrowing Value of all Eligible Loans as of such date, minus (ii) the Minimum Equity Amount, plus
(iii) the amount on deposit in the Principal Collection Account as of such date, minus (iv) the Unfunded Exposure
Equity Amount, plus (v) the amount on deposit in the Unfunded Exposure Account; and


 






    -8-


     


    




 


(c) (i)
the Facility Amount, minus (ii) the Unfunded Exposure Amount, plus (iii) the lesser of (x) the Unfunded Exposure
Amount and (y) the amount on deposit in the Unfunded Exposure Account.


 


“Borrowing
Base Certificate”: A certificate in the form of Exhibit A-4, prepared by the Collateral Manager.


 


“Borrowing
Base Deficiency”: A condition occurring on any date on which the Advances Outstanding exceed the Borrowing Base.


 


“Breakage
Costs”: With respect to any Lender and to the extent requested by such Lender in writing (which writing shall set forth
in reasonable detail the basis for requesting any such amounts), any amount or amounts as shall compensate such Lender for any
loss (excluding loss of anticipated profits), cost or expense actually incurred by such Lender as a result of the liquidation
or re-employment of deposits or other funds required by the Lender if any payment by the Borrower of Advances Outstanding or Interest
occurs on a date other than a Payment Date (for avoidance of doubt, the Breakage Costs in respect of any such payment by the Borrower
on any Payment Date shall be deemed to be zero). All Breakage Costs shall be due and payable hereunder on each Payment Date in
accordance with Section 2.7 and Section 2.8. The determination by the applicable Lender of the amount
of any such loss, cost or expense shall be conclusive absent manifest error.


 


“Broadly
Syndicated Loan”: A Loan that (i) satisfies the definition of Middle Market Loan (other than clause (i) thereof), (ii)
as of the date of acquisition by the Borrower, has a Tranche Size of at least $350,000,000, (iii) as of the date of its acquisition
by the Borrower, is rated by both S&P and Moody’s (or the Obligor thereof is rated by S&P and Moody’s) and
is rated at least “B-” and “B3”, respectively, (iv) as of the date of acquisition by the Borrower, has
a most recently calculated Net Senior Leverage Ratio of 5.0x or less and (v) has an EBITDA for the prior twelve calendar months
of $75,000,000 or greater (on the date of acquisition by the Borrower).


 


“Business
Day”: Any day (other than a Saturday or a Sunday) on which banks are not required or authorized to be closed in New
York, New York, Florence, South Carolina or Chicago, Illinois; or the United States location of the Securities Intermediary, the
Custodian or the Collateral Agent’s Corporate Trust Office; provided that, if any determination of a Business Day
shall relate to an Advance bearing interest at LIBOR, the term “Business Day” shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank market. For avoidance of doubt, if the offices of the
Collateral Agent are authorized by applicable law, regulation or executive order to close on any day but such offices remain open
on such day, such day shall not be a “Business Day.”


 


“Capital
Stock”: Any and all shares, interests, participations or other equivalents (however designated) of capital stock of
a corporation or limited liability company, any and all similar ownership interests in a Person (other than a corporation), and
any and all warrants, rights or options to purchase any of the foregoing.


 


“Cash”:
Cash or legal currency of the United States as at the time shall be legal tender for payment of all public and private debts.


 






    -9-


     


    




 


“Cash
Interest Expense”: With respect to any Obligor for any period, the amount which, in conformity with GAAP, would be set
forth opposite the caption “interest expense” (exclusive of any Accreted Interest that, according to the term of the
Underlying Instruments, can never be converted to cash interest that is due and payable prior to maturity) or any like caption
reflected on the most recent financial statements delivered by such Obligor to the Borrower for such period.


 


“Certificated
Security”: The meaning specified in Section 8-102(a)(4) of the UCC.


 


“Change
of Control”: The occurrence of any of the following events: (a) with respect to the Borrower, the Equityholder ceases
to own, of record, beneficially and directly, 100% of the Capital Stock of the Borrower, or (b) with respect to the Collateral
Manager or the Equityholder, (i) the failure of Palmer Square BDC Advisor LLC to be its investment adviser or (ii) Palmer Square
Capital Management LLC or any of its Affiliates (individually or in the aggregate) ceases to directly or indirectly own more than
50% of the membership interests of Palmer Square BDC Advisor LLC.


 


“Clearing
Agency”: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.


 


“Clearing
Corporation”: The meaning specified in Section 8-102(a)(5) of the UCC.


 


“Closing
Date”: December 18, 2020.


 


“Code”:
The Internal Revenue Code of 1986, as amended from time to time.


 


“Collateral”:
All of the Borrower’s right, title and interest in, to and under (in each case, whether now owned or existing, or hereafter
acquired or arising) all “Accounts” (as defined in the UCC), General Intangibles, Instruments and Investment Property:


 


(a) all
Loans, Permitted Investments and Equity Securities, all payments thereon or with respect thereto and all contracts to purchase,
commitment letters, confirmations and due bills relating to any Loans, Permitted Investments or Equity Securities;


 


(b) the
Accounts (as defined in this Section 1.1), deposit accounts, securities accounts and all Cash and Financial Assets credited
thereto and all income from the investment of funds therein;


 


(c) all
Transaction Documents to which the Borrower is a party;


 


(d) all
funds delivered to the Collateral Agent (directly or through an Intermediary or custodian) (other than funds determined by the
Administrative Agent in its sole discretion to be Excluded Amounts);


 






    -10-


     


    

 


(e) all
accounts, accessions, profits, income benefits, proceeds, substitutions and replacements, whether voluntary or involuntary, of
and to any of the property of the Borrower described in the preceding clauses; and


 


(f) any
and all other property of any type or nature owned by it;


 


provided,
that the “Collateral” shall not include Excluded Amounts or amounts paid to the Borrower pursuant to Section 2.7(a)(9),
Section 2.7(b)(10) or Section 2.8(10) or any account or accounts owned by the Borrower used solely for the purpose
of holding such amounts.


 


“Collateral
Account”: A Securities Account created and maintained on the books and records of the Securities Intermediary entitled
“Collateral Account” in the name of the Borrower and subject to the Lien of the Collateral Agent for the benefit of
the Secured Parties.


 


“Collateral
Agent”: U.S. Bank, not in its individual capacity, but solely as Collateral Agent, its successor in interest pursuant
to Section 7.3 or such Person as shall have been appointed Collateral Agent pursuant to Section 7.5.


 


“Collateral
Agent Fee”: The fees, expenses and indemnities set forth as such in the Collateral Agent and Custodian Fee Letter and
as provided for in this Agreement or any other Transaction Document.


 


“Collateral
Agent and Custodian Fee Letter”: The fee schedule of the Collateral Agent and Custodian as accepted and acknowledged
by the Borrower.


 


“Collateral
Agent Termination Notice”: The meaning specified in Section 7.5.


 


“Collateral
Database”: The meaning specified in Section 7.2(b)(x).


 






    -11-


     


    




 


“Collateral
Management Fee”: The fee payable to the Collateral Manager on each Payment Date in arrears in respect of each Accrual
Period pursuant to Sections 2.7(a)(2) and (b)(2) or Section 2.8(2), as applicable, unless waived pursuant
to Section 6.6, which fee shall be equal to the product of (a) the result obtained by dividing (x) the numerical mean of
the aggregate Adjusted Borrowing Value of all Loans owned by the Borrower on the first day and the last day of such Accrual Period
by (y) the number of days in such Accrual Period divided by 360 and (b) 0.50%; provided, that, so long as
Palmer Square BDC Inc. is the Collateral Manager, the Collateral Management Fee shall be waived.


 


“Collateral
Management Report”: A statement substantially in the form of Exhibit K and signed by a Responsible Officer of
the Collateral Manager including (A) for each such statement delivered on a Reporting Date, (a) a calculation of the Borrowing
Base as of the immediately prior Determination Date, (b) the Loan Tape calculated as of the most recent Determination Date, (c)
in any month in which a Payment Date occurs, amounts to be remitted pursuant to Section 2.7 or Section 2.8, as applicable,
to the applicable parties (which shall include any applicable wiring instructions of the parties receiving payment), and (d) each
other section of the Collateral Management Report as of the immediately prior Determination Date, and (B) for each other statement,
(a) a calculation of the Borrowing Base as of such date of determination and (b) the Loan Tape calculated as of such date of determination,
provided that it is understood that other sections of the Loan Tape shall be current only as of the last Determination
Date.


 


“Collateral
Manager”: The meaning specified in the Preamble.


 


“Collateral
Manager Indemnified Party”: The meaning specified in Section 10.2.


 


“Collateral
Manager Reimbursable Expenses”: The meaning specified in Section 6.7.


 


“Collateral
Manager Standard”: The meaning specified in Section 6.2(e).


 


“Collateral
Manager Termination Event”: The occurrence of any one of the following:


 


(a) any
failure on the part of the Collateral Manager to duly observe or perform the covenants or agreements of the Collateral Manager
set forth in any Transaction Document to which the Collateral Manager is a party (including, without limitation, any material
delegation of the Collateral Manager’s duties not permitted by this Agreement), which failure (if such failure can be remedied)
has a Material Adverse Effect and continues unremedied for a period of thirty (30) days after the earlier to occur of (i) the
date on which written notice of such failure shall have been delivered to the Collateral Manager by any Lender or the Borrower,
and (ii) the date on which a Responsible Officer of the Collateral Manager acquires actual knowledge thereof;


 


(b) an
Insolvency Event shall occur with respect to the Collateral Manager;


 


(c) the
occurrence of a Change of Control with respect to the Collateral Manager;


 


(d) the
occurrence of an Event of Default;


 


(e) any
representation, warranty or certification made by the Collateral Manager in any Transaction Document or in any certificate delivered
pursuant to any Transaction Document shall prove to have been incorrect when made, which inaccuracy has a Material Adverse Effect
on the Lenders and which continues to be unremedied for a period of thirty (30) days after the earlier to occur of (i) the date
on which written notice of such inaccuracy shall have been given to the Collateral Manager by any Lender or the Borrower and (ii)
the date on which a Responsible Officer of the Collateral Manager acquires actual knowledge thereof;


 


(f) the
occurrence or existence of any change with respect to the Collateral Manager which has a material and adverse effect on the Collateral
Manager’s ability to perform its obligations under the Transaction Documents;


 


(g) (i)
the BDC Advisor or an Affiliate thereof ceases to manage the Equityholder without the prior written consent of the Administrative
Agent, (ii) Palmer Square BDC Inc. ceases to be Collateral Manager, or (iii) the Collateral Manager assigns any of its rights
or obligations under any Transaction Document to any Person other than Palmer Square BDC Advisor LLC;


 






    -12-


     


    




 


(h) any
failure by the Collateral Manager to deliver any (i) portfolio level monitoring reports (other than any portfolio level monitoring
reports not yet received by the Collateral Manager) required to be delivered by the Collateral Manager hereunder on or before
the date occurring five (5) Business Days after notice of such failure or such request is delivered to the Collateral Manager
by the Administrative Agent or (ii) other Required Reports (other than any Required Reports not yet received by the Collateral
Manager) required to be delivered by the Collateral Manager hereunder on or before the date occurring five (5) Business Days after
written notice of such failure is delivered to the Collateral Manager by the Administrative Agent;


 


(i) the
failure of the Collateral Manager to make any payment when due (after giving effect to any related grace period) with respect
to any borrowed money which exceeds $5,000,000 in the aggregate, or the occurrence of any event or condition that has resulted
in the acceleration of such borrowed money, whether or not waived;


 


(j) the
rendering against the Collateral Manager of one or more final non-appealable judgments, decrees or orders for the payment of money
in excess of $5,000,000, individually or in the aggregate, and the Collateral Manager shall not have, within forty-five (45) days
of the rendering thereof, either (i) had any such judgment, decree or order dismissed or (ii) perfected a timely appeal of such
judgment, decree or order and caused the execution of such judgment, decree or order to be stayed during the pendency of the appeal;


 


(k) any
failure by the Collateral Manager to deposit (or caused to be deposited) into the Collection Account any Collections received
by it within two (2) Business Days of the date required in accordance with Section 2.9(a) (or, if such failure is
solely due to administrative error by the Collateral Agent within five (5) Business Days following the earlier of notice to the
Collateral Manager or actual knowledge of the Collateral Manager; or


 


(l) both
of Chris Long and Angie Long (a “Key Person”) cease to devote substantially all of their business time to the
affairs (including, but not limited to, general management, underwriting, and the credit approval process and credit monitoring
activities) of the Collateral Manager or the Borrower and their respective Affiliates and such failure continues for 60 days (the
“Key Person Grace Period”); provided that the replacement of a Key Person shall be required to be approved
by the Administrative Agent in its sole direction.


 


“Collateral
Manager Termination Notice”: The meaning specified in Section 6.11.


 


“Collection
Account”: A Securities Account created and maintained on the books and records of the Securities Intermediary entitled
“Collection Account” in the name of the Borrower and subject to the Lien of the Collateral Agent for the benefit of
the Secured Parties. The Collection Account shall have at least two sub-accounts, the Interest Collection Account and the Principal
Collection Account.


 






    -13-


     


    




 


“Collection
Date”: The date on which the Obligations have been irrevocably paid in full in accordance with Section 2.3(b)
and Section 2.7 or 2.8, as applicable, and the Commitments have been irrevocably terminated in full pursuant
to Section 2.3(a) or as a result of the end of the Reinvestment Period.


 


“Collections”:
(a) All Cash collections and other Cash proceeds of any Loan, including, without limitation or duplication, any Interest
Collections, Principal Collections, amendment fees, late fees, prepayment fees, waiver fees or other amounts received in respect
thereof (but excluding any Excluded Amounts) and (b) earnings on Permitted Investments or otherwise in any Account. For the
avoidance of doubt, Advances shall not constitute Collections.


 


“Commitment”:
With respect to each Lender, the commitment of such Lender to make Advances in accordance herewith prior to the Reinvestment Period
End Date, in an aggregate amount not to exceed the Facility Amount and, for each Lender, the amount opposite such Lender’s
name set forth on Annex B hereto or on Schedule I to the Joinder Supplement relating to each such Lender.


 


“Commitment
Reduction Fee”: With respect to any reduction of the Facility Amount pursuant to Section 2.3(a), an amount
equal to the product of (a) the amount of such reduction multiplied by (b) the applicable Commitment Reduction
Percentage.


 


“Commitment
Reduction Percentage”: (a) On or prior to the first anniversary of the Closing Date, 2.00% and (b) after the first
anniversary of the Closing Date, and on or prior to the second anniversary of the Closing Date, 1.00%.


 


“Contractual
Obligation”: With respect to any Person, any provision of any securities issued by such Person or any material mortgage,
deed of trust, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or
any of its property is bound or to which either is subject.


 


“Corporate
Trust Office”: The applicable designated corporate trust office of the Collateral Agent, the Custodian or the Securities
Intermediary at which this Agreement or the Account Control Agreement, as applicable, is administered specified on Annex A
hereto, or such other address within the United States as the Collateral Agent, the Custodian or the Securities Intermediary
may designate from time to time by at least 30 days’ prior written notice to the Administrative Agent.


 


“Covered
Party”: Any Secured Party that is one of the following: (i) a “covered entity” as that term is defined in,
and interpreted in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. §47.3(b), or any subsidiary of such a covered bank to which 12 C.F.R. Part 47 applies
in accordance with 12 C.F.R. §47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in
accordance with, 12 C.F.R. §382.2(b).


 






    -14-


     


    




 


“Custodian”:
U.S. Bank, not in its individual capacity, but solely as Custodian, its successor in interest pursuant to Section 13.7 or such
Person as shall have been appointed Custodian pursuant to Section 13.10.


 


“Custodian
Fee”: The fees, expenses and indemnities set forth as such in the Collateral Agent and Custodian Fee Letter and as provided
for in this Agreement or any other Transaction Document.


 


“Custodian
Report”: The meaning specified in Section 13.2(b)(ii).


 


“Custodian
Termination Notice”: The meaning specified in Section 13.9.


 


“Cut-Off
Date”: With respect to each Loan, the date such Loan is acquired by the Borrower.


 


“Default”:
Any event that, with the giving of notice or the lapse of time, or both, would become an Event of Default.


 


“Default
Right”: The meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.


 


“Defaulting
Lender”: Any Lender that (i) has failed to fund any portion of the Advances required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, (ii) has otherwise failed to pay over to the Administrative
Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due,
unless such amount is the subject of a good faith dispute, (iii) has notified the Borrower, the Administrative Agent or any other
Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public
statement to the effect that it does not intend to comply or has failed to comply with its funding obligations under this Agreement
or generally under other agreements in which it commits or is obligated to extend credit, or (iv) has become or is insolvent or
has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed
for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding
or appointment.


 


“Delayed
Draw Loan”: A Loan that is (x) fully committed on the initial funding date of such Loan and (y) requires one or more
future advances to be made by the Borrower and which does not permit the re-borrowing of any amount previously repaid by the related
Obligor; provided that such loan shall only be considered a Delayed Draw Loan for so long as any future funding obligations
remain in effect and only with respect to any portion which constitutes a future funding obligation; provided further,
such Delayed Draw Loan shall exclude any Retained Interest.


 


“Designated
Loan”: Any Loan that the Administrative Agent, in its sole discretion, has designated as a “Designated Loan”
on the related Approval Notice solely for the purposes of determining the Assigned Value of such Loan in reference to the “Minimum
Facility Attachment Ratio” specified therefor and set forth in the definition of “Assigned Value.”


 






    -15-


     


    




 


“Determination
Date”: The last day of each calendar month.


 


“Discretionary
Sale”: The meaning specified in Section 2.14(c).


 


“Dollars”:
Means, and the conventional “$” signifies, the lawful currency of the United States.


 


“Early
Opt-in Election”: The occurrence of:


 


(1) (i)
a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with a
copy to the Borrower and the Collateral Manager) that the Required Lenders have determined that Dollar-denominated syndicated
credit facilities being executed at such time, or that include language similar to that contained in Section 12.1 are being executed
or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBOR Rate, and


 


(2) (i)
the election by the Administrative Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in Election
has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower,
the Collateral Manager and the Lenders or by the Required Lenders of written notice of such election to the Administrative Agent.


 


“EBITDA”:
With respect to the Relevant Test Period with respect to the related Loan, the meaning of “EBITDA,” “Adjusted
EBITDA” or any comparable definition in the Underlying Instruments for such Loan, and in any case that “EBITDA,”
“Adjusted EBITDA” or such comparable definition is not defined in such Underlying Instruments, an amount, for the
Obligors on such Loan (determined on a consolidated basis without duplication in accordance with GAAP) equal to earnings from
continuing operations for such period plus (a) interest expense, (b) income taxes, (c) depreciation and
amortization for such Relevant Test Period (to the extent deducted in determining earnings from continuing operations for such
period), (d) amortization of intangibles (including, but not limited to, goodwill, financing fees and other capitalized costs),
other non-cash charges and organization costs, (e) extraordinary losses in accordance with GAAP, (f) one-time, non-recurring
non-cash charges consistent with the compliance statements and financial reporting packages provided by the Obligors, and (g) any
other item the Borrower and the Administrative Agent mutually deem to be appropriate.


 


“Eligible
Loan”: Each Loan which complies with each of the following eligibility requirements (unless, at the written request
of the Borrower or the Collateral Manager on behalf of the Borrower, the Administrative Agent in its sole discretion agrees to
waive any such eligibility requirement with respect to such Loan):


 


(a) such
Loan has been approved by the Administrative Agent in its sole discretion as evidenced by an Approval Notice delivered by the
Administrative Agent with respect to such Loan;


 


(b) such
Loan is a Broadly Syndicated Loan or a Middle Market Loan;


 






    -16-


     


    




 


(c) such
Loan is either not a “registration required obligation” within the meaning of Section 163(f)(2) of the Code, or is
Registered;


 


(d) after
giving effect to the Borrower’s acquisition thereof, the Borrower has good and marketable title to, and is the sole owner
of, such Loan, and the Borrower has granted to the Collateral Agent for the benefit of the Secured Parties a valid and perfected
first priority (subject to Permitted Liens) security interest in such Loan and the related Collections and Underlying Instruments;


 


(e) each
Obligor with respect to such Loan is an Eligible Obligor;


 


(f) such
Loan is payable in Dollars and does not permit the currency in which such Loan is payable to be changed;


 


(g) such
Loan complies with each of the representations and warranties made by the Borrower and the Collateral Manager in the Transaction
Documents with respect thereto and all written factual information (other than projections, forward-looking information, general
economic data or industry information and with respect to any information or documentation prepared by the Collateral Manager
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) provided by the Borrower
or the Collateral Manager with respect to such Loan is true and correct in all material respects after giving effect to any updates
thereto (or, with respect to information relating to third parties, is true and correct in all material respects to the actual
knowledge of the Collateral Manager) as of the date such information is provided;


 


(h) such
Loan and any Underlying Assets (and the acquisition by the Borrower thereof) (i) comply with and will not violate in any material
respect any Applicable Law or (ii) will not cause any Lender (as notified to the Borrower and the Collateral Manager by such Lender
in its commercially reasonable judgment) to fail to comply with any request or directive (whether or not having force of law)
from any Governmental Authority having jurisdiction over such Lender;


 


(i) such
Loan and the Underlying Instruments related thereto, are eligible (after giving effect to the provisions of Sections 9-406 and
9-408 of the UCC) to be sold, assigned or transferred to the Borrower and to have a security interest therein granted to the Collateral
Agent, as agent for the Secured Parties, and neither the sale, transfer or assignment of such Loan to the Borrower, nor the granting
of a security interest hereunder to the Collateral Agent, violates, conflicts with or contravenes (and are permitted by) any Applicable
Law or any material contractual or other restriction, limitation or encumbrance;


 


(j) as
of the Cut-Off Date, it is not the subject of an offer of exchange or tender by the related Obligor for Cash, securities or any
other type of consideration, and has not been called for redemption or tender into any other security or property that is not,
on the date of such investment, a Loan;


 






    -17-


     


    




 


(k) as
of the Cut-Off Date, it (A) is not an Equity Security and (B) does not provide by its terms for the conversion or exchange into
an Equity Security at any time on or after the date it is included as part of the Collateral;


 


(l) no
interest required by the related Underlying Instruments to be paid in Cash has previously been deferred or capitalized as principal
and not subsequently paid in full;


 


(m) the
repayment of such Loan is not subject to material non-credit related risk (for example no payment is expressly contingent upon
the nonoccurrence of a catastrophe), as reasonably determined by the Collateral Manager in accordance with the Collateral Manager
Standard on the related Cut-Off Date;


 


(n) the
acquisition of such Loan will not cause the Borrower or the pool of Collateral to be required to register as an investment company
under the 1940 Act;


 


(o) such
Loan is not a “purpose credit” (within the meaning of Regulation U) advanced for the acquisition of Margin Stock;


 


(p) such
Loan provides for a fixed amount of principal payable in Cash no later than its stated maturity;


 


(q) such
Loan provides for periodic payments of interest in Cash no less frequently than semi-annually;


 


(r) such
Loan gives rise only to payments that are not subject to any withholding tax unless the Obligor thereon is required under the
terms of the related Underlying Instrument to make “gross up” payments that cover the full amount of such withholding
tax on an after tax basis;


 


(s) as
of the applicable Cut-Off Date, such Loan is not principally secured by real estate and underwritten as a mortgage loan;


 


(t) (A)
as of the date such Loan is first included as part of the Collateral, the Obligor with respect to such Loan had full legal capacity
to execute and deliver the related Underlying Instruments and (B) such Loan and the related Underlying Instruments (i) are in
full force and effect and constitute the legal, valid and binding obligation of the related Obligor and each guarantor of such
Obligor’s obligations thereunder and enforceable against such Obligor and each such guarantor in accordance with their terms,
subject to usual and customary bankruptcy, insolvency and equity limitations, (ii) is not subject to, or the subject of any assertions
in respect of, any litigation, dispute or offset, and (iii) contain provisions substantially to the effect that the Obligor’s
and each guarantor’s payment obligations thereunder are absolute and unconditional without any right of rescission, setoff,
counterclaim or defense for any reason against the Equityholder, the Borrower or any assignee;


 


(u) such
Loan has an original term to stated maturity that does not exceed ninety-six (96) months;


 






    -18-


     


    




 


(v) reserved;


 


(w) the
Custodian has received (or, in accordance with Section 3.2(j), will receive) the related Required Loan Documents and all
servicing files are being or shall be maintained at the principal place of business of the Collateral Manager;


 


(x) as
of the applicable Cut-Off Date, it was not in default in respect of payment of principal, interest or any other amounts required
to be paid thereunder;


 


(y) as
of the applicable Cut-Off Date, there is no payment default and such Loan has not been accelerated pursuant to the Underlying
Instruments;


 


(z) the
Underlying Instruments for such Loan do not contain a confidentiality provision that would prohibit the Collateral Agent, the
Administrative Agent or any Lender from accessing all necessary information (as required to be provided pursuant to the Transaction
Documents) with regard to such Loan if such Persons agree to comply with customary and market confidentiality provisions;


 


(aa) as
of the applicable Cut-Off Date, if such Loan is one of a number of loans made to the same Obligor at the same seniority in such
Obligor’s capital structure, such Loan and all such other loans contain standard cross-collateralization and cross-default
or cross-acceleration provisions;


 


(bb) the
rights to service, administer and enforce all rights and remedies under the related Underlying Instruments inure to the benefit
of the holder of such Loan or its designee (including the administrative agent for such Loan);


 


(cc) no
related Obligor is subject to an Insolvency Proceeding;


 


(dd) the
sum of the Adjusted Borrowing Value of all Eligible Loans that are fixed-rate Loans does not exceed the greater of (i) 10% of
the Outstanding Balances of all Loans plus the cash and eligible investments in the Principal Collection Account and (ii) $15,000,000;


 


(ee) the
sum of the Adjusted Borrowing Value of all Eligible Loans made to a single Obligor and its Affiliate does not exceed $6,250,000;


 


(ff) the
Unfunded Exposure Amount of all Delayed Draw Loans and Revolving Loans (plus the aggregate funded principal balance of all revolving
loans) shall not exceed the greater of (i) 10.0% of the aggregate Outstanding Balances of all Loans plus the sum of cash
and eligible investments in the Principal Collection Account and (ii) $15,000,000; provided that Revolving Loans shall
not constitute more than (x) 5% in the case of clause (i) and (y) $7,500,000 in the case of clause (ii);


 


(gg) the
sum of the Adjusted Borrowing Value of all Eligible Loans which pay interest less frequently than quarterly does not exceed the
greater of (i) 5% of the Outstanding Balances of all Loans plus the cash and eligible investments in the Principal Collection
Account and (ii) $5,000,000;


 






    -19-


     


    




 


(hh) such
Loan, together with the Underlying Instruments related thereto, is not subject to, or the subject of any written assertions in
respect of, any material litigation, dispute or offset;


 


(ii) if
such Loan is acquired by the Borrower from the Equityholder, (i) such Loan was sourced or originated by the Equityholder or its
Affiliates in the ordinary course of business, and (ii) the Equityholder has caused its master computer records to be clearly
and unambiguously marked to indicate that such Loan has been sold to the Borrower;


 


(jj) to
the knowledge of the Borrower, the Obligor with respect to such Loan (and each other material guarantor of such Obligor’s
obligations thereunder) had full legal capacity to execute and deliver the related Underlying Instruments;


 


(kk) for
any Loan originated by the Equityholder or its Affiliates, the Equityholder or its applicable Affiliate had all necessary licenses
and permits to originate such Loan in the State where the related Obligor is located, except where the failure to have such licenses
and permits would not have a Material Adverse Effect;


 


(ll) to
the extent required by Applicable Law, the Borrower has all necessary licenses and permits to purchase and own such Loan and enter
into the applicable Underlying Instruments as a lender in the State where such Obligor is located except where the failure to
have such licenses or permits would not have a material adverse effect on the Borrower or any Secured Party;


 


(mm) neither
the related Obligor, any other party obligated with respect to such Loan or any Governmental Authority has alleged in writing
that such Loan or any related Underlying Instrument is illegal or unenforceable;


 


(nn) such
Loan requires the related Obligor to maintain the Underlying Assets for such Loan in good repair and to maintain adequate insurance
with respect thereto; and


 


(oo) such
Loan and any Underlying Assets have not, and will not, be used by the related Obligor in any manner or for any purpose that would
result in any material risk of liability being imposed upon the Borrower or any Secured Party under any Applicable Law.


 


“Eligible
Obligor”: On any date of determination, any Obligor that:


 


(a) is
(i) a business organization (and not a natural person) duly organized and validly existing under the laws of its jurisdiction
and (ii) domiciled and organized or incorporated in the United States or any State thereof or Canada or any territory thereof;


 


(b) is
a legal operating entity or holding company;


 






    -20-


     


    




 


(c) has
not entered into the Loan primarily for personal, family or household purposes;


 


(d) is
not a Governmental Authority;


 


(e) unless
otherwise approved by the Administrative Agent, is not an Affiliate of the Borrower;


 


(f) as
of the Cut-Off Date, the Obligor has evidenced EBITDA for the most recent twelve month reporting period of not less than $5,000,000
for the twelve month period then ending; and


 


(g) is
not (and has not been for at least three years) the subject of an Insolvency Event.


 


“Employee
Plan”: At any time, an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is subject
to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA (other than a Multiemployer Plan).


 


“Equity
Amount”: The aggregate sum of (a) the Adjusted Borrowing Value for each Eligible Loan plus (b) the amount on
deposit in the Principal Collection Account minus (c) the Unfunded Exposure Equity Amount plus (d) the amounts on
deposit in the Unfunded Exposure Account minus (e) the Advances Outstanding.


 


“Equityholder”:
Palmer Square Capital BDC Inc.


 


“Equity
Security”: Any stock or similar security, certificate of interest or participation in any profit sharing agreement,
preorganization certificate or subscription, transferable share, voting trust certificate or certificate of deposit for an equity
security, limited partnership interest, interest in a joint venture, or certificate of interest in a business trust; any security
future on any such security; or any security convertible, with or without consideration into such a security, or carrying any
warrant or right to subscribe to or purchase such a security; or any such warrant or right; or any put, call, straddle, or other
option or privilege of buying such a security from or selling such a security to another without being bound to do so.


 


“ERISA”:
The United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated
or issued thereunder.


 


“ERISA
Affiliate”: Each person (as defined in Section 3(9) of ERISA) that is a member of a controlled group that includes,
or is under common control with, the Borrower, within the meaning of Section 414(b) or (c) of the Code or, for purposes of
ERISA Section 302 and Code Section 412, Section 414(m) or (o) of the Code.


 


“Eurodollar
Disruption Event”: The occurrence of any of the following: (a) any Lender shall have notified the Administrative
Agent, the Collateral Agent, the Collateral Manager and the Borrower of a determination by such Lender that it would be contrary
to law or to the directive of any central bank or other Governmental Authority (whether or not having the force of law) to obtain
Dollars in the London interbank market to fund any Advance, (b) any Lender shall have notified the Administrative Agent,
the Collateral Agent, the Collateral Manager and the Borrower of a determination by such Lender that the rate at which Dollars
are being offered to such Lender in the London interbank market does not accurately reflect the cost to such Lender of making,
funding or maintaining any Advance or (c) any Lender shall have notified the Administrative Agent, the Collateral Agent,
the Collateral Manager and the Borrower of the inability of such Lender, as applicable, to obtain Dollars in the London interbank
market to make, fund or maintain any Advance.


 






    -21-


     


    




 


“Events
of Default”: The meaning specified in Section 9.1.


 


“Excepted
Persons”: The meaning specified in Section 12.13(a).


 


“Exchange
Act”: The United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Excluded
Amounts”: (i) Any amount received in the Collection Account with respect to any Loan included as part of the Collateral,
which amount is attributable to the reimbursement of payment by the Borrower of any Tax, fee or other charge imposed by any Governmental
Authority on such Loan or on any Underlying Assets, (ii) any interest or fees (including origination, agency, structuring, management
or other up-front fees) that are for the account of the Equityholder or any other Person from whom the Borrower purchased such
Loan (including, without limitation, interest accruing prior to the date such Loan is purchased by the Borrower), (iii) any reimbursement
of insurance premiums, (iv) any escrows relating to Taxes, insurance and other amounts in connection with Loans which are held
in an escrow account for the benefit of the Obligor and the secured party pursuant to escrow arrangements under Underlying Instruments
or (v) any amount deposited into the Collection Account in error, in each case as determined by the Administrative Agent.


 


“Excluded
Taxes”: Any of the following Taxes imposed on or with respect to an Affected Party or required to be withheld or deducted
from a payment to an Affected Party, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and
branch profits Taxes, in each case, (i) imposed as a result of such Affected Party being organized under the laws of, or having
its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax
(or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding
Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in the Obligations
or Commitments pursuant to a law in effect on the date on which (i) such Lender acquires such interest or (ii) such Lender changes
its lending office, except in each case to the extent that, pursuant to Section 2.13, amounts with respect to such Taxes
were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately
before it changed its lending office, (c) Taxes attributable to such Lender’s failure to comply with Section 2.13(f)
and (d) any U.S. federal withholding Taxes imposed under FATCA.


 


“Facility
Amount”: $150,000,000, as such amount may vary from time to time pursuant to Section 2.3 hereof; provided that
on or after the Reinvestment Period End Date, the Facility Amount shall mean the Advances Outstanding.


 






    -22-


     


    




 


“Facility
Attachment Ratio”: With respect to any Eligible Loan, as of any date of determination, an amount equal to the product
of (i) the Net Senior Leverage Ratio, (ii) the Applicable Percentage and (iii) the Assigned Value.


 


“Facility
Maturity Date”: December 18, 2025.


 


“FATCA”:
Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof
and any agreements entered into pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreements and any
law or regulations implementing any intergovernmental agreement or approach thereto.


 


“FDIC”:
The Federal Deposit Insurance Corporation, and any successor thereto.


 


“Federal
Funds Rate”: For any period, a fluctuating interest per annum rate equal, for each day during such period, to
the weighted average of the overnight federal funds rates as reported in Federal Reserve Board Statistical Release H.15(519) or
any successor or substitute publication selected by the Administrative Agent (or, if such day is not a Business Day, for the next
preceding Business Day), or, if for any reason such rate is not available on any day, the rate determined, in the sole discretion
of the Administrative Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market
at 9:00 a.m. on such day.


 


“Federal
Reserve Bank of New York’s Website”: The website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


“Fee
Letter”: Each Fee Letter, dated as of the date hereof, from the Administrative Agent and/or the Lenders to the Borrower,
as the same may be amended, restated, modified or supplemented from time to time.


 


“Fees”:
All fees required to be paid by the Borrower pursuant to this Agreement and the Fee Letter.


 


“Financial
Asset”: The meaning specified in Section 8-102(a)(9) of the UCC.


 


“Financial
Sponsor”: Any Person, including any Subsidiary of such Person, whose principal business activity is acquiring, holding,
and selling investments (including controlling interests) in otherwise unrelated companies that each are distinct legal entities
with separate management, books and records and bank accounts, whose operations are not integrated with one another and whose
financial condition and creditworthiness are independent of the other companies so owned by such Person.


 


“Fitch”:
Fitch Ratings, Inc. or any successor thereto.


 


“Foreign
Lender”: A Lender that is not a U.S. Person.


 






    -23-


     


    




 


“Funding
Date”: With respect to any Advance, the Business Day of receipt by the Administrative Agent and Collateral Agent of
a Funding Notice and other required deliveries in accordance with Section 2.2.


 


“Funding
Notice”: A notice in the form of Exhibit A-1 requesting an Advance, including the items required by Section 2.2.


 


“GAAP”:
Generally accepted accounting principles as in effect from time to time in the United States.


 


“General
Intangible”: The meaning specified in Section 9-102(a)(42) of the UCC.


 


“Governing
Documents”: (a) With respect to any corporation, the certificate or articles of incorporation and the bylaws (or
equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited
liability company, the certificate or articles of formation or organization and operating agreement, and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable
agreement of formation or organization and, if applicable, any agreement, instrument, filing or notice with respect thereto filed
in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation
or organization and, if applicable, any certificate or articles of formation or organization of such entity.


 


“Governmental
Authority”: With respect to any Person, any nation or government, any state or other political subdivision thereof,
any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction
over such Person.


 


“Guarantee
Obligation”: As to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing
person or (b) another Person (including, without limitation, any bank under any letter of credit) to induce the creation
of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing
or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”)
of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including,
without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1)  for
the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities
or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation
against loss in respect thereof; provided, however, that the term “Guarantee Obligation” shall not include
endorsements of instruments for deposit or collection in the ordinary course of business. The terms “Guarantee” and
“Guaranteed” used as a verb shall have a correlative meaning. The amount of any Guarantee Obligation of any guaranteeing
person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation
in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be
liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum
amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee
Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined
by the Borrower in good faith.


 






    -24-


     


    




 


“Highest
Required Investment Category”: (a) With respect to ratings assigned by Moody’s, “Aa2” or “P-1”
for one-month instruments, “Aa2” and “P-1” for three-month instruments, “Aa3” and “P-1”
for six-month instruments and “Aa2” and “P-1” for instruments with a term in excess of six months, (b)
with respect to rating assigned by S&P, “A-1” for short-term instruments and “A” for long-term instruments,
and (c) with respect to rating assigned by Fitch (if such investment is rated by Fitch), “F-1+” for short-term instruments
and “AAA” for long-term instruments.


 


“Increased
Costs”: Any amounts required to be paid by the Borrower to an Indemnified Party pursuant to Section 2.12.


 


“Indebtedness”:
With respect to (x) any Obligor if “Indebtedness” or any comparable definition is set forth in the Underlying
Instruments for the related Loan, such definition or (y) otherwise, without duplication, (a) all indebtedness of such
Person for borrowed money (whether by loan or the issuance and sale of debt securities) or for the deferred purchase price of
Property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance
with customary practices), (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar
instrument, (c) all obligations of such Person in respect of letters of credit, acceptances or similar instruments issued
or created for the account of such Person, (d) all liabilities secured by (or for which the holder of such obligations has
an existing right, contingent or otherwise, to be secured by) any Lien on any Property owned by such Person even though such Person
has not assumed or otherwise become liable for the payment thereof, (e) all indebtedness of such Person under any swap, hedge
or other similar transaction and (f) all Guarantee Obligations of such Person in respect of obligations of the kind referred
to in clauses (a) through (d) above. The amount of any Indebtedness under clause (d) shall be equal to the lesser of
(A) the stated amount of the relevant obligations and (B) the fair market value of the Property subject to the relevant
Lien. The amount of any Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership
in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership
interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that
such Person is not liable therefor.


 


“Indemnified
Amounts”: The meaning specified in Section 10.1(a).


 






    -25-


     


    




 


“Indemnified
Parties”: The meaning specified in Section 10.1(a).


 


“Indemnified
Taxes”: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any
obligation of the Borrower under any Transaction Document and (b) to the extent not otherwise described in (a), Other Taxes.


 


“Independent
Member”: The meaning specified in Section 4.1(u)(xxv).


 


“Indorsement”:
The meaning specified in Section 8-102(a)(11) of the UCC, and “Indorsed” has a corresponding meaning.


 


“Insolvency
Event”: With respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction
over such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter
in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person
or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such
decree, order or appointment shall remain unstayed and in effect for a period of sixty (60) consecutive days, (b) the commencement
by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, or the consent by such Person
to the entry of an order for relief in an involuntary case under any such law, (c) the consent by such Person to the appointment
of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person
or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors,
or (d) the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person
in furtherance of any of the foregoing.


 


“Insolvency
Laws”: The Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting
the rights of creditors generally.


 


“Insolvency
Proceeding”: Any case, action or proceeding before any court or other Governmental Authority relating to any Insolvency
Event.


 


“Instrument”:
The meaning specified in Section 9-102(a)(47) of the UCC.


 


“Interest”:
For each Accrual Period and the Advances Outstanding, the sum of the products (for each day during such Accrual Period) of:


 


IR
x P x 1/D


 


where:


	IR	=	the
    Interest Rate applicable on such day;
	P	=	the
    Advances Outstanding on such day; 
	D	=	360
    days (or, to the extent the Interest Rate is the Base Rate, 365 or 366 days, as applicable).


 






    -26-


     


    




 


provided
that, (i) no provision of this Agreement shall require the payment or permit the collection
of Interest in excess of the maximum permitted by Applicable Law, and (ii) Interest shall not be considered paid by any distribution
if at any time such distribution is rescinded or must otherwise be returned for any reason.


 


“Interest
Collection Account”: A sub-account of the Collection Account created and maintained on the books and records of the
Securities Intermediary entitled “Interest Collection Account” in the name of the Borrower and subject to the Lien
of the Collateral Agent for the benefit of the Secured Parties.


 


“Interest
Collections”: All amounts received by the Borrower or the Collateral Manager on behalf of the Borrower that are not
Principal Collections, to the extent received in Cash.


 


“Interest
Coverage Ratio”: With respect to any Loan for any Relevant Test Period, either (a) the meaning of “Interest
Coverage Ratio” or comparable definition set forth in the Underlying Instruments for such Loan, or (b) in the case
of any Loan with respect to which the related Underlying Instruments do not include a definition of “Interest Coverage Ratio”
or comparable definition, the ratio of (i) EBITDA to (ii) Cash Interest Expense of such Obligor as of such Relevant
Test Period, as calculated by the Collateral Manager (on behalf of the Borrower) in good faith.


 


“Interest
Rate”: (a) The LIBOR Rate plus (b) the Applicable Spread; provided that, if a Lender shall have
notified the Administrative Agent that a Eurodollar Disruption Event has occurred, with respect to the Advances owing to such
Lender, “Interest Rate” shall mean the Base Rate plus the Applicable Spread until such Lender shall have notified
the Administrative Agent that such Eurodollar Disruption Event has ceased, at which time the Interest Rate shall again be equal
to the LIBOR Rate for such date plus the Applicable Spread.


 


“Intermediary”:
(a) A Clearing Corporation or (b) a Person, including a bank or broker, that in the ordinary course of its business
maintains Securities Accounts for others and is acting in that capacity, which in each case is not an Affiliate of the Borrower
or the Collateral Manager.


 


“Investment”:
With respect to any Person, any direct or indirect loan, advance or investment by such Person in any other Person, whether by
means of share purchase, capital contribution, loan or otherwise, excluding the acquisition of Loans, Permitted Investments and
the acquisition of Equity Securities otherwise permitted by the terms hereof which are related to such Loans.


 


“Investment
Property”: The meaning specified in Section 9-102(a)(49) of the UCC.


 


“Joinder
Supplement”: An agreement among the Borrower, a Lender and the Administrative Agent in the form of Exhibit H
to this Agreement (appropriately completed) delivered in connection with a Person becoming a Lender hereunder after the Closing
Date, as contemplated by Section 2.1(c), a copy of which shall be delivered to the Collateral Agent and the Collateral
Manager.


 






    -27-


     


    




 


“Lenders”:
The meaning specified in the Preamble, including Wells Fargo and each financial institution which may from time to time become
a Lender hereunder by executing and delivering a Joinder Supplement to the Administrative Agent, the Collateral Agent, the Collateral
Manager and the Borrower as contemplated by Section 2.1(c).


 


“LIBOR
Rate”: For any day during the applicable Accrual Period with respect to each Advance, the greater of (I) zero and
(II)(a) the rate per annum appearing on Reuters Screen LIBOR01 Page (or any successor or substitute page) as the London
interbank offered rate for deposits in dollars at approximately 11:00 a.m., London time, for such day; provided that, if
such day is not a Business Day, the immediately preceding Business Day, for a one-month maturity; (b) if no rate specified in
clause (a) of this definition so appears, the rate per annum (rounded, if necessary, to the nearest 1/100 of 1%) equal
to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an
average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such Accrual Period)
for a one-month maturity determined as of approximately 11:00 a.m. London time on such day; and (c) if no rate specified
in clause (a) or (b) of this definition so appears on Reuters Screen LIBOR01 Page (or any successor or substitute page),
the interest rate per annum determined by the Administrative Agent at which dollar deposits of $5,000,000 and for a one-month
maturity are offered by the principal London office of Wells Fargo in immediately available funds in the London interbank market
at approximately 11:00 a.m., London time, for such day.


 


“Lien”:
Any mortgage, lien, pledge, charge, right, claim, security interest or encumbrance of any kind of or on any Person’s assets
or properties in favor of any other Person.


 


“Loan”:
Any commercial loan or note (a) which is sourced or originated by the Equityholder or any of its Affiliates and which the Borrower
acquires or (b) which the Borrower acquires from a third party in the ordinary course of its business.


 


“Loan
Checklist”: An electronic or hard copy, as applicable, of a checklist in the form of Exhibit J delivered by or
on behalf of the Borrower to the Custodian for each Loan of all related Required Loan Documents, which shall also 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 Borrower,
a copy of any other relevant records relating to such Loans and the Underlying Assets pertaining thereto.


 


“Loan
Register”: The meaning specified in Section 5.3(k).


 


“Loan
Tape”: The loan tape to be delivered by the Collateral Manager in connection with each Collateral Management Report,
which tape shall include (but not be limited to) the aggregate Outstanding Balance of all Loans and, with respect to each Loan,
the following information:


 


(a)
name and number of the related Obligor;


 






    -28-


     


    




 


(b)
whether such Obligor is an Affiliate of the Borrower or Collateral Manager;


 


(c)
calculation of the Net Senior Leverage Ratio for the Relevant Test Period immediately prior to the date of the applicable Approval
Notice and for the most recent Relevant Test Period;


 


(d)
calculation of the Interest Coverage Ratio for the Relevant Test Period immediately prior to the date of the applicable Approval
Notice and for the most recent Relevant Test Period;


 


(e)
calculation of the Total Net Leverage Ratio for the most recent Relevant Test Period;


 


(f)
collection status (number of days past due);


 


(g)
loan status (whether in default (and in the number of days such default is outstanding) or on non-accrual status);


 


(h)
scheduled maturity date;


 


(i)
date and amount of next Scheduled Payment;


 


(j)
loan rate of interest (and reference rate, if applicable);


 


(k)
LIBOR floor (if applicable);


 


(l)
Outstanding Balance;


 


(m)
face value;


 


(n)
Assigned Value;


 


(o)
Purchase Price;


 


(p)
Moody’s Obligor rating (if available);


 


(q)
S&P Obligor rating (if available);


 


(r)
whether such Loan has been subject to an Assigned Value Adjustment Event (and of what type);


 


(s)
whether such Loan has been subject to any waiver, amendment, restatement, supplement or other modification (and whether such action
constitutes a Material Modification);


 


(t)
the date on which such Loan was acquired by the Borrower;


 


(u)
maintenance capital expenditures and cash taxes paid by the related Obligor during the applicable Relevant Test Period;


 






    -29-


     


    




 


(v)
payment frequency;


 


(w)
Obligor’s domicile;


 


(x)
financial reporting failure (yes or no);


 


(y)
EBITDA for the applicable Relevant Test Period (and the date as of which such calculation was made);


 


(z)
revenue for the applicable Relevant Test Period (and the date as of which such calculation was made);


 


(aa)
aggregate gross debt (and the date as of which such calculation was made), as calculated and delivered by the related Obligor
or, if not calculated and delivered by such Obligor, as calculated by the Collateral Manager in its commercially reasonably determination;


 


(bb)
the “as of” date, with respect to the financials used for such Obligor;


 


(cc)
Loan type (Broadly Syndicated Loan or Middle Market Loan);


 


(dd)
the applicable industry classification group set forth on Schedule IV;


 


(ee)
Tranche Size; and


 


(ff)
whether such Loan is a Delayed Draw Loan or a Revolving Loan.


 


“Margin
Stock”: “Margin Stock” as defined under Regulation U.


 


“Material
Adverse Effect”: With respect to any event or circumstance, a material adverse effect on (a) the business, assets,
financial condition, management conditions (financial or otherwise), operations, performance or properties of the Collateral Manager,
(b) the business, financial condition, management conditions (financial or otherwise), operations or performance of the Borrower
excluding any such change resulting from any change in value or performance of all or any part of the Collateral, (c) the validity,
enforceability or collectability of this Agreement or any other Transaction Document or the validity, enforceability or collectability
of the Loans generally or any material portion of the Loans, (d) the rights and remedies of the Collateral Agent, the Administrative
Agent and the Lenders with respect to matters arising under this Agreement or any other Transaction Document, (e) the ability
of each of the Borrower or the Collateral Manager, as applicable, to perform its respective obligations under any Transaction
Document to which it is a party, or (f) the status, existence, perfection, priority or enforceability of the Collateral Agent’s
Lien on the Collateral.


 


“Material
Modification”: Any amendment or waiver of, or modification or supplement to, an Underlying Instrument governing an Eligible
Loan executed or effected on or after the date on which such Loan is transferred to the Borrower, that:


 


(a) reduces,
waives or forgives any or all of the principal amount due under such Loan or any lenders’ rights to payment of principal
as and when due thereunder has been waived or delayed or lenders thereunder have agreed to forbear from enforcing their rights
to such payment (including any scheduled or required excess cash flow sweeps);


 






    -30-


     


    




 


(b) waives
one or more interest payments, reduces the amount of interest due with respect to such Loan or permits any interest due in cash
to be deferred or capitalized and added to the principal amount of such Loan (other than any deferral or capitalization already
permitted pursuant to the terms of the related Underlying Instruments);


 


(c) extends
or delays (i) the stated maturity date of such Loan or (ii) any required or scheduled amortization in connection with a credit
related event or breach of financial covenant;


 


(d) contractually
or structurally subordinates such Loan by operation of a priority of payments, turnover provisions, the transfer of assets in
order to limit recourse to the related Obligor or the granting of Liens (other than Permitted Liens) on any of the Underlying
Assets securing such Loan;


 


(e) substitutes,
alters or releases (other than as permitted by such Underlying Instruments) all or any material portion of the Underlying Assets
securing such Loan, if such substitution, alteration or release, as determined in the reasonable discretion of the Administrative
Agent, materially and adversely affects the value of such Loan; provided, that the foregoing shall not apply to any such
release in conjunction with a relatively contemporaneous disposition by the related Obligor accompanied by a mandatory reinvestment
of the applicable net proceeds or mandatory repayment of such Loan with all of such net proceeds; or


 


(f) amends,
waives, forbears, supplements or otherwise modifies in any way the definition of “Net Senior Leverage Ratio”, “Total
Net Leverage Ratio” or “Interest Coverage Ratio” (or any respective comparable definitions in its Underlying
Instruments) or the definition of any component thereof in a manner (including any adjustment to “EBITDA” or “Adjusted
EBITDA” or similar definition) that, in the reasonable discretion of the Administrative Agent, is materially adverse to
the Borrower or any Secured Party; provided that in connection with any Revenue Recognition Implementation or any Operating
Lease Implementation, the Administrative Agent (with the consent of the Collateral Manager (such consent not to be unreasonably
withheld, delayed or conditioned)) may retroactively adjust the Interest Coverage Ratio, Net Senior Leverage Ratio or Total Net
Leverage Ratio for any Loan as determined on the applicable Cut-Off Date.


 


“Measurement
Date”: Each of the following: (i) each Determination Date; (ii) the date of any Borrower’s Notice; (iii) the date
of any Discretionary Sale, Optional Sale, Reinvestment or Substitution; (iv) the date that a Responsible Officer of the Collateral
Manager has actual knowledge of the occurrence of any Assigned Value Adjustment Event; (v) the date that the Administrative Agent
provides notice to the Collateral Manager that the Assigned Value of any Loan has been adjusted; (vi) the date as of which any
Collateral Management Report, as provided for in Section 6.8, is calculated; (vii) the date on which any Lender becomes
a party hereto; (viii) any date on which the Borrower cures a Borrowing Base Deficiency; and (ix) each other date requested by
the Administrative Agent.


 






    -31-


     


    




 


“Middle
Market Loan”: A Loan that (i) does not otherwise meet the definition of “Broadly Syndicated Loan”, (ii)
is not (and cannot by its terms become) subordinate in right of payment to any obligation of the related Obligor (except with
respect to liquidation preferences, if any, for trade claims, working capital facilities, purchase money indebtedness, capitalized
leases and other similar obligations in respect of certain specified pledged collateral, if any) in any bankruptcy, reorganization,
insolvency, moratorium or liquidation proceedings (other than with respect to liquidation, trade claims, capitalized leases or
similar obligations or any senior working capital facility if any), (iii) is secured by a pledge of collateral, which security
interest is validly perfected and first priority under Applicable Law (subject to Liens permitted by the applicable Underlying
Instruments that are reasonable and customary for similar loans, and Liens accorded priority by law in favor of the United States
or any State or agency), and (iv) has a value of collateral, as determined in good faith by the Collateral Manager, securing such
Loan which, together with other attributes of the related Obligor (including its enterprise value), equals or exceeds the outstanding
principal balance of the loan plus the aggregate outstanding principal balances of all other loans of equal or higher seniority
secured by the same collateral.


 


“Minimum
Equity Amount”: (i) Prior to the first date on which the Adjusted Borrowing Values of all Eligible Loans is greater
than $165,000,000, $30,000,000; and (ii) on or after the first date on which the Adjusted Borrowing Values of all Eligible Loans
is greater than $165,000,000, $45,000,000.


 


“Moody’s”:
Moody’s Investors Service, Inc., and any successor thereto.


 


“Multiemployer
Plan”: A “multiemployer plan” as defined in Section 4001(a)(3) of ERISA that is subject to ERISA.


 


“Net
Senior Leverage Ratio”: With respect to any Loan for any Relevant Test Period, either (a) the meaning of “Net
Senior Leverage Ratio” or comparable definition set forth in the Underlying Instruments for such Loan, or (b) in the
case of any Loan with respect to which the related Underlying Instruments do not include a definition of “Net Senior Leverage
Ratio” or comparable definition, the ratio of (i) the senior Indebtedness (including, without limitation, such Loan)
of the applicable Obligor as of the date of determination minus the Unrestricted Cash of such Obligor as of such date to
(ii) EBITDA of such Obligor with respect to the applicable Relevant Test Period, as calculated by the Borrower or the Collateral
Manager in good faith.


 


“Non-Usage
Fee”: The meaning set forth in the applicable Fee Letter.


 


“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 Borrower
has not requested a promissory note from the related Obligor.


 


“Notice
of Exclusive Control”: The meaning specified in the Securities Account Control Agreement.


 






    -32-


     


    




 


“Obligations”:
The unpaid principal amount of, and interest (including, without limitation, interest accruing after the maturity of the Advances
and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such
proceeding) on the Advances and all other obligations and liabilities of the Borrower to the Secured Parties, whether direct or
indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, or out of
or in connection with any Transaction Document, and any other document made, delivered or given in connection therewith or herewith,
whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation,
all reasonable and documented fees and disbursements of counsel to the Administrative Agent, the Collateral Agent or to the Lenders
that are required to be paid by the Borrower pursuant to the terms of the Transaction Documents) or otherwise.


 


“Obligor”:
With respect to any Loan, any Person or Persons obligated to make payments pursuant to or with respect to such Loan, including
any guarantor thereof. For purposes of determining whether any Obligor is an Eligible Obligor, all Loans included as part of the
Collateral or to be transferred to the Collateral the Obligor of which is an Affiliate of another Obligor shall be aggregated
with all Loans of such Affiliate Obligor.


 


“Offer”:
A tender offer, voluntary redemption, exchange offer, conversion or other similar action.


 


“Officer’s
Certificate”: A certificate signed by a Responsible Officer of the Person providing the applicable certification, as
the case may be.


 


“Operating
Lease Implementation”: The implementation by an Obligor of IFRS 16/ASC 842.


 


“Opinion
of Counsel”: A written opinion of nationally recognized counsel, which opinion and counsel are acceptable to the Administrative
Agent in its reasonable discretion.


 


“Optional
Sale”: The meaning specified in Section 2.14(d).


 


“Other
Connection Taxes”: With respect to any Affected Party, Taxes imposed as a result of a present or former connection between
such Affected Party and the jurisdiction imposing such Tax (other than connections arising from such Affected Party having executed,
delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest
under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any
Obligation or Transaction Document).


 


“Other
Taxes”: All present or future stamp, court or documentary, intangible, mortgage, recording, filing or similar Taxes
that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt
or perfection of a security interest under, or otherwise with respect to, any Transaction Document, except any such Taxes that
are Other Connection Taxes imposed with respect to an assignment.


 






    -33-


     


    




 


“Outstanding
Balance”: With respect to any Loan as of any date of determination, the outstanding principal balance of any advances
or loans made by the Borrower to the related Obligor pursuant to the related Underlying Instruments as of such date of determination
(exclusive of any interest and Accreted Interest).


 


“Participant
Register”: The meaning specified in Section 12.16(d).


 


“Payment
Date”: Quarterly on the 17th day of each January, April, July and October or, if such day is not a Business Day, the
next succeeding Business Day, commencing in April 2021.


 


“Payment
Duties”: The meaning specified in Section 7.2(b)(vii).


 


“Pension
Plans”: “Employee pension benefit plans,” as such term is defined in Section 3(2) of ERISA which are subject
to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code and maintained by the Borrower, or in which employees
of the Borrower are entitled to participate, other than a Multiemployer Plan.


 


“Permitted
Investments”: Cash or negotiable instruments or securities or other investments, which may include obligations or securities
of issuers for which the Collateral Agent or an Affiliate of the Collateral Agent (in its individual corporate capacity) provides
services or receives compensation that (i) except in the case of demand or time deposits and investments in money market funds,
are represented by instruments in bearer or registered form or ownership of which is represented by book entries by a Clearing
Agency or by a Federal Reserve Bank in favor of depository institutions eligible to have an account with such Federal Reserve
Bank who hold such investments on behalf of their customers, (ii) as of any date of determination, mature by their terms on or
prior to the Business Day preceding the next Payment Date, and (iii) evidence:


 


(a) direct
obligations of, and obligations fully guaranteed as to full and timely payment by, the United States (or by any agency thereof
to the extent such obligations are backed by the full faith and credit of the United States);


 


(b) demand
deposits, time deposits, bank deposit products of or certificates of deposit of depository institutions or trust companies incorporated
under the laws of the United States or any state thereof and subject to supervision and examination by federal or state banking
or depository institution authorities; provided that at the time of the Borrower’s investment or contractual commitment
to invest therein, the commercial paper, if any, and short-term unsecured debt obligations (other than such obligation whose rating
is based on the credit of a Person other than such institution or trust company) of such depository institution or trust company
shall have a credit rating from Fitch and each Rating Agency in the Highest Required Investment Category granted by Fitch and
such Rating Agency;


 


(c) commercial
paper, or other short term obligations, having, at the time of the Borrower’s investment or contractual commitment to invest
therein, a rating in the Highest Required Investment Category granted by each Rating Agency and Fitch;


 






    -34-


     


    




 


(d) demand
deposits, time deposits or certificates of deposit that are fully insured by the FDIC and either have a rating on their certificates
of deposit or short-term deposits from Moody’s and S&P of “P-1” and “A-1”, respectively, and
if rated by Fitch, from Fitch of “F-1+”;


 


(e) investments
in taxable money market funds or other regulated investment companies having, at the time of the Borrower’s investment or
contractual commitment to invest therein, a rating of the Highest Required Investment Category from each Rating Agency and Fitch
(if rated by Fitch); or


 


(f) time
deposits (having maturities of not more than 90 days) by an entity the commercial paper of which has, at the time of the Borrower’s
investment or contractual commitment to invest therein, a rating of the Highest Required Investment Category granted by each Rating
Agency and Fitch.


 


“Permitted
Liens”:


 


(a) with
respect to the interest of the Equityholder or the Borrower in the Loans included in the Collateral: (i) Liens in favor of the
Borrower created pursuant to the Sale Agreement and (ii) Liens in favor of the Collateral Agent created pursuant to this Agreement;
and


 


(b) with
respect to the interest of the Equityholder or the Borrower in the other Collateral (including any Underlying Assets): (i) materialmen’s,
warehousemen’s, mechanics’ and other Liens arising by operation of law in the ordinary course of business for sums
not due or sums that are being contested in good faith, (ii) purchase money security interests in certain items of equipment,
(iii) Liens for Taxes that are not material Taxes if such Taxes shall not at the time be due and payable or if a Person shall
currently be contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance
with GAAP have been provided on the books of such Person, (iv) other customary Liens permitted by the applicable Underlying Instruments
with respect thereto consistent with the Collateral Manager Standard, (v) Liens in favor of the Borrower created by the Equityholder
under the Sale Agreement and transferred by the Borrower pursuant to this Agreement, (vi) Liens in favor of the Collateral Agent
or Securities Intermediary created pursuant to any Transaction Document or this Agreement, (vii) with respect to Third Party Agented
Loans, Liens in favor of the lead agent, the collateral agent or the paying agent for the benefit of all holders of Indebtedness
of such Obligor, (viii) with respect to any Equity Security, any Liens granted (x) on such Equity Security to secure Indebtedness
of the related Obligor and/or (y) under any governing documents or other agreement between or among or binding upon the Borrower
as the holder of such Equity Security (provided that, in each case, such Liens have no higher priority than they did
on the date such Loan was approved by the Administrative Agent), and (ix) with respect to any Underlying Assets, Liens permitted
by the applicable Underlying Instruments.


 


“Person”:
An individual, partnership, corporation (including a statutory or business trust), company, limited liability company, limited
liability partnership, joint stock company, trust, estate, unincorporated association, sole proprietorship, joint venture, nonprofit
corporation, group, sector, government (or any agency, instrumentality or political subdivision thereof), territory or other entity
or organization.


 






    -35-


     


    




 


“Prime
Rate”: The rate announced by Wells Fargo from time to time as its prime rate in the United States, such rate to change
as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by Wells Fargo
or any other specified financial institution in connection with extensions of credit to debtors.


 


“Principal
Collection Account”: A sub-account of the Collection Account created and maintained on the books and records of the
Securities Intermediary entitled “Principal Collection Account” in the name of the Borrower and subject to the Lien
of the Collateral Agent for the benefit of the Secured Parties.


 


“Principal
Collections”: Any and all amounts of Collections received in respect of any principal due and payable under the Loans
from or on behalf of Obligors that are deposited into the Collection Account or received by or on behalf of the Borrower by the
Collateral Manager in respect of a Loan (including with respect to the disposition of a Loan), and all insurance proceeds and
recoveries, whether in the form of cash, checks, wire transfers, electronic transfers or any other form of cash payment. For the
avoidance of doubt, “Principal Collections” shall not include amounts on deposit in the Unfunded Exposure Account.


 


“Proceeds”:
With respect to any Collateral, all property that is receivable or received when such Collateral is collected, sold, liquidated,
foreclosed, exchanged, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes all rights
to payment with respect to any insurance relating to such Collateral.


 


“Property”:
Any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible,
including, without limitation, Capital Stock.


 


“Pro
Rata Share”: With respect to any Lender, the percentage obtained by dividing the Commitment of such Lender (as determined
pursuant to the definition of Commitment) by the aggregate Commitments of all the Lenders (as determined pursuant to the definition
of Commitment) or, if the Commitments have been terminated, based on the Advances Outstanding.


 


“Purchase
Price”: With respect to any Loan, an amount (expressed as a percentage of par) equal to (i) the purchase price in Dollars
(or, if different principal amounts of such Loan were purchased at different purchase prices, the weighted average of such purchase
prices) paid by the Borrower for such Loan (exclusive of any interest, Accreted Interest, original issue discount and upfront
fees) divided by (ii) the outstanding principal balance of the portion of such Loan purchased by the Borrower outstanding
as of the date of such purchase (exclusive of any interest, Accreted Interest, original issue discount and upfront fees); provided
that any Loan acquired by the Borrower in connection with the primary syndication of such Loan and with a “Purchase
Price” equal to or greater than 97% (including, for the avoidance of doubt, in excess of 100%) shall be deemed to have a
“Purchase Price” equal to 100%.


 






    -36-


     


    




 


“QFC”:
The meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12
U.S.C. 5390(c)(8)(D).


 


“Qualified
Institution”: A depository institution or trust company organized under the laws of the United States or any one of
the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i)(a) that has either (1) a
long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Moody’s or (2) a
short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1”
or better by Moody’s, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of
“A” or better by S&P and “A2” or better by Moody’s or (2) a short-term unsecured debt rating
or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Moody’s or
(c) is otherwise acceptable to the Administrative Agent and (ii) the deposits of which are insured by the FDIC.


 


“Rating
Agency”: Each of Moody’s and S&P.


 


“Register”:
The meaning specified in Section 12.16(b).


 


“Registered”:
With respect to any registration-required obligation within the meaning of Section 163(f)(2) of the Code, a debt obligation that
was issued after July 18, 1984 and that is in registered form within the meaning of Section 5f.103-1(c) of the Treasury Regulations.


 


“Regulation
U”: Regulation U of the Board of Governors of the Federal Reserve System, 12 C.F.R. § 221, or any successor regulation.


 


“Reinvestment”:
The meaning specified in Section 2.14(a)(i).


 


“Reinvestment
Notice”: Each notice required to be delivered by the Collateral Manager in respect of any Reinvestment of Principal
Collections pursuant to Section 3.2(b) in the form of Exhibit A-3.


 


“Reinvestment
Period”: The period commencing on the Closing Date and ending on the day preceding the Reinvestment Period End Date;
provided that, the Reinvestment Period shall be suspended during any Key Person Grace Period.


 


“Reinvestment
Period End Date”: The earliest to occur of:


 


(a) December
18, 2023;


 


(b) the
Termination Date pursuant to Section 9.2(a)(i);


 


(c) the
date of the declaration of the Reinvestment Period End Date pursuant to Section 9.2(a)(ii);


 


(d) the
appointment of a replacement Collateral Manager pursuant to Section 6.11;


 






    -37-


     


    




 


(e) the
occurrence and continuance of a BDC Asset Coverage Event (provided that the Reinvestment Period shall be reinstated if the BDC
Asset Coverage Event is cured and the Reinvestment Period End Date has not yet occurred pursuant to another clause of this definition);
or


 


(f) the
date of the termination of all of the Commitments pursuant to Section 2.3(a).


 


“Related
Parties”: With respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees,
agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.


 


“Relevant
Governmental Body”: The Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


“Relevant
Test Period”: With respect to any Loan, the relevant test period for the calculation of Net Senior Leverage Ratio, Interest
Coverage Ratio, Total Net Leverage Ratio or EBITDA as applicable, for such Loan in accordance with the related Underlying Instruments
or, if no such period is provided for therein, (i) for Obligors delivering monthly financial statements, each period of the
last twelve (12) consecutive reported calendar months, and (ii) for Obligors delivering quarterly financial statements, each
period of the last four (4) consecutive reported fiscal quarters of the principal Obligor on such Loan; provided that with
respect to any Loan for which the relevant test period is not provided for in the related Underlying Instruments, if an Obligor
is a newly-formed entity as to which twelve (12) consecutive calendar months have not yet elapsed, “Relevant Test Period”
shall initially include the period from the date of formation of such Obligor to the end of the twelfth (12th) calendar
month or fourth (4th) fiscal quarter (as the case may be) from the date of formation, and shall subsequently include
each period of the last twelve (12) consecutive reported calendar months or four (4) consecutive reported fiscal quarters (as
the case may be) of such Obligor.


 


“Repayment
Notice”: Each notice required to be delivered by the Borrower in respect of any reduction of the Commitments or by the
Borrower or the Collateral Manager (on behalf of the Borrower) in respect of any repayment of Advances Outstanding, in the form
of Exhibit A-2.


 


“Reportable
Event”: Any non-exempt prohibited transaction, failure to satisfy the minimum funding standard, withdrawals from a Multiemployer
Plan or reportable events within the meaning of Section 4043 of ERISA, other than those events as to which the 30-day notice period
referred to in Section 4043(c) of ERISA has been waived.


 


“Reporting
Date”: The date that is two (2) Business Days prior to the 15th day of each calendar month, with the first Reporting
Date occurring in March 2021.


 


“Required
Lenders”: (a) Lenders representing an aggregate of at least 51% of the aggregate Commitments (or, if the applicable
Commitments have been terminated, Advances Outstanding) and (b) as long as Wells Fargo (or an Affiliate thereof) is the Administrative
Agent, Wells Fargo; provided that, if there are two or more unaffiliated Lenders party hereto as of the applicable date
of determination, then at least two such Lenders shall be required to constitute the Required Lenders; provided further that, the Commitment of, and the portion of any outstanding Advances, as applicable, held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of the Required Lenders.


 






    -38-


     


    




 


“Required
Loan Documents”: For each Loan, the following documents or instruments, in each case as specified on the related Loan
Checklist:


 


(a) (i)
to the extent a note is issued for such Loan, the original executed promissory note or, in the case of a lost note, a copy of
the executed underlying promissory note accompanied by an original executed affidavit and indemnity endorsed by the Borrower in
blank (and an unbroken chain of endorsements from each prior holder of such promissory note to the Borrower), or (ii) if no promissory
note is issued in the name of the Borrower or such Loan is a Noteless Loan, an executed copy of each assignment and assumption
agreement, transfer document or instrument relating to such Loan evidencing the assignment of such Loan from any prior owner thereof
to the Borrower; and


 


(b) to
the extent applicable for the related Loan, copies of the executed (i) guaranty, (ii) underlying credit or loan agreement (or
similar agreement pursuant to which the related Loan has been issued or created), (iii) acquisition agreement (or similar agreement)
and (iv) security agreement, mortgage or other agreement that secures the obligations represented by such Loan, in each case as
set forth on the Loan Checklist.


 


“Required
Reports”: Collectively, the Borrowing Base Certificate, the Collateral Management Report, financial statements of each
Obligor, the Collateral Manager and the Borrower required to be delivered under the Transaction Documents, the annual statements
as to compliance and the annual independent public accountant’s report pursuant to Section 6.8(d).


 


“Responsible
Officer”: With respect to any Person, any duly authorized officer of such Person or of the general partner, administrative
manager or managing member of such Person with direct responsibility for the administration of this Agreement and also, with respect
to a particular matter, any other duly authorized officer of such Person or of the general partner, administrative manager or
managing member of such Person to whom such matter is referred because of such officer’s knowledge of and familiarity with
the particular subject, and with respect to the Collateral Agent, Custodian or Securities Intermediary, an officer within the
applicable Corporate Trust Office to whom a corporate trust matter is referred because of such person’s knowledge of and
familiarity with the particular subject and having direct responsibility for the administration of this transaction.


 


“Restricted
Payment”: (i) Any dividend or other distribution, direct or indirect, on account of any class of membership interests
of the Borrower now or hereafter outstanding, except a dividend or distribution paid solely in interests of that class of membership
interests or in any junior class of membership interests of the Borrower; (ii) any redemption, retirement, sinking fund or
similar payment, purchase or other acquisition for value, direct or indirect, of any class of membership interests of the Borrower
now or hereafter outstanding, and (iii) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender
of, any outstanding warrants, options or other rights to acquire membership interests of the Borrower now or hereafter outstanding.


 









    -39-


     


    




 


“Retained
Interest”: With respect to any Third Party Agented Loan that is transferred to the Borrower, (i) all of the obligations,
if any, of the agent(s) under the documentation evidencing such Third Party Agented Loan and (ii) the applicable portion
of the interests, rights and obligations under the documentation evidencing such Third Party Agented Loan that relate to such
portion(s) of the indebtedness and interest in other obligations that are owned by another lender.


 


“Revenue
Recognition Implementation”: The implementation by an Obligor of IFRS 15/ASC 606.


 


“Review
Criteria”: The meaning specified in Section 13.2(b)(ii).


 


“Revolving
Loan”: A Middle Market Loan (other than a Delayed Draw Loan) that under the Underlying Instruments relating thereto
may require one or more future advances to be made to the Obligor by the Borrower; provided that, any such Loan will be
a Revolving Loan only until all commitments by the Borrower to make advances to the Obligor thereof expire, or are terminated,
or are irrevocably reduced to zero.


 


“S&P”:
Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and any successor
thereto.


 


“Sale
Agreement”: The Loan Sale Agreement, dated as of the date hereof by and between the Equityholder and the Borrower.


 


“Sanction”
or “Sanctions”: Individually and collectively, respectively, any and all economic or financial sanctions, sectoral
sanctions, secondary sanctions, trade embargoes and anti-terrorism laws, including but not limited to those imposed, administered
or enforced from time to time by: (a) the United States of America, including those administered by the U.S. Department of the
Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department
of Commerce, or through any existing or future executive order; (b) the United Nations Security Council; (c) the European Union;
(d) the United Kingdom; or (e) any other Governmental Authorities with jurisdiction over the Borrower, the Collateral Manager,
the Equityholder or any of their respective Subsidiaries.


 


“Sanctioned
Person”: Any Person that is a target of Sanctions, including without limitation, a Person that is: (a) listed on OFAC’s
Specially Designated Nationals (SDN) and Blocked Persons List; (b) listed on OFAC’s Consolidated Non-SDN List; (c) a legal
entity that is deemed by OFAC to be a Sanctions target based on the direct or indirect ownership or control of such legal entity
by Sanctioned Person(s); or (d) a Person that is a Sanctions target pursuant to any territorial or country-based Sanctions program.


 


“Scheduled
Payment”: Each scheduled payment of principal and/or interest required to be made by an Obligor on the related Loan,
as adjusted pursuant to the terms of the related Underlying Instruments, if applicable.


 






    -40-


     


    




 


“Section 28(e)”:
The meaning specified in Section 6.2(l).


 


“Secured
Party”: (i) Each Lender, (ii) the Administrative Agent, (iii) the Collateral Agent, (iv) the Custodian,
(v) the Securities Intermediary and (vi) solely with respect to the right to receive fees, expenses and indemnities owing to it
hereunder, the Collateral Manager.


 


“Securities
Account”: The meaning specified in Section 8-501(a) of the UCC.


 


“Securities
Account Control Agreement”: The Account Control Agreement, dated as of the date hereof, among the Borrower, the Collateral
Agent and the Securities Intermediary, as the same may be amended, modified, waived, supplemented or restated from time to time.


 


“Securities
Act”: The U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Securities
Intermediary”: U.S. Bank, in its capacity as securities intermediary pursuant to the Securities Account Control Agreement,
or any subsequent (i) Clearing Corporation; or (ii)  Person, including a bank or broker, that in the ordinary course
of its business maintains Securities Accounts for others and is acting in that capacity or agreeing to act in such capacity pursuant
to the Securities Account Control Agreement.


 


“Security
Certificate”: The meaning specified in Section 8-102(a)(16) of the UCC.


 


“Security
Entitlement”: The meaning specified in Section 8-102(a)(17) of the UCC.


 


“Similar
Law”: The meaning specified in Section 4.1(w)(ii).


 


“SOFR”:
With respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York,
as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.


 


“Solvent”:
As to any Person at any time, having a state of affairs such that all of the following conditions are met: (a) the fair value
of the property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and
unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy
Code; (b) the present fair saleable value of the property of such Person in an orderly liquidation of such Person is not
less than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities as
they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities
(including disputed, contingent and unliquidated liabilities) as they mature or become due in the normal course of business; (d) such
Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to
pay as such debts and liabilities mature; and (e) such Person is not engaged in a business or a transaction, and does not
propose to engage in a business or a transaction, for which such Person’s property assets would constitute unreasonably
small capital.


 






    -41-


     


    




 


“Subsidiary”:
As to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of
the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership
or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly, through one
or more intermediaries, or both, by such Person.


 


“Substitution”:
The meaning specified in Section 2.14(b).


 


“Taxes”:
All present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees
or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Term
SOFR”: The forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental
Body.


 


“Termination
Date”: The earliest of (a) the date of the termination of all the Commitments pursuant to Section 2.3(a),
(b) the Facility Maturity Date, and (c) the date of the declaration of the Termination Date or the date of the automatic
occurrence of the Termination Date pursuant to Section 9.2(a).


 


“Third
Party Agented Loan”: Any Loan originated as part of a syndicated loan transaction that has one (1) or more administrative,
paying and/or collateral agents who are not the Borrower, Collateral Manager or any Affiliate thereof and receive payments and
hold the collateral pledged by the related Obligor on behalf of all lenders with respect to the related credit facility.


 


“Total
Net Leverage Ratio”: With respect to any Loan for any Relevant Test Period either (a) the meaning of “Total Net
Leverage Ratio” or any comparable definition set forth in the Underlying Instruments for such Loan, or (b) in the case of
any Loan with respect to which the related Underlying Instruments do not include a definition of “Total Net Leverage Ratio”
or comparable definition, the ratio of the ratio of (a) Indebtedness (including, without limitation, such Loan) of the applicable
Obligor as of the date of determination minus Unrestricted Cash of such Obligor as of such date to (b) EBITDA of such Obligor
with respect to the applicable Relevant Test Period, as calculated by the Borrower or the Collateral Manager in good faith.


 


“Tranche
Size”: With respect to any Loan, the dollar value of the tranche of Indebtedness of the applicable Obligor currently
held or contemplated for purchase by the Borrower, which may include, in the sole discretion of the Administrative Agent, any
Indebtedness under another tranche that, (w) may include any last out component, but not any revolver, unfunded delayed draw loan,
but not any second lien loan or unsecured component, (x) is an obligation of the same Obligor under the same Underlying Instrument,
(y) pari passu with such Loan and (z) has the same material terms as such Loan.


 






    -42-


     


    




 


“Transaction”:
The meaning specified in Section 3.2.


 


“Transaction
Documents”: This Agreement, the Sale Agreement, the Fee Letter, the Securities Account Control Agreement, any Joinder
Supplement, any Transferee Letter and the Collateral Agent and Custodian Fee Letter.


 


“Transferee
Letter”: The meaning specified in Section 12.16(a).


 


“UCC”:
The Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or jurisdictions.


 


“Unadjusted
Benchmark Replacement”: The Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 


“Uncertificated
Security”: The meaning specified in Section 8-102(a)(l8) of the UCC.


 


“Underlying
Assets”: With respect to a Loan, any property or other assets designated and pledged as collateral to secure repayment
of such Loan, including, without limitation, to the extent provided for in the relevant Underlying Instruments, a pledge of the
stock, membership or other ownership interests in the related Obligor and all Proceeds from any sale or other disposition of such
property or other assets.


 


“Underlying
Instruments”: The loan agreement, credit agreement or other agreement pursuant to which a Loan has been issued or created
and each other agreement that governs the terms of or secures the obligations represented by such Loan or Permitted Investments
or of which the holders of such Loan or Permitted Investment are the beneficiaries.


 


“Unencumbered
Liquidity”: The sum of (i) cash, cash equivalents or permitted investments, (ii) advances or the equivalent thereof
available under any revolving credit facility and (iii) other unencumbered liquid assets, including loans or as otherwise agreed
to by the Administrative Agent in its sole discretion.


 


“Unfunded
Exposure Account”: A Securities Account created and maintained on the books and records of the Securities Intermediary
entitled “Unfunded Exposure Account” in the name of the Borrower and subject to the Lien of the Collateral Agent for
the benefit of the Secured Parties.


 


“Unfunded
Exposure Amount”: As of any date of determination, an amount equal to the aggregate amount (without duplication) of
all unfunded commitments associated with the Loans.


 


“Unfunded
Exposure Equity Amount”: As of any date of determination, an amount equal to (i) the aggregate sum of the products for
each Revolving Loan and Delayed Draw Loan included in the Collateral of (a) the Unfunded Exposure Amount for such Loan multiplied
by (b) the difference of 100% minus the Applicable Percentage for such Loan plus (ii) the aggregate sum of the products
for each Revolving Loan and Delayed Draw Loan included in the Collateral of (a) the Unfunded Exposure Amount for such Loan multiplied
by (b) the difference of 100% minus the Assigned Value for such Loan multiplied by (c) the Applicable Percentage for such Loan.


 






    -43-


     


    




 


“United
States” or “U.S.”: The United States of America.


 


“Unrestricted
Cash”: The meaning of “Unrestricted Cash” or any comparable definition in the Underlying Instruments for
each Loan, and in any case that “Unrestricted Cash” or such comparable definition is not defined in such Underlying
Instruments, all cash available for use for general corporate purposes and not held in any reserve account or legally or contractually
restricted for any particular purposes or subject to any lien (other than blanket liens permitted under or granted in accordance
with such Underlying Instruments), as reflected on the most recent financial statements of the relevant Obligor that have been
delivered to the Borrower.


 


“U.S.
Bank”: The meaning specified in the Preamble.


 


“U.S.
Person”: Any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.


 


“U.S.
Special Resolution Regime”: Each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.


 


“U.S.
Tax Compliance Certificate”: The meaning set forth in Section 2.13(f).


 


“USA
Patriot Act”: The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, Public Law 107-56.


 


“Wells
Fargo”: The meaning specified in the Preamble.


 


“Withholding
Agent”: The Borrower and the Administrative Agent.


 


Section
1.2 Other Terms.


 


All
accounting terms used but not specifically defined herein shall be construed in accordance with GAAP. All terms used in the UCC
in the State of New York, and used but not specifically defined herein, are used herein as defined in such UCC.


 


Section
1.3 Computation of Time Periods.


 


Unless
otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the
word “from” means “from and including” and the words “to” and “until” each mean
“to but excluding.”


 


Section
1.4 Interpretation.


 


In
each Transaction Document, unless a contrary intention appears:


 






    -44-


     


    




 


(a) the
singular number includes the plural number and vice versa;


 


(b) reference
to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are
permitted by the Transaction Documents;


 


(c) reference
to any gender includes each other gender;


 


(d) reference
to day or days without further qualification means calendar days;


 


(e) reference
to any time means Charlotte, North Carolina time;


 


(f) the
word “including” is not limiting and means “including without limitation;”


 


(g) the
word “any” is not limiting and means “any and all” unless the context clearly requires or the language
provides otherwise;


 


(h) reference
to any agreement (including any Transaction Document), document or instrument means such agreement, document or instrument as
amended, modified, waived, supplemented, restated or replaced and in effect from time to time in accordance with the terms thereof
and, if applicable, the terms of the other Transaction Documents, and reference to any promissory note includes any promissory
note that is an extension or renewal thereof or a substitute or replacement therefor;


 


(i) reference
to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and
in effect from time to time, including rules and regulations promulgated thereunder and reference to any Section or other
provision of any Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the substantive
amendment, modification, codification, replacement or reenactment of such Section or other provision;


 


(j) reference
to any delivery or transfer to the Collateral Agent or the Custodian, as applicable, with respect to the Collateral means delivery
or transfer to the Collateral Agent or Custodian, as applicable, on behalf of the Secured Parties;


 


(k) if
any date for compliance with the terms or conditions of any Transaction Document falls due on a day which is not a Business Day,
then such due date shall be deemed to be the immediately following Business Day;


 


(l) reference
to the date of any acquisition or disposition of any Collateral, or the date on which any asset is added to or removed from the
Collateral shall mean the related “settlement date” and not the related “trade date”;


 


(m) references
herein to the knowledge or actual knowledge of a Person shall mean the actual knowledge following due inquiry of a responsible
officer of such Person;


 


(n) for
purposes of this Agreement, an Event of Default shall be deemed to be continuing until it is waived in accordance with Section 12.1;


 






    -45-


     


    




 


(o) any
use of “material” or “materially” or words of similar meaning in this Agreement shall mean material, as
determined by the Administrative Agent in its sole discretion;


 


(p) unless
otherwise expressly stated in this Agreement, if at any time any change in generally accepted accounting principles (including
the adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth
in this Agreement or any other Transaction Document, the Borrower and the Administrative Agent shall negotiate in good faith to
amend such covenant to preserve the original intent in light of such change; provided, that, until so amended, (i) such covenant
shall continue to be computed in accordance with the application of generally accepted accounting principles prior to such change
and (ii) the Borrower shall promptly after written demand therefor provide to the Administrative Agent a written reconciliation
in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such covenant made before and
after giving effect to such change in generally accepted accounting principles; and


 


(q) any
reference to “execute”, “executed”, “sign”, “signed”, “signature”
or any other like term hereunder shall include execution by electronic signature (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 (“E-SIGN”) or the New York State Electronic Signatures and Records
Act (“ESRA”).


 


ARTICLE
II



THE ADVANCES AND RELATED MATTERS


 


Section
2.1 The Advances.


 


(a)
During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”)
under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make
any Advance on or after the date that is two (2) Business Days prior to the Reinvestment Period End Date, unless the Borrower
has entered into a binding commitment to purchase an Eligible Loan prior to the declaration of the Termination Date or the Reinvestment
Period End Date pursuant to Section 9.2(a) and the related Advance Date is not more than thirty (30) days after such
declaration.


 


(b) Following
the receipt of a Funding Notice during the Reinvestment Period and subject to the terms and conditions hereinafter set forth,
the Lenders shall fund such Advance. Notwithstanding anything to the contrary herein, no Lender shall be obligated to make any
Advance if, after giving effect to such Advance and the addition to the Collateral of the Eligible Loans to be acquired by the
Borrower with the proceeds of such Advance, (i) in the reasonable discretion of any such Lender, a Default or Event of Default
would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base.


 


(c)
The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set
forth in Section 12.16 as Lenders and increase the Commitments hereunder; provided that the Commitment of any Lender
may only be increased with the prior written consent of such Lender and the Administrative Agent. Each additional Lender shall
become a party hereto by executing and delivering to the Administrative Agent, the Collateral Agent, the Collateral Manager and
the Borrower a Transferee Letter and a Joinder Supplement.


 






    -46-


     


    




 


Section
2.2 Procedures for Advances by the Lenders.


 


(a) Subject
to the limitations set forth in Section 2.1(a), the Borrower may request an Advance from the Lenders by delivering
to the Lenders at certain times the information and documents set forth in this Section 2.2.


 


(b) With
respect to all Advances, no later than 2:00 p.m. on the proposed Funding Date, the Borrower (or the Collateral Manager on the
Borrower’s behalf) shall deliver:


 


(i) to
the Administrative Agent (with a copy to the Collateral Agent) a wire disbursement and authorization form, to the extent not previously
delivered; and


 


(ii) to
the Administrative Agent (with a copy to each Lender and the Collateral Agent) a duly completed Funding Notice (including a duly
completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance
requested and the use of the proceeds thereof) which shall (i) specify the desired amount of such Advance, which amount shall
not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 (or such lesser amount
as may be required to fund a draw under a Revolving Loan or Delayed Draw Loan), to be allocated to each Lender in accordance with
its Pro Rata Share, (ii) specify the proposed Funding Date of such Advance, (iii) specify the Loan(s) (if any) to be financed
on such Funding Date (including the appropriate file number, Obligor, Outstanding Balance, Assigned Value and Purchase Price for
such Loan(s) (if any)), and (iv) include a representation that all conditions precedent for an Advance described in Article III
hereof have been met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent,
the Collateral Agent and each Lender after 2:00 p.m. on the proposed Funding Date or on a day that is not a Business Day, such
Funding Notice shall be deemed to be received by the Administrative Agent, the Collateral Agent and each Lender at 9:00 a.m. on
the next Business Day.


 


(c) On
the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction or waiver
of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day
funds, by wire transfer to the account designated by the Borrower in the Funding Notice given pursuant to this Section 2.2,
an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance,
(ii) the aggregate unused Commitments then in effect and (iii) the maximum amount that, after taking into account the proposed
use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing the Advances Outstanding to exceed
the Borrowing Base.


 


(d) On
each Funding Date, the obligation of each Lender to remit its Pro Rata Share of any such Advance shall be several from that of
each other Lender and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender
of its obligation hereunder.


 






    -47-


     


    




 


Section
2.3 Reduction of the Facility Amount; Principal Repayments.


 


(a) The
Borrower (or the Collateral Manager on behalf of the Borrower) may irrevocably terminate the Commitments in whole or irrevocably
reduce in part the portion of the Commitments that exceed the sum of the Advances Outstanding and accrued Interest and Breakage
Costs with respect thereto; provided that (i) the Borrower shall provide a Repayment Notice at least one (1) Business
Day prior to the date of such termination or reduction to the Administrative Agent and the Collateral Agent (with a copy to the
Collateral Manager); (ii) any partial reduction of the Commitments shall be in an amount equal to $5,000,000 and in integral
multiples of $500,000 in excess thereof, and (iii) in the case of such termination or reduction on or prior to the two (2)
year anniversary of the Closing Date other than in connection with an amendment and restatement of this Agreement, the Borrower
shall pay to the Administrative Agent for distribution to the Lenders the applicable Commitment Reduction Fee; provided
that no Commitment Reduction Fee shall be due and payable if (1) such termination or permanent reduction occurs as a result of
a refinancing of this credit facility in connection with a distributed capital markets offering or (2) such termination or reduction
is of the Commitment of any Lender requesting compensation under Sections 2.12 or 2.13 or which is unwilling or
unable to fund Advances at the applicable interest rate for the reasons specifically provided for in Section 2.12. Each
notice of a reduction or termination pursuant to this Section 2.3(a) shall be irrevocable. The applicable Commitment
of each Lender shall be reduced by an amount equal to its Pro Rata Share (prior to giving effect to any reduction of the Commitments
hereunder) of the aggregate amount of any reduction under this Section 2.3(a).


 


(b) The
Borrower (or the Collateral Manager on behalf of the Borrower) may, at any time, reduce Advances Outstanding; provided
that, other than a reduction pursuant to Section 2.7 or 2.8 (i) the Borrower shall provide a Repayment Notice
at least one (1) Business Day prior to the date of such reduction to the Administrative Agent, the Collateral Agent and the Lenders
(provided that same day notice may be given with respect to curing any Borrowing Base Deficiency) and (ii) any reduction
of Advances Outstanding (other than with respect to repayments of Advances Outstanding made by the Borrower to reduce Advances
Outstanding such that no Borrowing Base Deficiency exists) shall be in a minimum amount of $500,000 and in integral multiples
of $100,000 in excess thereof. In connection with any such reduction of Advances Outstanding, the Borrower shall deliver (1) to
the Administrative Agent, the Collateral Agent and each Lender of such Advances, a Repayment Notice and (2) funds to the
Collateral Agent for payment to the Lenders of such Advances sufficient to repay such Advances Outstanding, accrued Interest thereon
and any Breakage Costs which may include instructions to the Collateral Agent to use funds from the Principal Collection Account
and/or funds otherwise provided by the Borrower to the Collateral Agent with respect thereto; provided that, the Advances
Outstanding will not be reduced unless sufficient funds have been remitted to pay all such amounts referred to in this sentence
in full. Any Advance so repaid may, subject to the terms and conditions hereof, be reborrowed during the Reinvestment Period.
Any Repayment Notice relating to any repayment pursuant to this Section 2.3(b) shall be irrevocable.


 


(c) Unless
sooner prepaid pursuant to the terms hereof, the Advances Outstanding shall be repaid in full on the Termination Date or on such
later date as is agreed to in writing by the Borrower, the Collateral Manager, the Administrative Agent and the Lenders.


 






    -48-


     


    




 


Section
2.4 Determination of Interest.


 


(a) The
Administrative Agent shall determine the Interest (including unpaid Interest related thereto, if any, due and payable on a prior
Payment Date) to be paid by the Borrower on each Payment Date for the related Accrual Period and shall advise the Collateral Agent,
the Collateral Manager and the Borrower thereof on the third Business Day prior to such Payment Date.


 


(b) No
provision of this Agreement shall require the payment or permit the collection of Interest in excess of the maximum permitted
by Applicable Law.


 


(c)
No Interest shall be considered paid by any distribution if at any time such distribution is rescinded or must otherwise be returned
for any reason.


 


Section
2.5 [Reserved].


 


Section
2.6 Borrowing Base Deficiency Cures.


 


Any
Borrowing Base Deficiency may be cured by the Borrower taking one or more of the following actions:


 


(i) crediting
Cash into the Principal Collection Account;


 


(ii) repaying
the applicable Advances Outstanding in accordance with Section 2.3(b); or


 


(iii)
posting additional Eligible Loans and/or Permitted Investments as Collateral or effecting a Substitution of a new Eligible Loan
for an existing Loan; provided that the amount of any reduction of a Borrowing Base Deficiency pursuant to any such additional
Eligible Loans shall be the Adjusted Borrowing Value of such Eligible Loans.


 


For
the avoidance of doubt, the Borrower may cure a Borrowing Base Deficiency by any combination of (i), (ii) or (iii) of this Section 2.6
(or by any other action with the prior written consent of the Administrative Agent). Notwithstanding any other provisions
of this Agreement, if the Borrower has eliminated a Borrowing Base Deficiency pursuant to clause (i) of this Section 2.6,
upon written request of the Borrower to the Collateral Agent to release such funds from the Principal Collection Account and written
certification by the Borrower (which may be by email) that immediately after giving effect to the return of any such Cash, no
Borrowing Base Deficiency will exist, the Borrower shall be permitted the return of all or a portion of the Cash so deposited
in the Principal Collection Account and the Collateral Agent shall pay the amount so requested to the Borrower and, for the avoidance
of doubt, such amount shall not constitute Available Funds.


 






    -49-


     


    




 


Section
2.7 Priority of Payments.


 


(a) Interest
Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager
shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report (and the Collateral Agent shall
make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in
such Collateral Management Report) to the following Persons, the following amounts in the following order of priority:


 


(1) pro
rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees, (B) the Custodian, in
an amount equal to any accrued and unpaid Custodian Fees, and (C) the Securities Intermediary, in an amount equal to any amounts,
including indemnities, payable to the Securities Intermediary under the Securities Account Control Agreement; provided
that, the aggregate amount payable pursuant to this Section 2.7(a)(1), Section 2.7(b)(1) and Section 2.8(1)
shall not exceed $100,000 per annum;


 


(2) to
the Collateral Manager first (A) in an amount equal to any accrued and unpaid Collateral Management Fee, to the extent
not waived in writing by the Collateral Manager, and then second (B) all documented Collateral Manager Reimbursable Expenses
due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable
pursuant to this Section 2.7(a)(2)(B), Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000
per annum;


 


(3) pro
rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non-Usage Fee;


 


(4) pro
rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such
Person;


 


(5)
if a Borrowing Base Deficiency exists, pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary
to cure such Borrowing Base Deficiency;


 


(6) pro
rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee;


 


(7) first,
to the extent not paid pursuant to Section 2.7(a)(1) as a result of the limitation set forth therein, pro rata to
(A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees, (B) the Custodian, in an amount
equal to any accrued and unpaid Custodian Fees, and (C) the Securities Intermediary, in an amount equal to any amounts payable
to the Securities Intermediary under the Securities Account Control Agreement; and second, pro rata to each applicable
party to pay all other unpaid Administrative Expenses;


 


(8) to
the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral;
and


 






    -50-


     


    




 


(9) (A)
during a Default, to remain in the Interest Collection Account or (B) otherwise, any remaining amounts shall be deemed released
from the Lien of the Collateral Agent hereunder and distributed to, or at the direction of, the Borrower;


 


(b) Principal
Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager
shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report (and the Collateral Agent shall
make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth
in such Collateral Management Report) to the following Persons, the following amounts in the following order of priority:


 


(1)
to the extent not paid pursuant to Section 2.7(a)(1), pro rata to (A) the Collateral Agent, in an amount equal to
any accrued and unpaid Collateral Agent Fees, (B) the Custodian, in an amount equal to any accrued and unpaid Custodian Fees,
and (C) the Securities Intermediary, in an amount equal to any amounts, including indemnities, payable to the Securities Intermediary
under the Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1),
this Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum;


 


(2) to
the extent not paid pursuant to Section 2.7(a)(2), to the Collateral Manager first (A) in an amount equal to any
accrued and unpaid Collateral Management Fee, to the extent not waived in writing by the Collateral Manager, and then second
(B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that,
during any 12-month rolling period, the aggregate amount payable pursuant to Section 2.7(a)(2)(B), this Section 2.7(b)(2)(B)
and Section 2.8(2)(B) shall not exceed $100,000 per annum;


 


(3)
to the extent not paid pursuant to Section 2.7(a)(3), pro rata to each Lender, in an amount equal to any accrued
and unpaid Interest, Breakage Costs and Non-Usage Fee;


 


(4)
to the extent not paid pursuant to Section 2.7(a)(4), pro rata to the Administrative Agent and each Lender, all Administrative
Expenses and any Increased Costs due and owing to such Person;


 


(5) prior
to the end of the Reinvestment Period, to the Unfunded Exposure Account (at the discretion of the Collateral Manager) in an amount
necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Unfunded Exposure Equity Amount;


 


(6) to
the extent not paid pursuant to Section 2.7(a)(5), pro rata to the Lenders to reduce the Advances Outstanding
in an amount necessary to cure such Borrowing Base Deficiency;


 






    -51-


     


    




 


(7) (i)
prior to the end of the Reinvestment Period, in the sole discretion of the Collateral Manager, to acquire additional Loans or
(ii) after the end of the Reinvestment Period, pro rata to each Lender to pay the Advances Outstanding until paid in full;


 


(8) to
the extent not paid pursuant to Section 2.7(a)(6), pro rata to each Lender, in an amount equal to any accrued
and unpaid Commitment Reduction Fee owing to the Lenders;


 


(9) to
the extent not paid pursuant to Section 2.7(a)(7), first, to the extent not paid pursuant to Section 2.7(b)(1)
as a result of the limitation set forth therein, pro rata to (A) the Collateral Agent, in an amount equal to any accrued
and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities
Intermediary under the Securities Account Control Agreement, and second, pro rata to each applicable party to pay
all other outstanding amounts then due and payable under the Transaction Documents;


 


(10) to
the extent not paid pursuant to Section 2.7(a)(8), to the applicable Governmental Authority, any Tax or withholding
Tax which, if not paid, could result in a Lien on any of the Collateral; and


 


(11) (A)
during a Default, to remain in the Principal Collection Account or (B) otherwise, any remaining amounts shall be deemed released
from the Lien of the Collateral Agent hereunder and distributed to, or at the direction of, the Borrower.


 


Section
2.8 Alternate Priority of Payments.


 


On
each Business Day (a) following the occurrence of an Event of Default or (b) following the declaration of the occurrence,
or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Manager
(or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct the Collateral Agent to pay pursuant
to the related Collateral Management Report (and the Collateral Agent shall make payment from the Collection Account to the extent
of Available Funds, in reliance on the information set forth in such Collateral Management Report) to the following Persons, the
following amounts in the following order of priority:


 


(1) pro
rata to the Collateral Agent, the Custodian and the Securities Intermediary, in an amount equal to any accrued and unpaid
Collateral Agent Fees, Custodian Fees and amounts, including indemnities, payable to the Securities Intermediary under the Securities
Account Control Agreement owing to such Person; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1),
Section 2.7(b)(1) and this Section 2.8(1) shall not exceed $100,000 per annum;


 


(2) to
the Collateral Manager first (A) in an amount equal to any accrued and unpaid Collateral Management Fee, to the extent
not waived in writing by the Collateral Manager, and then second (B) all documented Collateral Manager Reimbursable Expenses
due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable
pursuant to Section 2.7(a)(2)(B), Section 2.7(b)(2)(B) and this Section 2.8(2)(B) shall not exceed $100,000
per annum;


 






    -52-


     


    




 


(3) pro
rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non-Usage Fee;


 


(4) pro
rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such
Person;


 


(5) to
the Unfunded Exposure Account, in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal
the Unfunded Exposure Amount;


 


(6) pro
rata to the Lenders to pay the Advances Outstanding until paid in full;


 


(7) pro
rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee owing to the Lenders;


 


(8) first,
to the extent not paid pursuant to Section 2.8(1) as a result of the limitation set forth therein, pro rata to (A)
the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees, (B) the Custodian, in an amount equal
to any accrued and unpaid Custodian Fees, and (C) the Securities Intermediary, in an amount equal to any amounts, including indemnities,
payable to the Securities Intermediary under the Securities Account Control Agreement, and second, pro rata to each
applicable party to pay all other amounts outstanding under the Transaction Documents;


 


(9) to
the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral;
and


 


(10) any
remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to the Borrower or
any nominee thereof.


 


Section
2.9 Collections and Allocations.


 


(a) Collections.
The Collateral Manager shall promptly identify any Collections received directly by it as Interest Collections or Principal Collections
and shall transfer all such Collections to the appropriate Collection Account within two (2) Business Days after its receipt thereof.
Upon the receipt of Collections in the Collection Account during any Accrual Period, the Collateral Manager shall identify Principal
Collections and Interest Collections no later than the Measurement Date related to the Payment Date immediately following such
Accrual Period and direct the Collateral Agent and Securities Intermediary to transfer the same to the Principal Collection Account
and the Interest Collection Account, respectively. The Collateral Manager shall further include a statement as to the amount of
Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account
on each Reporting Date in the Collateral Management Report delivered pursuant to Section 6.8(c).


 






    -53-


     


    




 


(b) Excluded
Amounts. With the prior written consent of the Administrative Agent, the Collateral Manager may direct the Collateral Agent
and the Securities Intermediary to withdraw from the Collection Account and pay to the Person entitled thereto any amounts credited
thereto constituting Excluded Amounts if the Collateral Manager has, prior to such withdrawal and consent, delivered to the Administrative
Agent, the Collateral Agent, the Borrower and each Lender a report setting forth the calculation of such Excluded Amounts in form
and substance reasonably satisfactory to the Administrative Agent and each Lender.


 


(c) Initial
Deposits. On the initial Funding Date with respect to any Loan, the Collateral Manager will deposit or cause to be deposited
into the Collection Account all Collections received in respect of such Loan on such initial Funding Date. The Borrower shall
confirm to the Administrative Agent in writing when it has provided each such payment instruction.


 


(d) Investment
of Funds. All uninvested amounts on deposit in the Collection Account shall be invested pursuant to clause (b) or (c) of the
definition of Permitted Investments at the written direction of the Collateral Manager. If no such direction is received by the
Collateral Agent, all such amounts shall remain uninvested. All earnings (net of losses and investment expenses) thereon shall
be retained or deposited into the Principal Collection Account and shall be applied on each Payment Date pursuant to the provisions
of Section 2.7 or Section 2.8 (as applicable).


 


(e) Unfunded
Exposure Account. On the last day of the Reinvestment Period, the Borrower shall fund an amount equal to the Unfunded Exposure
Amount into the Unfunded Exposure Account. All funding requests associated with the Unfunded Exposure Amount shall be made from
the Unfunded Exposure Account after the Reinvestment Period End Date. All uninvested amounts on deposit in the Unfunded Exposure
Account shall be invested pursuant to clause (b) of the definition of Permitted Investments at the written direction of the Collateral
Manager. If no such direction is received by the Collateral Agent, all such amounts shall remain uninvested. All earnings (net
of losses and investment expenses) thereon shall be applied to the balance in the Unfunded Exposure Account.


 


Section
2.10 Payments, Computations, etc.


 


(a)
Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower hereunder shall be paid or deposited
in accordance with the terms hereof no later than 3:00 p.m. on the day when due in lawful money of the United States in immediately
available funds and any amount not received before such time shall be deemed received on the next Business Day. The Borrower shall,
to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at
2.00% per annum above the Prime Rate, payable on demand; provided that such interest rate shall not at any time
exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of the applicable Secured Party. All
computations of interest and other fees hereunder shall be made on the basis of a year consisting of 360 days (other than calculations
with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable) for the actual number
of days elapsed.


 






    -54-


     


    




 


(b) Whenever
any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the computation of the payment of Interest or any fee
payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment
Date to satisfy the full amount of any Increased Costs pursuant to Section 2.12, such unpaid amounts shall remain
due and owing and shall accrue interest as provided in Section 2.10(a) until repaid in full.


 


(c) If
any Advance requested by the Borrower is not effectuated as a result of the failure to fulfill any condition under Section 3.2
(other than any condition that is waived by the Administrative Agent), as the case may be, on the date specified therefor,
whichever of the Collateral Manager or the Borrower is at fault, such Person shall indemnify the applicable Lender against any
reasonable loss, cost or expense incurred by the applicable Lender, including, without limitation, any loss, cost or expense incurred
by reason of the liquidation or reemployment of deposits or other funds acquired by the applicable Lender to fund or maintain
such Advance upon receipt by the Borrower of documentation setting forth such costs.


 


Section
2.11 Fees.


 


The
Borrower shall pay to Cadwalader, Wickersham & Taft LLP as counsel to the Administrative Agent and the Lenders and Nixon Peabody
LLP, as counsel to the Collateral Agent, the Custodian and the Securities Intermediary, within two (2) Business Days following
an invoice therefor, its reasonable invoiced fees and out-of-pocket expenses through the Closing Date.


 


Section
2.12 Increased Costs; Capital Adequacy; Illegality.


 


(a) If
either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase
of reserve requirements) in or in the interpretation of any Applicable Law after the date hereof or (ii) the compliance by
an Affected Party with any guideline or request from any central bank or other Governmental Authority (whether or not having the
force of law), shall (A) subject any Affected Party to any Taxes (other than (i) Indemnified Taxes, (ii) Taxes described
in clauses (b) through (d) of the definition of Excluded Taxes and (iii) Other Connection Taxes that are imposed on or measured
by net income (however denominated) or that are franchise Taxes or branch profit Taxes) on its loans, loan principal, letters
of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (B) impose,
modify or deem applicable any reserve requirement (including, without limitation, any reserve requirement imposed by the Board
of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest),
special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected
Party or (C) impose any other condition (other than with respect to Taxes) affecting any Affected Party’s rights hereunder
or under any other Transaction Document, the result of which is to increase the cost to any Affected Party or to reduce the amount
of any sum received or receivable by an Affected Party under this Agreement or under any other Transaction Document, then on the
Payment Date following demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis
for such demand), the Borrower shall pay (in accordance with Section 2.7 or 2.8, as applicable) directly to such
Affected Party such additional amount or amounts as will compensate such Affected Party for such additional or increased cost
incurred or such reduction suffered.


 






    -55-


     


    




 


(b) If
either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive
or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from
any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation,
compliance by an Affected Party with any request or directive regarding capital adequacy, but excluding Taxes, has or would have
the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or
arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction,
change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount
deemed by such Affected Party to be material, then from time to time, on the Payment Date following demand by such Affected Party
(which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay (in accordance
with Section 2.7 or 2.8, as applicable) directly to such Affected Party such additional amount or amounts as will
compensate such Affected Party for such reduction. For the avoidance of doubt, if the issuance of any amendment or supplement
to Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140 by the Financial Accounting Standards Board
or any other change in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires
the consolidation of all or a portion of the assets and liabilities of the Equityholder, the Borrower or any Affected Party with
the assets and liabilities of the Administrative Agent or any Lender or shall otherwise impose any loss, cost, expense, reduction
of return on capital or other loss, such event shall constitute a circumstance on which such Affected Party may base a claim for
reimbursement under this Section 2.12. Notwithstanding the foregoing, but subject to Section 6.7, the provisions
of this Section 2.12(b) shall not apply to the consolidation of the Borrower for accounting purposes as required by
GAAP with the Collateral Manager or any Affiliate thereof, whether or not an Affected Party.


 


(c) If
as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12,
any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement
or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder,
then on the next Payment Date pursuant to Section 2.7 or 2.8, as applicable, occurring at least five (5) Business
Days after the request for such invoice, the Borrower shall pay to such Affected Party such additional amount or amounts as may
be necessary to reimburse such Affected Party for any amounts payable or paid by it.


 


(d) In
determining any amount provided for in this Section 2.12, the Affected Party may use any reasonable averaging and
attribution methods. Any Affected Party making a claim under this Section 2.12 shall submit to the Borrower and the
Collateral Manager a written description as to such additional or increased cost or reduction and the calculation thereof, which
written description shall be conclusive absent manifest error.


 






    -56-


     


    




 


(e) If
a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” with
respect to any Lender occurred, such Lender shall in turn so notify the Borrower, whereupon all Advances Outstanding of the affected
Lender in respect of which Interest accrues at the LIBOR Rate shall immediately be converted into Advances Outstanding in respect
of which such Interest accrues at the Base Rate; provided that such Lender or the Administrative Agent shall notify the
Borrower promptly when the Eurodollar Disruption Event is no longer continuing and interest on such Advances Outstanding on and
after the date of such notice with respect to such Lender shall accrue interest at the LIBOR Rate.


 


(f)
Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.12 shall not
constitute a waiver of such Affected Party’s right to demand or receive such compensation; provided that, anything
to the contrary in this Section 2.12, the Borrower shall not be required to compensate an Affected Party pursuant
to this Section 2.12 for any amounts incurred more than six (6) months prior to the date that such Affected Party
notifies the Borrower of such Affected Party’s intention to claim compensation therefor; provided further
that, if the circumstances giving rise to such claim have a retroactive effect, then such six (6) month period shall be extended
to include the period of such retroactive effect.


 


(g)
Each Lender agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid
the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13;
provided that no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, subject
such Lender to any unreimbursed cost or expense or otherwise be disadvantageous to such Lender. In no event will Borrower be responsible
for increased amounts referred to in this Section 2.12, which relate to any other entities to which Lenders provide
financing.


 


Section
2.13 Taxes.


 


(a) Any
and all payments by or on account of any obligation of the Borrower under any Transaction Document shall be made without deduction
or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion
of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent,
then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount
deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified
Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been
made (including such deductions and withholdings applicable to additional sums payable under this Section 2.13) the applicable
Affected Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 






    -57-


     


    




 


(b) The
Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the applicable
Affected Party timely reimburse it for the payment of, any Other Taxes.


 


(c) The
Borrower shall indemnify each Affected Party, within 10 days after demand therefor, for the full amount of any Indemnified Taxes
(including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.13) payable
or paid by such Affected Party or required to be withheld or deducted from a payment to such Affected Party and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability and the calculation
thereof delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its
own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(d) Without
limiting the generality of Section 11.5, each Lender shall severally indemnify the Administrative Agent, within 10 days
after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has
not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower
to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.16(d)
relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case,
that are payable or paid by the Administrative Agent in connection with any Transaction Document, and any reasonable expenses
arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative
Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any
and all amounts at any time owing to such Lender under any Transaction Document or otherwise payable by the Administrative Agent
to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.13(d).


 


(e) As
soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 2.13,
the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 


(f) (i)
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction
Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower
or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative
Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender,
if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable
law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent
to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other
than such documentation set forth in Section 2.13(f)(ii)(1), Section 2.13(f)(ii)(2), and Section 2.13(f)(ii)(4)
below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject
such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such
Lender.


 






    -58-


     


    




 


(ii) Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,


 


(1) any
Lender that is a U.S. Person shall deliver to the Borrower, the Collateral Agent and the Administrative Agent on or prior to the
date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request
of the Borrower, the Collateral Agent or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender
is exempt from U.S. federal backup withholding tax;


 


(2) any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Collateral Agent and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Collateral Agent
or the Administrative Agent), whichever of the following is applicable:


 


a. in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Transaction Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of
such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN or IRS Form
W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business
profits” or “other income” article of such tax treaty;


 


b. executed
copies of IRS Form W-8ECI;


 


c. in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate substantially in the form of Exhibit 2.13-1 to the effect that such Foreign Lender is not a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of
Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code
(a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable;
or


 






    -59-


     


    




 


d. to
the extent a Foreign Lender is not the beneficial owner of the income, executed copies of IRS Form W-8IMY, accompanied by IRS
Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.13-2
or Exhibit 2.13-3, IRS Form W-9, and/or other certification or documents from each beneficial owner, as applicable; provided
that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming
the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form
of Exhibit 2.13-4 on behalf of each such direct and indirect partner;


 


(3) any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit
the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(4) each
Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times
reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as
prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or
the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under
FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount
to withhold or deduct from such payment. Solely for purposes of this clause (4), “FATCA” shall include any amendments
made to FATCA after the date of this Agreement.


 


Each
Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect,
it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal
inability to do so.


 


(g) If
any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it
has been indemnified pursuant to this Section 2.13 (including by the payment of additional amounts pursuant to this Section
2.13), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments
made under this Section 2.13 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including
Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
party the amount paid over pursuant to this Section 2.13(g) (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this Section 2.13(g), in no event will the indemnified party be
required to pay any amount to an indemnifying party pursuant to this Section 2.13(g) the payment of which would place the
indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject
to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require
any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential)
to the indemnifying party or any other Person.


 






    -60-


     


    




 


(h) Each
party’s obligations under this Section 2.13 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Transaction Document.


 


Section
2.14 Reinvestment; Discretionary Sales, Substitution and Optional Sales of Loans.


 


(a) Reinvestment.
On the terms and conditions hereinafter set forth as certified in writing to the Administrative Agent and the Collateral Agent,
prior to the Facility Maturity Date, the Borrower may withdraw funds on deposit in the Principal Collection Account for the following
purposes:


 


(i) to
reinvest such funds in Loans to be pledged hereunder (a “Reinvestment”), so long as (1) all conditions precedent
set forth in Section 3.2 have been satisfied and (2) each Loan acquired by the Borrower in connection with such reinvestment
shall be an Eligible Loan;


 


(ii) to
make payments in respect of the Advances Outstanding at such time in accordance with and subject to the terms of Section 2.3(b);
or


 


(iii) during
the Reinvestment Period, to fund Delayed Draw Loans and Revolving Loans; provided that the Borrower shall have used all
funds on deposit in the Unfunded Exposure Account to fund such Delayed Draw Loans and Revolving Loans prior to withdrawing funds
from the Principal Collection Account for such purpose.


 


Upon
the satisfaction of the applicable conditions set forth in this Section 2.14(a) (as certified by the Borrower to the
Administrative Agent and the Collateral Agent), the Collateral Agent will release funds from the Principal Collection Account
to be applied pursuant to the above in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B)
the amount on deposit in the Principal Collection Account on such day.


 


(b)
Substitutions. Subject to Sections 2.14(e) and (f), upon not less than two (2) Business Days’ prior
written notice to the Administrative Agent (with a copy to the Collateral Agent, the Custodian and the Lenders), the Borrower
(x) may, during the Reinvestment Period, replace any Loan with another Loan (each a “Substitution”) and (y)
shall, to the extent a Substitution is required under the Sale Agreement, effect a Substitution, in each case so long as (i) no
Event of Default has occurred and is continuing and, immediately after giving effect to such Substitution, no Default or Event
of Default shall have occurred, (ii) each substitute Loan acquired by the Borrower in connection with a Substitution shall be
an Eligible Loan, (iii) 100% of the proceeds from the sale of the Loan(s) to be replaced in connection with such Substitution
are either applied by the Borrower to acquire the substitute Loan(s) or deposited in the Collection Account, (iv) all conditions
precedent set forth in Section 3.2 have been satisfied with respect to each substitute Loan to be acquired by the
Borrower in connection with such Substitution, and (v) immediately after giving effect to such Substitution, no Borrowing
Base Deficiency exists; provided that, notwithstanding anything to the contrary set forth in Section 3.2, in
the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Substitution, the Borrower
may effect a Substitution so long as, immediately after giving effect to such Substitution and any other sale or transfer substantially
contemporaneous therewith, such Borrowing Base Deficiency is reduced or cured.


 






    -61-


     


    




 


(c) Discretionary
Sales. Subject to Sections 2.14(e) and (f), upon not less than one (1) Business Day’s prior written notice
to the Administrative Agent (with a copy to the Collateral Agent and the Lenders), the Borrower may sell Loans (each, a “Discretionary
Sale”) so long as (i) no Event of Default has occurred and is continuing and, immediately after giving effect to
such Discretionary Sale, no Default or Event of Default shall have occurred, (ii) unless the Administrative Agent has provided
its prior written consent, the sale price of each Loan sold pursuant to a Discretionary Sale shall be greater than or equal to
its Adjusted Borrowing Value and (iii) immediately after giving effect to such Discretionary Sale, no Borrowing Base Deficiency
exists; provided that, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to
such Discretionary Sale, the Borrower may, with the prior consent of the Administrative Agent in its sole discretion, effect a
Discretionary Sale so long as, immediately after giving effect to such Discretionary Sale and any other sale or transfer substantially
contemporaneous therewith, such Borrowing Base Deficiency is reduced or cured.


 


(d) Optional
Sales. Subject to Section 2.14(e), the Borrower shall have the right to sell all of the Loans included in the Collateral
(an “Optional Sale”) on any Business Day. The proceeds of any Optional Sale shall be distributed on the related
sale date in accordance with Section 2.8.


 








 


(e) Conditions
to Sales, Substitutions and Repurchases. Any Discretionary Sale, sale pursuant to a Substitution or Optional Sale effected
pursuant to Sections 2.14(b), (c), or (d) shall be subject to the satisfaction of the following conditions
(as shall be deemed certified by the Borrower upon delivery of any instruction to effect any such Discretionary Sale, sale pursuant
to a Substitution or Optional Sale effective pursuant to Section 2.14(b), (c) or (d)):


 


(i) the
Collateral Manager shall deliver a Collateral Management Report to the Administrative Agent and the Collateral Agent;


 


(ii) the
Borrower shall deliver a list of all Loans to be sold or substituted to the Administrative Agent, the Collateral Agent and the
Custodian;


 


(iii) as
certified in writing to the Administrative Agent by the Borrower, no selection procedures adverse to the interests of the Administrative
Agent or the Lenders were utilized by the Borrower or the Collateral Manager, as applicable, in the selection of the Loans to
be sold or substituted;


 


(iv) the
Borrower shall notify the Administrative Agent and Collateral Agent of any amount to be deposited into the Collection Account
in connection with any sale or substitution;


 


(v) each
such Discretionary Sale, sale pursuant to a Substitution and Optional Sale complies with Section 6.2(m);


 


(vi) (A)
the Borrower shall be deemed to have certified to the Administrative Agent and the Collateral Agent (for the benefit of the Secured
Parties) that the representations and warranties contained in Section 4.1 and 4.2 hereof, (B) the Collateral
Manager shall be deemed to have certified to the Administrative Agent and the Collateral Agent (for the benefit of the Secured
Parties) that the representations and warranties contained in Section 4.3 hereof, and (C) the Equityholder shall be
deemed to have certified to the Administrative Agent and the Collateral Agent (for the benefit of the Secured Parties) that the
representations and warranties contained in Section 4.5 hereof shall continue to be correct in all material respects
upon giving effect to any sale or substitution, except to the extent any such representation or warranty relates to an earlier
date;


 


(vii) any
repayment of Advances Outstanding in connection with any sale or substitution of Loans hereunder shall comply with the requirements
set forth in Section 2.3;


 






    -62-


     


    




 


(viii)
as certified in writing to the Administrative Agent and Collateral Agent for the benefit of the Secured Parties by the Borrower,
any Discretionary Sale or sale in connection with a Substitution shall be made by the Borrower to a third-party purchaser unaffiliated
with the Equityholder or the Collateral Manager in a transaction (1) reflecting arm’s-length market terms and (2) in
which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other
party to such sale (other than the representations, warranties and covenants set forth in the LSTA Par/Near Par Trade Confirmation,
the LSTA Distressed Trade Confirmation or the LSTA Purchase and Sale Agreement for Distressed Trades, in each case as published
by The Loan Syndications and Trading Association, Inc. as of the date of such confirmation or agreement, or substantially similar
representations, warranties and covenants, to the extent such documentation is not used in connection with such transaction),
provided that, notwithstanding the foregoing, the Borrower may make a Discretionary Sale or sale in connection with a Substitution,
in each case for fair market value, to the Equityholder, the Collateral Manager or an Affiliate of the Borrower or the Collateral
Manager with the prior written consent of the Administrative Agent in its sole discretion (except that, so long as no Event of
Default has occurred, no such consent shall be required in connection with a Discretionary Sale or Substitution (1) to the Equityholder
pursuant to any exercise of the Equityholder’s mandatory repurchase or Substitution obligation under Section 7.1 of the
Sale Agreement or (2) permitted by Section 2.14(f)); provided, further, that after the occurrence
and during the continuance of an Event of Default, the Borrower may only make Discretionary Sales, sales pursuant to a Substitution
or an Optional Sale with the prior written consent of the Administrative Agent in its sole discretion;


 


(ix) the
Borrower shall pay an amount equal to all Breakage Costs (with respect to any Optional Sale) and other accrued and unpaid costs
and expenses (including, without limitation, reasonable legal fees) of the Administrative Agent, the Lenders (but not including
any Defaulting Lender) and the Collateral Agent and the Custodian in connection with any such sale, substitution or repurchase
(including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent on behalf
of the Secured Parties and any other party having an interest in the Loan in connection with such sale, substitution or repurchase);


 


(x) with
respect to an Optional Sale, the Borrower shall, not later than ten (10) Business Days prior to the date of such sale, deliver
to the Administrative Agent and each Lender a certificate and evidence to the reasonable satisfaction of such parties (which satisfaction
shall be confirmed in writing by the Administrative Agent and each Lender) that the Borrower shall have sufficient funds on or
prior to the date of such sale to pay the outstanding Obligations in full pursuant to Section 2.8; and


 


(xi) if
any Loan sold pursuant to a Discretionary Sale, sale pursuant to a Substitution or Optional Sale is sold for a price less than
its Adjusted Borrowing Value, the Administrative Agent shall have provided its prior written consent to such sale in its sole
discretion.


 


(f) Limitations
on Sales, Substitutions and Repurchases. The aggregate Outstanding Balance of all Loans which are sold or intended to be sold
by the Borrower in connection with a Substitution or a Discretionary Sale during any 12-month rolling period shall not exceed,
collectively, 25% of the Facility Amount as of the start of such 12-month period (or such lesser number of months as shall have
elapsed as of such date); provided that, the limitation set forth in this clause (f) shall not apply with respect to (i)
any Discretionary Sale of a Loan to reduce a Borrowing Base Deficiency or (ii) any Discretionary Sale of a Loan in connection
with a repayment of the Facility Amount after the Reinvestment Period End Date.


 






    -63-


     


    




 


Section
2.15 Assignment of the Sale Agreement.


 


The
Borrower hereby collaterally assigns to the Collateral Agent, for the benefit of the Secured Parties, all of the Borrower’s
right, title and interest in and to, but none of its obligations under, the Sale Agreement and any UCC financing statements filed
under or in connection therewith. In furtherance and not in limitation of the foregoing, the Borrower hereby assigns to the Collateral
Agent for the benefit of the Secured Parties its right to indemnification under each of the Sale Agreement. The Borrower confirms
that the Collateral Agent, on behalf of the Secured Parties, shall have the right (but not, unless directed by the Secured Parties
in accordance with the terms hereof, the obligation) to enforce the Borrower’s rights and remedies under the Sale Agreement
and any UCC financing statements filed under or in connection therewith for the benefit of the Collateral Agent for the benefit
of the Secured Parties. Each of the Administrative Agent, the Lenders and the Collateral Agent agrees that unless and until an
Event of Default shall have occurred and be continuing and the Termination Date has been declared, the Obligations accelerated
and the Collateral Agent has delivered a Notice of Exclusive Control, the Collateral Manager on behalf of the Borrower may continue
to exercise its rights under the Sale Agreement.


 


Section
2.16 Capital Contributions.


 


Any
direct or indirect owner of the Borrower may, but shall not be obligated to, make a capital contribution in Cash or securities
to the Borrower at any time, which proceeds may be deposited into any Account.


 


Section
2.17 Defaulting Lenders.


 


(a) Notwithstanding
anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that
Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:


 


(i) such
Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall
be restricted as set forth in Section 12.1;


 


(ii) any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting
Lender (whether voluntary or mandatory, at maturity, or otherwise), shall be applied at such time or times as may be determined
by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative
Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists (except to the extent
caused by such Defaulting Lender, as determined by the Administrative Agent in its sole discretion)), to the funding of any Advance
in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined
by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest
bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund future Advances under this
Agreement; fourth, to the payment of any amounts owing to the other Lenders as a result of any judgment of a court of competent
jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement; fifth, so long as no Default or Event of Default exists (except to the extent caused
by such Defaulting Lender, as determined by the Administrative Agent in its sole discretion), to the payment of any amounts owing
to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to that
Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment
of the principal amount of any Advances in respect of which such Defaulting Lender has not fully funded its appropriate share,
such payment shall be applied solely to pay the Advances of all non-Defaulting Lenders on a pro rata basis prior to being
applied to the payment of any Advances of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to
a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant
to this Section 2.17 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents
hereto; and


 






    -64-


     


    




 


(iii) such
Defaulting Lender shall not be entitled to receive any Non-Usage Fee for, or Commitment Reduction Fee during, any period during
which that Lender is a Defaulting Lender (and under no circumstance shall the Borrower retroactively be or become required to
pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender).


 


(b) If
the Administrative Agent determines in its sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting
Lender, the Administrative Agent will so notify the parties hereto in writing, whereupon as of the effective date specified in
such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral),
such Lender will, to the extent applicable, purchase that portion of outstanding Advances of the other Lenders or take such other
actions as the Administrative Agent may determine to be necessary to cause the Advances to be held on a pro rata basis
by the Lenders, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively
with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting
Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having
been a Defaulting Lender. The Administrative Agent and the Borrower (or Collateral Manager on its behalf) shall provide written
notice to the Collateral Agent of a Lender becoming a Defaulting Lender.


 


ARTICLE
III



CONDITIONS TO CLOSING AND ADVANCES


 


Section
3.1 Conditions to Closing.


 


No
Lender shall be obligated to make any Advance hereunder, nor shall any Lender, the Administrative Agent or the Collateral Agent
be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the
sole discretion of, or waived in writing by the Administrative Agent:


 


(a) Each
Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall
have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request
in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Administrative
Agent;


 






    -65-


     


    




 


(b) The
Administrative Agent shall have received satisfactory evidence that each of the Equityholder, the Borrower and the Collateral
Manager has obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement
and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby;


 


(c) The
Equityholder, the Collateral Manager and the Borrower shall each have delivered to the Administrative Agent a certificate as to
whether such Person is Solvent in the form of Exhibit C;


 


(d) (i)
The Borrower shall have delivered to the Administrative Agent a certification that no Default, Event of Default or Change of Control
with respect to the Borrower has occurred, (ii) the Collateral Manager shall have delivered to the Administrative Agent a certification
that no Default, Event of Default or Change of Control with respect to the Collateral Manager or Collateral Manager Termination
Event has occurred and (iii) the Equityholder shall have delivered to the Administrative Agent a certification that no Default,
Event of Default or Change of Control with respect to the Equityholder has occurred;


 


(e) The
Administrative Agent, the Collateral Agent, the Custodian and the Collateral Manager shall have received, with a counterpart for
each Lender, the executed legal opinion or opinions of Dechert LLP, counsel to the Borrower, covering enforceability, grant and
perfection of the security interests on the Collateral and non-consolidation of the Borrower with the Equityholder, in each case,
in form and substance acceptable to the Administrative Agent in its reasonable discretion;


 


(f) The
Borrower, the Collateral Agent, the Custodian and the Administrative Agent shall have received the executed legal opinion or opinions
of Dechert LLP, counsel to the Equityholder and to the Collateral Manager, covering (i) enforceability of the Transaction
Documents to which the Equityholder or the Collateral Manager is a party and (ii) true sale of the Loans from the Equityholder
to the Borrower, in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion;


 


(g) The
Administrative Agent, the Collateral Agent, the Custodian and the Lenders shall have received the fees (including fees, disbursements
and other charges of counsel to the Administrative Agent) to be received on the date of the initial Advance referred to herein;


 


(h) The
Administrative Agent, the Lenders and the Collateral Agent shall have received, sufficiently in advance of the Closing Date, all
documentation and other information required by bank regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including the USA Patriot Act;


 


(i) All
corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated
by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative
Agent, and the Administrative Agent shall have received such other documents and legal opinions in respect of any aspect or consequence
of the transactions contemplated hereby or thereby as it shall reasonably request;


 






    -66-


     


    




 


(j) [reserved];


 


(k) The
UCC-1 financing statements naming (1) the Borrower as debtor and the Collateral Agent as secured party, and (2) the Equityholder
as debtor, the Collateral Agent as secured party and the Borrower as assignor secured party are in proper form for filing in the
filing office of the appropriate jurisdiction and, when filed, together with the Securities Account Control Agreement, are effective
to perfect the Collateral Agent’s security interest in the Collateral such that the Collateral Agent’s security interest
in the Collateral ranks senior to that of any other creditors of the Borrower, Equityholder or Equityholder (whether now existing
or hereafter acquired), subject to Permitted Liens;


 


(l) The
Administrative Agent and the Collateral Agent shall have received an Officer’s Certificate of the Equityholder, the Collateral
Manager, and the Borrower, with a counterpart for each Lender, that includes a copy of the resolutions (or other authorizing instruments,
if applicable), in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors (or similar
governing or managing body) of such Person authorizing (i) the execution, delivery and performance of this Agreement and
the other Transaction Documents to which it is a party, (ii) in the case of the Borrower, the borrowings contemplated hereunder
and (iii) in the case of the Borrower and the Equityholder, the granting by it of the Liens created pursuant to the Transaction
Documents, certified by a Responsible Officer (or other authorized Person) of such Person as of the Closing Date, which certification
shall be in form and substance reasonably satisfactory to the Administrative Agent and shall state that the resolutions, or other
authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded;


 


(m) The
Administrative Agent and the Collateral Agent shall have received, with a counterpart for each Lender, a certificate of the Equityholder,
the Collateral Manager and the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of such Person
executing any Transaction Document, which certification shall be included in the certificate delivered in respect of such Person
pursuant to Section 3.1(l) and reasonably satisfactory in form and substance to the Administrative Agent, and shall
be executed by a Responsible Officer (or other authorized Person) of such Person;


 


(n) The
Administrative Agent and the Collateral Agent shall have received, with a counterpart for each Lender, true and complete copies
of the Governing Documents of the Equityholder, the Collateral Manager and the Borrower, certified as of the Closing Date as complete
and correct copies thereof by a Responsible Officer (or other authorized Person) of such Person, which certification shall be
included in the certificate delivered in respect of such Person pursuant to Section 3.1(l) and shall be in form and
substance reasonably satisfactory to the Administrative Agent;


 


(o) The
Administrative Agent shall have received, with a copy for each Lender, certificates dated as of a recent date from the Secretary
of State or other appropriate authority, evidencing the good standing of the Equityholder, the Collateral Manager and the Borrower
(i) in the jurisdiction of its organization or incorporation and (ii) in each other jurisdiction where its ownership,
lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii),
where the failure to so qualify could not be reasonably expected to have a Material Adverse Effect;


 






    -67-


     


    




 


(p) The
Administrative Agent and the Collateral Agent shall have received evidence in form and substance satisfactory to the Administrative
Agent that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed
financing statements on form UCC-1 (other than the financing statements referred to in clause (k) above) necessary or, in the
opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Transaction Documents
shall have been completed;


 


(q) The
Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent,
of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy
and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent;
and


 


(r) The
Borrower shall have received the executed legal opinion or opinions of Nixon Peabody LLP counsel to the Collateral Agent, covering enforceability
of the Transaction Documents to which the Collateral Agent is a party.


 


Section
3.2 Conditions Precedent to All Advances and Acquisitions of Loans.


 


Each
Advance under this Agreement, each Reinvestment of Principal Collections pursuant to Section 2.14(a)(i) and each acquisition
of Loans in connection with a Substitution pursuant to Section 2.14(b) (each, a “Transaction”)
shall be subject to the further conditions precedent that:


 


(a) With
respect to any Advance, the Collateral Manager shall have delivered to the Administrative Agent (with a copy to the Collateral
Agent and each Lender) no later than 2:00 p.m. on the related Funding Date:


 


(i) a
Funding Notice in the form of Exhibit A-1 and a Borrowing Base Certificate and a Loan Checklist listing each Loan,
if any, proposed to be acquired by the Borrower in connection with such Transaction; and


 


(ii) if
a Loan is being acquired with such Advance, a certificate of assignment in the form of Exhibit F (including Exhibit A
thereto) and containing such additional information as may be reasonably requested by the Administrative Agent and each Lender;


 


(b) With
respect to any Reinvestment of Principal Collections permitted by Section 2.14(a)(i) and each acquisition of Loans
in connection with a Substitution pursuant to Section 2.14(b), the Collateral Manager shall have delivered to the
Administrative Agent (with a copy to the Collateral Agent), no later than 2:00 p.m. on the Business Day prior to any such reinvestment,
a Reinvestment Notice in the form of Exhibit A-3 and a Borrowing Base Certificate, executed by the Collateral Manager
on behalf of the Borrower;


 






    -68-


     


    




 


(c) On
the date of such Transaction (A) the Borrower shall be deemed to have certified that each of the following statements shall be
true and correct as of such date and (B) if the related Borrower’s Notice is executed by the Borrower, the Borrower shall
have certified in such notice that (other than with respect to the Collateral Manager’s certifications in clause (d) and,
with respect to reports required to be delivered by the Collateral Manager under the Transaction Documents, clause (g) and the
conditions precedent in clauses (f), (h) and (i) of this Section 3.2) all conditions precedent to the requested Transaction
have been satisfied:


 


(i) the
representations and warranties contained in Section 4.1 and Section 4.2 are true and correct in all respects
on and as of such day (other than any representation and warranty that is made as of a specific date);


 


(ii) no
event has occurred, or would result from such Transaction or from the application of proceeds thereof, that constitutes a Default
or an Event of Default;


 


(iii) on
and as of such day, immediately after giving effect to such Transaction, the Advances Outstanding do not exceed the Borrowing
Base (or, to the extent permitted under Section 2.14(b), any Borrowing Base Deficiency is reduced);


 


(iv) to
the extent applicable to the requested Transaction and with respect to the Borrower, no Applicable Law shall prohibit or enjoin
the proposed Reinvestment of Principal Collections or acquisition of Loans; and


 


(v) on
and as of such day, immediately after giving effect to such Transaction the Advances Outstanding do not exceed the Facility Amount.


 


(d) On
the date of such Transaction (A) the Collateral Manager shall be deemed to have certified that each of the following statements
shall be true and correct as of such date and (B) the Collateral Manager shall have certified in the related Borrower’s
Notice that (other than with respect to the Borrower’s certifications in clause (c) and, with respect to reports required
to be delivered by the Borrower under the Transaction Documents, clause (g) and the conditions precedent in clauses (f), (h) and
(i) of this Section 3.2) all conditions precedent to the requested Transaction have been satisfied:


 


(i) no
event has occurred, or would result from such Transaction or from the application of proceeds thereof, that constitutes a Default,
an Event of Default or a Collateral Manager Termination Event;


 


(ii) on
and as of such day, immediately after giving effect to such Transaction, the Advances Outstanding do not exceed the Borrowing
Base (or, to the extent permitted under Section 2.14(b), any Borrowing Base Deficiency is reduced);


 


(iii) the
representations and warranties contained in Section 4.3 are true and correct in all respects on and as of such day (other
than any representation and warranty that is made as of a specific date); and


 






    -69-


     


    




 


(iv) on
and as of such day, immediately after giving effect to such Transaction, the Advances Outstanding do not exceed the Facility Amount.


 


(e) (i)
With respect to any Advance under this Agreement or any Reinvestment of Principal Collections pursuant to Section 2.14(a)(i),
the Reinvestment Period End Date shall not have occurred, and (ii) with respect to any Transaction, the Termination Date shall
not have occurred;


 


(f) On
each date specified in Section 4.5, the Equityholder shall be deemed to have certified that the representations and warranties
contained in Section 4.5 are true and correct in all respects on and as of such day (other than any representation
and warranty that is made as of a specific date);


 


(g) The
Borrower and Collateral Manager shall have delivered to the Administrative Agent and (as applicable) the Collateral Agent all
reports required to be delivered by either thereof as of the date of such Transaction including, without limitation, all deliveries
required by Section 2.2;


 


(h) The
Borrower shall have paid all fees then required to be paid and, without duplication of Section 2.11, shall have reimbursed
the Lenders, the Collateral Agent, the Custodian, the Securities Intermediary and the Administrative Agent for all fees, costs
and expenses then required to be paid in connection with the closing of the transactions contemplated hereunder and under the
other Transaction Documents, including the reasonable attorney fees and any other legal and document preparation costs incurred
by the Lenders (other than any Defaulting Lender), the Collateral Agent, the Custodian and the Administrative Agent;


 


(i) The
Borrower and the Collateral Manager shall have received a copy of an Approval Notice, executed by the Administrative Agent, evidencing
the approval of the Administrative Agent, in its sole discretion in accordance with clause (a) of the definition of “Eligible
Loan,” of the Loans to be added to the Collateral;


 


(j)
In connection with the initial Advance with respect to the acquisition of any Loan, the Borrower shall have delivered to the Custodian
(with a copy to the Administrative Agent and the Collateral Agent), no later than 2:00 p.m. on the related Advance Date, a faxed
or an emailed copy of the duly executed original promissory notes for each such Loan in respect of which a promissory note is
issued (or, in the case of any Noteless Loan, a fully executed assignment agreement); provided that, notwithstanding the
foregoing, the Borrower shall cause the Loan Checklist and the Required Loan Documents to be in the possession of the Custodian
within five (5) Business Days of any related Advance Date with respect to any Loan;


 


(k) To
the extent any Loans being acquired by the Borrower in connection with such Transaction are being purchased from the Equityholder,
a true sale opinion with respect to each Loan, in each case, in form and substance acceptable to the Administrative Agent in its
reasonable discretion (it being acknowledged and agreed that the opinion delivered by Dechert LLP on the Closing Date is acceptable
to the Administrative Agent and satisfies the requirements of this Section 3.2(k), so long as such sales are made in accordance
with the facts described in such opinion and pursuant to the Sale Agreement); and


 






    -70-


     


    




 


(l) Prior
to the initial Advance, the Administrative Agent shall have received evidence satisfactory to it that the Minimum Equity Amount
has been contributed to the Borrower by the Equityholder and that the Equity Amount is at least equal to the Minimum Equity Amount.


 


The
failure of any of the foregoing conditions precedent to be satisfied in respect of any Advance shall give rise to a right of the
Administrative Agent and the applicable Lender, which right may be exercised at any time on the demand of the applicable Lender,
to rescind the related Advance and direct the Borrower to pay to the Administrative Agent for the benefit of the applicable Lender
an amount equal to the related Advances made during any such time that any of the foregoing conditions precedent were not satisfied.


 


Section
3.3 Custodianship; Transfer of Loans and Permitted Investments.


 


(a) The
Collateral Agent and/or the Custodian (as to the Required Loan Documents) shall hold all Certificated Securities and Instruments
in physical form at the offices specified in Section 5.5(c). Any successor Collateral Agent or the Custodian shall be a
state or national bank or trust company which is not an Affiliate of the Borrower or the Equityholder, and which is a Qualified
Institution.


 


(b) Each
time that the Borrower shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall, if such
Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation
has not already been delivered to the Collateral Agent and/or the Custodian, as applicable, in accordance with Section 3.2(j)
and the requirements set forth in the definition of “Required Loan Documents”, cause the delivery of such Permitted
Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation
in accordance with the requirements set forth in the definition of “Required Loan Documents” to the Collateral Agent
and/or the Custodian to be credited by the Collateral Agent to the Collateral Account in accordance with the terms of this Agreement.
The security interest of the Collateral Agent in the funds or other property utilized in connection with such acquisition shall,
immediately and without further action on the part of the Collateral Agent, be released.


 


(c) The
Borrower shall cause all Loans or Permitted Investments acquired by the Borrower to be transferred to the Collateral Agent and/or
the Custodian for credit by the Collateral Agent to the Collateral Account, and shall cause all Loans and Permitted Investments
acquired by the Borrower to be delivered to the Collateral Agent and/or the Custodian by one of the following means (and shall
take any and all other actions necessary to create and perfect in favor of the Collateral Agent a valid security interest in each
Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor
of the Borrower (whether now existing or hereafter acquired)):


 


(i) in
the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed
to the Collateral Agent or in blank by an effective Indorsement or registered in the name of the Collateral Agent and by (A) delivering
such Instrument or Security Certificate to the Securities Intermediary at the Corporate Trust Office and (B) causing the
Securities Intermediary to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession
of such Instrument or Security Certificate at the offices of the Collateral Agent specified in Section 5.5(c);


 






    -71-


     


    




 


(ii) in
the case of an Uncertificated Security, by (A) causing the Collateral Agent to become the registered owner of such Uncertificated
Security and (B) causing such registration to remain effective;


 


(iii) in
the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the
name of the Borrower pursuant to the Securities Account Control Agreement; and


 


(iv) in
the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining
and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Collateral Agent as secured party
and describing the Loan or Permitted Investment (as the case may be) as the collateral (or describing the collateral as “all
assets,” or words of similar effect) at the filing office of the Secretary of State of the State of Delaware.


 


(d) The
security interest of the Collateral Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately
and without further action on the part of the Collateral Agent, be released and the Collateral Agent shall immediately release
such Collateral to, or as directed by, the Borrower.


 


ARTICLE
IV



REPRESENTATIONS AND WARRANTIES


 


Section
4.1 Representations and Warranties of the Borrower.


 


The
Borrower represents and warrants as follows as of the Closing Date, each Funding Date, and as of each other date provided under
this Agreement or the other Transaction Documents on which such representations and warranties are required to be (or deemed to
be) made (unless such representation is only made as of a specific date set forth below):


 


(a) Organization
and Good Standing. The Borrower 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 Collateral.


 


(b) Due
Qualification. The Borrower is (i) duly qualified to do business 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.


 






    -72-


     


    




 


(c) Power
and Authority; Due Authorization; Execution and Delivery. The Borrower (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 (b) carry
out the terms of the Transaction Documents to which it is a party, 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 the
pledge and assignment of a security interest in the Collateral on the terms and conditions herein provided. This Agreement and
each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.


 


(d) Binding
Obligation. Each Transaction Document to which the Borrower is a party constitutes a legal, valid and binding obligation of
the Borrower enforceable against the Borrower 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 Borrower or any Contractual
Obligation of the Borrower, (ii) result in the creation or imposition of any Lien (other than Permitted Liens) upon any of
the Borrower’s properties pursuant to the terms of any such Contractual Obligation, other than this Agreement, or (iii) violate
any Applicable Law.


 


(f) Agreements.
The Borrower is not a party to any agreement or instrument or subject to any limited liability company restriction that has resulted
or could reasonably be expected to result in a Material Adverse Effect. The Borrower 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 Borrower, threatened
against the Borrower, before any Governmental Authority (i) asserting the invalidity of any Transaction Document to which
the Borrower is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by any Transaction
Document to which the Borrower 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 Borrower of each Transaction
Document to which the Borrower is a party have been obtained.


 


(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 Borrower.


 






    -73-


     


    




 


(j) Solvency.
The Borrower is not the subject of any Insolvency Proceeding or Insolvency Event. The transactions under the Transaction Documents
to which the Borrower is a party do not and will not render the Borrower not Solvent and the Borrower shall deliver to the Administrative
Agent on the Closing Date a certification in the form of Exhibit C.


 


(k) Taxes.
The Borrower (i) is and has always been treated as a disregarded entity of the Equityholder for U.S. federal income tax purposes,
(ii) 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 (iii) has timely 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 Borrower has set aside
on its books adequate reserves in accordance with GAAP.


 


(l) Exchange
Act Compliance; Regulations T, U and X. None of the transactions contemplated herein or in the other Transaction Documents
(including, without limitation, the use of the proceeds from the transfer of the Collateral) will violate or result in a violation
of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including, without limitation, Regulations
T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend
to carry or purchase, and no proceeds from the Advances will be used to carry or purchase, any “margin stock” within
the meaning of Regulation U or to extend “purpose credit” within the meaning of Regulation U.


 


(m) Security
Interest.


 


(i) This
Agreement creates a valid and continuing security interest (as defined in the UCC as in effect from time to time in the State
of New York) in the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is
validly perfected under Article 9 of the UCC and is prior to all other Liens (except for Permitted Liens), and is enforceable
as such against creditors of and purchasers from the Borrower;


 


(ii) the
Collateral is comprised of “instruments”, “security entitlements”, “general intangibles”,
“certificated securities”, “uncertificated securities”, “securities accounts”, “investment
property” and “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under
the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(m)(i);


 


(iii) with
respect to Collateral that constitute Security Entitlements:


 


(1) all
of such Security Entitlements have been credited to one of the Accounts and the securities intermediary for each Account has agreed
to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time
in the State of New York;


 


(2) the
Borrower has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the
UCC as in effect from time-to-time in the State of New York) with respect to each Account; and


 






    -74-


     


    




 


(3)
the Accounts are not in the name of any Person other than the Borrower, subject to the lien of the Collateral Agent for the benefit
of the Secured Parties. The Borrower has not instructed the securities intermediary of any Account to comply with the entitlement
order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive
Control, the Borrower and the Collateral Manager may cause Cash in the Accounts to be invested in Permitted Investments, and the
proceeds thereof to be paid and distributed in accordance with this Agreement;


 


(iv) all
Accounts constitute “securities accounts” as defined in the Section 8-501(a) of the UCC as in effect from time
to time in the State of New York;


 


(v) the
Borrower owns and has good and marketable title to (or, with respect to assets securing any Collateral, a valid security interest
in) the Collateral free and clear of any Lien (other than Permitted Liens) of any Person;


 


(vi) the
Borrower has received all consents and approvals required by the terms of any Loan to the granting of a security interest in the
Loans hereunder to the Collateral Agent, on behalf of the Secured Parties;


 


(vii) the
Borrower has taken all necessary steps to file (or cause to be filed) all appropriate financing statements in the proper filing
office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the
Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the Borrower’s
jurisdiction of organization;


 


(viii) other
than the security interest granted to the Collateral Agent, on behalf of the Secured Parties, pursuant to this Agreement, and
any security interest granted to the Securities Intermediary pursuant to the Account Control Agreement, the Borrower has not pledged,
assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Borrower has not authorized the
filing of and is not aware of any financing statements against the Borrower that include a description of any collateral included
in the Collateral other than any financing statement (A) relating to the security interest, if any, granted to the Borrower under
the Sale Agreement or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent or the Borrower on
or prior to the date hereof;


 


(ix) other
than Permitted Liens, there are no judgments or Liens for Taxes with respect to the Borrower and no claim is being asserted with
respect to the Taxes of the Borrower;


 


(x) other
than in the case of Noteless Loans, all original executed copies of each underlying promissory note that constitute or evidence
each Loan that is evidenced by a promissory note has been or, subject to the delivery requirements contained herein, will be delivered
to the Custodian;


 






    -75-


     


    




 


(xi) other
than in the case of Noteless Loans, the Borrower has received, or subject to the delivery requirements contained herein will receive,
a written acknowledgment from the Custodian that the Custodian or its custodian is holding the underlying promissory notes that
evidence all Loans evidenced by a promissory note solely on behalf of the Collateral Agent for the benefit of the Secured Parties;


 


(xii) other
than any assignment to the Borrower in connection with the Borrower’s acquisition of the related Loan, if applicable, none
of the underlying promissory notes (if any) that constitute or evidence the Loans has any marks or notations indicating that they
have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties;


 


(xiii) with
respect to Collateral that constitutes a “certificated security,” such certificated security has been delivered to
the Collateral Agent on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Collateral
Agent, on behalf of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral
Agent, on behalf of the Secured Parties, upon original issue or registration of transfer by the Borrower; and


 


(xiv) in
the case of an Uncertificated Security, the Borrower has caused the issuer of such Uncertificated Security to register the Collateral
Agent, on behalf of the Secured Parties, as the registered owner of such Uncertificated Security.


 


(n) Reports
Accurate. Any of the following information provided or prepared by an Obligor, the Collateral Manager, the Equityholder or
the Collateral Agent, including, without limitation, any financial statements required pursuant to Section 5.3(f), all
information, exhibits, financial statements, documents, books, records or reports furnished or to be furnished to the Administrative
Agent or any Lender 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 Collateral Manager 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 third parties, is true and correct in
all material respects to the actual knowledge of the Collateral Manager) as of the date such information is provided (or such
other date as may be specified therein).


 


(o) Location
of Offices. The Borrower’s location (within the meaning of Article 9 of the UCC) is, and at all times has been,
the State of Delaware. The Borrower’s Federal Employee Identification Number is correctly set forth on the certificate required
pursuant to Section 3.1(l). The Borrower has not changed its name (whether by amendment of its certificate of formation,
by reorganization or otherwise) or its jurisdiction of organization and has not changed its location within the four (4) months
preceding the Closing Date, except as permitted under and in satisfaction of Section 5.1(o)(vii).


 


(p) Collection
Accounts. The Collection Accounts (including any sub accounts thereof) are the only accounts to which Collections are sent.


 






    -76-


     


    




 


(q) Legal
Name. The Borrower’s exact legal name is, and at all times has been the name as set forth on Annex A hereto,
except as permitted under and in satisfaction of Section 5.1(o)(vii).


 


(r) Sale
Agreement. The Sale Agreement is the only agreement pursuant to which the Borrower purchases Collateral from the Equityholder.


 


(s) Value
Given. The Borrower has given reasonably equivalent value to the Equityholder or the applicable third party seller of Collateral
in consideration for the transfer to the Borrower of the Collateral, 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.


 


(t) Accounting.
Other than for tax purposes, the Borrower accounts for the transfers to it of Collateral as purchases of such Collateral 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).


 


(u) Special
Purpose Entity. At all times prior to the Collection Date, the Borrower has not and shall not:


 


(i) engage
in any business or activity other than the purchase, receipt, management and sale of Collateral, the transfer and pledge of Collateral
pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and Underlying
Instruments, the administration, disposition, exercise of rights and remedies and other actions relating to the Collateral, and
such other activities as are incidental thereto;


 


(ii) acquire
or own any assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation of
the Borrower and the performance of its obligations under the Transaction Documents and Underlying Instruments, including, without
limitation, capital contributions which it may receive from the Equityholder;


 


(iii) merge
into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of
all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining
the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or
jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous
occurrence of the Collection Date;


 


(iv) except
as otherwise permitted under clause (iii) above, fail to preserve its existence as an entity duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent
of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company agreement
or fail to observe limited liability company formalities;


 






    -77-


     


    




 


(v) form,
acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with
the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), or make any Investment
in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with
respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative
Agent;


 


(vi) other
than with respect to Collections that have not yet been (and are not yet required to have been) transferred to the Collection
Account in accordance with the terms hereof, which Collections are being held in trust for the benefit of the Secured Parties,
commingle its assets with the assets of any of its Affiliates, or of any other Person;


 


(vii) incur
any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness
to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all
the Commitments;


 


(viii) become
insolvent or fail to pay its debts and liabilities from its assets as the same shall become due;


 


(ix) fail
to maintain its records, books of account and bank accounts separate and apart from those of any other Person;


 


(x) enter
into any contract or agreement with any Person, except (a) the Transaction Documents, (b) organizational documents, (c) Underlying
Instruments and (d) other contracts or agreements that are upon terms and conditions that are commercially reasonable and
substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person;
provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Equityholder
or its Affiliates, and sales of Collateral to the Equityholder and its Affiliates, each in accordance with other provisions of
this Agreement (including, without limitation, Section 6.2(m) and Section 6.2(n)) and the other Transaction Documents
shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower,
such capital contribution to be deposited, at the Borrower’s election, into any Account;


 


(xi) seek
its dissolution or winding up in whole or in part or divide or permit any division of the Borrower;


 


(xii) fail
to correct any known misunderstandings regarding the separate identities of the Borrower, on the one hand, and any Affiliate or
any principal thereof or any other Person, on the other hand;


 


(xiii) guarantee,
become obligated for, or hold itself out to be responsible for the debt of another Person;


 






    -78-


     


    




 


(xiv) fail
either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business,
including all oral and written communications, solely in its own name in order not (a) to mislead others as to the identity
of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts
of any third party (including any of its principals or Affiliates);


 


(xv) fail
to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in
light of its contemplated business operations;


 


(xvi) file
or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy,
liquidation or reorganization statute, or make an assignment for the benefit of creditors;


 


(xvii) except
as may be required or permitted by the Code and regulations thereunder or other applicable state or local tax law, hold itself
out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of
a principal or (c) any other Person;


 


(xviii)
fail to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other
Person and not have its assets listed on any financial statement of any other Person; provided, however, that the
Borrower’s assets may be included in a consolidated financial statement of the Equityholder (or its parent company) provided
that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of
the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts
and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s
own separate balance sheet;


 


(xix) fail
to pay its own liabilities and expenses only out of its own funds;


 


(xx) fail
to maintain a sufficient number of employees, if any, in light of its contemplated business operations or to pay the salaries
of its own employees, if any;


 


(xxi) except
in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan
with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by its
Affiliates or members, provided that the Borrower may acquire a Loan with respect to which an Affiliate is an Obligor to
the extent permitted by clause (e) of the definition of “Eligible Obligor”;


 


(xxii) fail
to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and
services performed by any employee of an Affiliate;


 






    -79-


     


    




 


(xxiii) to
the extent used, fail to use separate invoices and checks bearing its own name;


 


(xxiv) except
for any Permitted Lien relating to any Equity Security, pledge its assets to secure the obligations of any other Person;


 


(xxv) fail
at any time to have at least one (1) independent manager, director or member (the “Independent Member”) who
has prior experience as an independent director, independent manager or independent member with at least three years of employment
experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust
Company, Lord Securities Corporation, Puglisi & Associates or, if none of those companies is then providing professional Independent
Members, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate
of the Borrower, the Equityholder or the Collateral Manager and that provides professional Independent Members and other corporate
services in the ordinary course of its business, and which individual is duly appointed as an Independent Member and is not, and
has not within the preceding 5 years been, and will not while serving as Independent Member be, any of the following: (a) a
member, partner, equityholder, manager, director, officer or employee of the Borrower or any of the Equityholder, the Collateral
Manager or Affiliates (other than as an Independent Member of an Affiliate of the Borrower that is not in the direct chain of
ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided
that such Independent Member is employed by a company that routinely provides professional Independent Members or directors);
(b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Equityholder,
the Collateral Manager or any of its Affiliates (other than a nationally recognized company that routinely provides professional
Independent Members and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates
in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer,
employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise)
any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a)
by reason of being the Independent Member of a “special purpose entity” affiliated with the Borrower shall be qualified
to serve as an Independent Member of the Borrower, provided that the fees that such individual earns from serving as Independent
Member of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s
annual income for that year;


 


(xxvi)
fail to ensure that all limited liability company actions relating to the appointment, maintenance or replacement of each Independent
Member are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative
Agent, the Equityholder shall not cause an Independent Member to be removed without cause;


 






    -80-


     


    




 


(xxvii) fail
to provide that the unanimous consent of all managers (including the consent of the Borrower’s Independent Member) is required
for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the
institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization
or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment
of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Borrower, (e) make
any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally
as they become due, or (g) take any action in furtherance of any of the foregoing; or


 


(xxviii) fail
to file its own tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a disregarded
entity for U.S. federal income tax purposes.


 


(v) Investment
Company Act. The Borrower is not an “investment company” within the meaning of, and is not subject to registration
under, the 1940 Act.


 


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


 


(i) Neither
the Borrower nor any 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
Borrower 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”).


 


(x) Compliance
with Law. The Borrower 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 (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).


 


(y) 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 Borrower since the Closing Date.


 


(z) Collections.
The Borrower acknowledges that all Collections received by it or its Affiliates with respect to the Collateral transferred hereunder
are held and shall be held in trust for the benefit of the Secured Parties until deposited into the Collection Account within
two Business Days after receipt as required herein.


 






    -81-


     


    




 


(aa) Full
Payment. As of the initial Funding Date thereof, the Borrower had no knowledge of any fact which should lead it to expect
that any Loan will not be repaid by the applicable Obligor in full.


 


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


 


(cc) Sanctions.
None of the Borrower, any Person directly or indirectly controlling the Borrower nor any Person directly or indirectly controlled
by the Borrower and, to the Borrower’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 Borrower’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 Borrower 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.


 


(dd) Good
Title. The Borrower has good and marketable title in the Collateral.


 


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


 


Section
4.2 Representations and Warranties of the Borrower Relating to this Agreement and the Collateral.


 


The
Borrower hereby represents and warrants, as of the Closing Date and as of each Funding Date:


 


(a) Valid
Security Interest. This Agreement constitutes a valid grant of a security interest in all of the Collateral to the Collateral
Agent, for the benefit of the Secured Parties, which security interest constitutes a valid and first priority perfected security
interest in all of the Collateral (subject to Permitted Liens) in that portion of the Collateral in which a security interest
may be created under Article 9 of the UCC as in effect from time to time in the State of New York.


 


(b) Eligibility
of Collateral. As of the Closing Date and each Funding Date, (i) the information contained in each Funding Notice delivered
pursuant to Section 2.2, is an accurate and complete listing of all Loans included in the Collateral as of the related
Funding 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 Funding Date and (ii) with respect to each Loan included in the Borrowing
Base, each Loan is an Eligible Loan at such time.


 






    -82-


     


    

 


(c) No
Fraud. Each Loan originated by an unaffiliated third party was, to the best of the Borrower’s knowledge, originated
without any fraud or material misrepresentation.


 


Section
4.3 Representations and Warranties of the Collateral Manager.


 


The
Collateral Manager represents and warrants as follows as of the Closing Date, each Funding Date, and as of each other date provided
under this Agreement or the other Transaction Documents on which such representations and warranties are required to be (or deemed
to be) made:


 


(a) Organization
and Good Standing. The Collateral Manager has been duly organized, and is validly existing as a corporation in good standing,
under the laws 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.


 


(b) Due
Qualification. The Collateral Manager is duly qualified to do business and is in good standing as a limited liability company,
and 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 or obtain such qualifications, licenses or approvals would not reasonably be expected to have a Material Adverse Effect.


 


(c) Power
and Authority; Due Authorization; Execution and Delivery. The Collateral Manager (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
(b) carry out the terms of the Transaction Documents to which it is a party, 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.
This Agreement and each other Transaction Document to which the Collateral Manager is a party have been duly executed and delivered
by the Collateral Manager.


 


(d) Binding
Obligation. Each Transaction Document to which the Collateral Manager is a party constitutes a legal, valid and binding obligation
of the Collateral Manager enforceable against the Collateral Manager in accordance with its respective terms, except as such enforceability
may be limited by Insolvency Laws and general principles of equity (whether 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 Collateral Manager’s certificate of formation or
any Contractual Obligation of the Collateral Manager, (ii) result in the creation or imposition of any Lien upon any of the
Collateral Manager’s properties pursuant to the terms of any such Contractual Obligation, or (iii) violate any Applicable
Law.


 






    -83-


     


    

 


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


 


(g) 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 Collateral Manager of each
Transaction Document to which the Collateral Manager is a party have been obtained.


 


(h) Reports
Accurate. All information, financial statements of the Collateral Manager, documents, books, records or reports furnished
by the Collateral Manager to the Administrative Agent or any Lender 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 Collateral Manager 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 third parties, is true and correct in all material respects to the actual knowledge of the Collateral Manager) as
of the date such information is provided (or such other date as may be specified therein).


 


(i) Solvency.
The Collateral Manager is not the subject of any Insolvency Proceeding or Insolvency Event.


 


(j) No
Fraud. Each Loan originated by an unaffiliated third party was, to the best of the Collateral Manager’s knowledge, originated
without any fraud or material misrepresentation.


 


(k) Compliance
with Law. The Collateral Manager has complied in all material respects with all Applicable Law to which it may be subject.


 


(l) Sanctions.
None of the Collateral Manager, any Person directly or indirectly controlling the Collateral Manager nor any Person directly or
indirectly controlled by the Collateral Manager and, to the Collateral Manager’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 Collateral Manager’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 Person’s knowledge, no investor in such Person is a Sanctioned Person. The Collateral Manager 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.


 


(m) 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 Collateral Manager since the Closing Date.


 






    -84-


     


    

 


Section
4.4 Representations and Warranties of the Collateral Agent.


 


The
Collateral Agent in its individual capacity and as Collateral Agent represents and warrants as follows:


 


(a) Organization;
Power and Authority. It is a duly organized and validly existing national banking association in good standing under the laws
of the United States. It has full corporate power, authority and legal right to execute, deliver and perform its obligations as
Collateral Agent under this Agreement.


 


(b) Due
Authorization. The execution and delivery of this Agreement and the consummation of the transactions provided for herein have
been duly authorized by all necessary association action on its part, either in its individual capacity or as Collateral Agent,
as the case may be.


 


(c) No
Conflict. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment
of the terms hereof will not conflict with, result in any breach of its articles of incorporation or bylaws or any of the material
terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under any Contractual Obligation
to which the Collateral Agent is a party or by which it or any of its property is bound.


 


(d) No
Violation. The execution and delivery of this Agreement, the performance of the Transactions contemplated hereby and the fulfillment
of the terms hereof will not conflict with or violate, in any material respect, any Applicable Law as to the Collateral Agent.


 


(e) All
Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority
applicable to the Collateral Agent, required in connection with the execution and delivery of this Agreement, the performance
by the Collateral Agent of the transactions contemplated hereby and the fulfillment by the Collateral Agent of the terms hereof
have been obtained.


 


(f) Validity,
Etc. This Agreement constitutes the legal, valid and binding obligation of the Collateral Agent, enforceable against the Collateral
Agent in accordance with its terms, except as such enforceability may be limited by applicable Insolvency Laws and general principles
of equity (whether considered in a suit at law or in equity).


 


(g) Corporate
Collateral Agent Required; Eligibility. The Collateral Agent hereunder (i) is a national banking association or banking corporation
or trust company organized and doing business under the laws of any state or the United States, (ii) is authorized under such
laws to exercise corporate trust powers, (iii) has a combined capital and surplus of at least $200,000,000, (iv) is not affiliated,
as that term is defined in Rule 405 of the Securities Act, with the Borrower or with any Person involved in the organization or
operation of the Borrower, and (v) is subject to supervision or examination by federal or state authority. If such banking association
publishes reports of condition at least annually, pursuant to Applicable Law or the requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section 4.4(g) its combined capital and surplus shall be deemed
to be as set forth in its most recent report of condition so published. In case at any time the Collateral Agent shall cease to
be eligible in accordance with the provisions of this Section 4.4(g), the Collateral Agent shall give prompt notice
to the Borrower, the Collateral Manager and the Lenders that it has ceased to be eligible to be the Collateral Agent.


 






    -85-


     


    

 


Section
4.5 Representations and Warranties of the Equityholder.


 


The
Equityholder hereby represents and warrants, as of the Closing Date, each date the Borrower acquires any Collateral and as of
each Funding Date:


 


(a) No
Fraud. Each Loan originated by an unaffiliated third party was, to the best of the Equityholder’s knowledge, originated
without any fraud or material misrepresentation.


 


(b) USA
Patriot Act. Neither the Equityholder nor any Affiliate of the Equityholder is (i) a country, territory, organization,
person or entity named on an Office of Foreign Asset Control (OFAC) list; (ii) a Person that resides or has a place of business
in a country or territory named on such lists or which is designated as a “Non-Cooperative Jurisdiction” by the Financial
Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii) a
“Foreign Shell Bank” within the meaning of the USA Patriot Act, i.e., a foreign bank that does not have a physical
presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation
and supervision; or (iv) a person or entity that resides in or is organized under the laws of a jurisdiction designated by
the United States Secretary of the Treasury under Sections 311 or 312 of the USA Patriot Act as warranting special measures
due to money laundering concerns.


 


ARTICLE
V



GENERAL COVENANTS


 


Section
5.1 Affirmative Covenants of the Borrower.


 


The
Borrower covenants and agrees with the Lenders that:


 


(a) Compliance
with Laws. The Borrower will comply in all respects with all Applicable Laws, including those with respect to the Collateral
or any part thereof, except where the failure to do so would have a Material Adverse Effect.


 


(b) Preservation
of Company Existence. The Borrower will (i) preserve and maintain its limited liability company existence, rights, franchises
and privileges in the jurisdiction of its formation, (ii) qualify and remain qualified in good standing as a limited liability
company in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification
would have, or could reasonably be expected to have, a Material Adverse Effect and (iii) maintain the Governing Documents
of the Borrower in full force and effect and shall not amend the same without the prior written consent of the Administrative
Agent; provided that the Borrower shall be permitted to change its registered agent without the consent of (but with prior
notice to) the Administrative Agent.


 






    -86-


     


    

 


(c) Performance
and Compliance with Collateral. The Borrower will, at the Borrower’s expense, timely and fully perform and comply with
all provisions, covenants and other promises required to be observed by it under the Collateral, the Transaction Documents and
all other agreements related to such Collateral.


 


(d)
Keeping of Records and Books of Account. The Borrower will keep proper books of record and account in which full, true
and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation
to its business and activities. The Borrower will permit any representatives designated by the Administrative Agent to visit and
inspect the financial records and the properties of the Borrower at reasonable times and as often as reasonably requested, without
unreasonably interfering with such party’s business and affairs and to make extracts from and copies of such financial records,
and permit any representatives designated by the Administrative Agent to discuss the affairs, finances and condition of such person
with the Responsible Officers thereof and independent accountants therefor, in each case, other than (x) material and affairs
protected by the attorney-client privilege and (y) materials which such party may not disclose without violation of confidentiality
obligations binding upon it. Each Lender (or a representative designated by each Lender) shall have the right to accompany the
Administrative Agent on each such visit and inspection. For the avoidance of doubt, the right of the Administrative Agent provided
herein (including pursuant to clause (e) below and Section 5.3(d)) to visit and inspect the financial records and properties
of the Borrower shall be limited to not more than two (2) such visits and inspections in any fiscal year; provided that
after the occurrence of an Event of Default and during its continuance, there shall be no limit to the number of such visits and
inspections, and after the resolution of such Event of Default, the number of visits occurring in the current fiscal year shall
be deemed to be zero.


 


(e) Protection
of Interest in Collateral. With respect to the Collateral acquired by the Borrower, the Borrower will (i) acquire such
Collateral pursuant to and in accordance with the terms of the Sale Agreement or directly from an unaffiliated third party, (ii) at
the Borrower’s expense, take all action necessary to perfect, protect and more fully evidence the Borrower’s ownership
of such Collateral free and clear of any Lien other than the Lien created hereunder and Permitted Liens, including, without limitation,
(a) with respect to the Loans and that portion of the Collateral in which a security interest may be perfected by filing
and maintaining (at the Borrower’s expense), effective financing statements against the Borrower in all necessary or appropriate
filing offices, (including any amendments thereto or assignments thereof) and filing continuation statements, amendments or assignments
with respect thereto in such filing offices, (including any amendments thereto or assignments thereof) and (b) executing
or causing to be executed such other instruments or notices as may be necessary or appropriate, (iii) permit the Administrative
Agent or its respective agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable
notice examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters
related thereto with any of the Responsible Officers of the Borrower having knowledge of such matters, which visits shall be subject
to the limitations set forth in the final sentence of clause (d) above, and (iv) take all additional action that the Administrative
Agent may reasonably request to perfect, protect and more fully evidence the respective interests of the parties to this Agreement
in the Collateral.


 






    -87-


     


    

 


(f) Deposit
of Collections.


 


(i) The
Borrower shall promptly (but in no event later than two (2) Business Days after its acquisition of any Loan), or shall cause the
Collateral Manager to, instruct each Obligor (or, as applicable, the paying agent) to deliver all Collections in respect of the
Collateral to the Collection Account. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed
not to have been paid.


 


(ii) The
Borrower shall promptly (but in no event later than two (2) Business Days after receipt), or shall cause the Collateral Manager
to, identify Principal Collections and Interest Collections no later than the Measurement Date related to the Payment Date immediately
following such Accrual Period, and direct the Collateral Agent and Securities Intermediary to transfer the same to the Principal
Collection Account and the Interest Collection Account, respectively.


 


(g) Special
Purpose Entity. The Borrower shall be in compliance with the special purpose entity requirements set forth in Section 4.1(u).


 


(h) Borrower’s
Notice. On each Funding Date and on the date of each Reinvestment of Principal Collections pursuant to Section 2.14(a)(i)
or acquisition by the Borrower of Loans in connection with a Substitution pursuant to Section 2.14(b), the Borrower
will provide the applicable Borrower’s Notice and a Borrowing Base Certificate, each updated as of such date, to the Administrative
Agent (with a copy to the Collateral Agent).


 


(i) Events
of Default. Promptly following the actual knowledge or receipt of notice by a Responsible Officer of the Borrower of the occurrence
of any Event of Default or Default, the Borrower will provide the Administrative Agent (with a copy to the Collateral Agent) with
written notice of the occurrence of such Event of Default or Default of which the Borrower has actual knowledge or has received
notice. In addition, such notice will include a written statement of a Responsible Officer of the Borrower setting forth the details
of such event (to the extent known by the Borrower) and the action, if any, that the Borrower proposes to take with respect thereto.


 


(j) Obligations.
The Borrower shall pay its Indebtedness and other obligations promptly and in accordance with their terms and pay and discharge
promptly when due all lawful claims for labor, materials and supplies or otherwise that, if unpaid, might give rise to a Lien
upon such properties or any part thereof and the Borrower shall enforce all indemnities and rights against Obligors in accordance
with this Agreement and all rights against the Equityholder under the Sale Agreement.


 


(k) Taxes.
The Borrower (i) will be treated as a disregarded entity of the Equityholder for U.S. federal income tax purposes, (ii) will
timely file or cause to be filed all U.S. federal, state, and other material Tax returns and reports required to be filed by it
and (iii) will timely pay or cause 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 Borrower sets aside on its books adequate
reserves in accordance with GAAP.


 






    -88-


     


    

 


(l) Use
of Proceeds. The Borrower will use the proceeds of the Advances only to acquire Eligible Loans, to make distributions to its
member in accordance with the terms hereof or to pay related expenses (including interest, fees and expenses payable hereunder)
in accordance with Sections 2.7 and 2.8.


 


(m) Agent
Notification Forms. The Administrative Agent may, in its discretion after the occurrence and during the continuation of a
Collateral Manager Termination Event or an Event of Default, send notification forms giving the applicable agents under the Loans
notice of the Collateral Agent’s interest in the Collateral and the obligation to make payments as directed by the Collateral
Agent.


 


(n) Adverse
Claims. The Borrower will not create, or participate in the creation of, or permit to exist, any Liens on any of the Accounts
other than the Lien created by this Agreement.


 


(o) Notices.
The Borrower will (or will cause the Collateral Manager to) furnish to the Administrative Agent and the Collateral Manager:


 


(i) Income
Tax Liability. Within ten (10) Business Days after the receipt of revenue agent reports or other written proposals, determinations
or assessments of the Internal Revenue Service or any other taxing authority which propose, determine or otherwise set forth positive
adjustments to the Tax liability of, or assess or propose the collection of Taxes required to have been withheld by, the Borrower
or the Equityholder in respect of the Borrower which equal or exceed $1,000,000 in the aggregate, a notice in writing specifying
the nature of the items giving rise to such adjustments and the amounts thereof;


 


(ii) Auditors’
Management Letters. Promptly after the receipt thereof, any auditors’ management letters received by the Borrower or
by its accountants;


 


(iii) Representations
and Warranties. Promptly after the actual knowledge or receipt of notice of a Responsible Officer of the Borrower of the same,
the Borrower shall notify the Administrative Agent if any representation or warranty set forth in Section 4.1 or Section 4.2
was incorrect at the time it was given or deemed to have been given and at the same time deliver to the Administrative Agent
a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting
the foregoing, the Borrower shall notify the Administrative Agent in the manner set forth in the preceding sentence before any
Funding Date of any facts or circumstances within the knowledge of a Responsible Officer of the Borrower which would render any
of the said representations and warranties untrue as of such Funding Date;


 


(iv) ERISA.
The Borrower shall provide written notice to the Administrative Agent (with a copy to the Collateral Agent) if it is aware that
it is or will be in breach of the representations and warranties contained in Section 4.1(w);


 






    -89-


     


    

 


(v)
Proceedings. As soon as possible and in any event within three (3) Business Days after a Responsible Officer of the Borrower
receives notice or obtains knowledge thereof, notice of any settlement of, material judgment (including a material judgment with
respect to the liability phase of a bifurcated trial) in or commencement of any material labor controversy, material litigation,
material action, material suit or material proceeding before any court or governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, affecting the Collateral, the Transaction Documents, the Collateral Agent’s
interest in the Collateral, or the Borrower or the Equityholder; provided that notwithstanding the foregoing, any settlement,
judgment, labor controversy, litigation, action, suit or proceeding affecting the Collateral, the Transaction Documents, the Collateral
Agent’s interest in the Collateral, the Borrower or the Equityholder in excess of $1,000,000 or more shall be deemed to
be material for purposes of this Section 5.1(o)(v);


 


(vi) Notice
of Certain Events. Promptly upon a Responsible Officer of the Borrower obtaining actual knowledge thereof (and, in any event,
within five (5) Business Days of obtaining actual knowledge thereof), notice of (1) any Collateral Manager Termination Event,
(2) any Assigned Value Adjustment Event, (3) any failure to comply with Section 5.1(r), (4) any other event
or circumstance that would reasonably be expected to have a Material Adverse Effect, (5) any event or circumstance whereby
any Loan which was included in the latest calculation of the Borrowing Base as an Eligible Loan shall fail to meet one or more
of the criteria (other than criteria waived by the Administrative Agent, on or prior to the related Funding Date in respect of
such Loan), or (6) unless notice of such default has been provided by the Collateral Manager under Section 5.3(i),
the occurrence of any default by an Obligor on any Loan in the payment of principal or interest, a financial covenant default
or that would result in an Assigned Value Adjustment Event;


 


(vii)
Organizational Changes. As soon as possible and in any event within fifteen (15) Business Days after the effective date
thereof, notice of any change in the name, jurisdiction of organization, organizational structure or location of records of the
Borrower; provided that the Borrower agrees not to effect or permit any change referred to in the preceding clause unless
all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times
following such change to have a valid, legal and perfected security interest in all the Collateral; and


 


(viii) Accounting
Changes. As soon as possible and in any event within three (3) Business Days after the effective date thereof, notice of any
material change in the accounting policies of the Borrower.


 


(ix) Deemed
Representations. On any day, as soon as possible and in any event within one (1) Business Day after knowledge thereof, notice
of any event or occurrence that would cause any representation made by the Borrower pursuant to Section 3.2(c)(i), (ii)
or (iv) to be misleading or untrue in any material respect if made on such day.


 






    -90-


     


    

 


(x)
Notice of Liens. Promptly after receipt by a Responsible Officer of the Borrower of actual knowledge or notice thereof,
the Borrower will promptly notify the Administrative Agent and the Collateral Agent of the existence of any Lien (including Liens
for Taxes) other than Permitted Liens on any Collateral and the Borrower shall defend the right, title and interest of the Collateral
Agent, for the benefit of the Secured Parties in, to and under the Collateral against all claims of third parties; provided
that nothing in this Section 5.1(x) shall prevent or be deemed to prohibit the Borrower from suffering to exist
Permitted Liens upon any of the Collateral.


 


(p) Contest
Recharacterization. The Borrower shall in good faith contest any attempt to recharacterize the treatment of the Loans as property
of the bankruptcy estate of the Equityholder.


 


(q) Financial
Statements. The Borrower shall submit to the Administrative Agent, each Lender and the Collateral Agent (i) within 60 days
after the end of each of its fiscal quarters (excluding the fiscal quarter ending on the date for which consolidated audited financial
statements are delivered pursuant to clause (ii) below), commencing March 2021, unaudited financial statements of the Equityholder
for the most recent fiscal quarter, and (ii) within 120 days after the end of each fiscal year, commencing with the fiscal year
ended 2020, consolidated audited financial statements of the Equityholder, audited by a firm of nationally recognized independent
public accountants, as of the end of such fiscal year.


 


(r) Further
Assurances. The Borrower will execute any and all further documents, financing statements, agreements and instruments, and
take all further action (including filing UCC and other financing statements, agreements or instruments) that may be required
under applicable law, or that the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated
by the Transaction Documents and in order to grant, preserve, protect and perfect the validity and first priority (subject to
Permitted Liens) of the security interests and Liens created or intended to be created hereby. Such security interests and Liens
will be created hereunder and the Borrower shall deliver or cause to be delivered to the Administrative Agent all such instruments
and documents (including legal opinions and lien searches) as it shall reasonably request to evidence compliance with this Section 5.1(r).
The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection and priority
status of each such security interest and Lien.


 


(s) Non-Consolidation.
The Borrower shall at all times refrain from any action, or conducting its affairs in a manner, that is likely to result in its
separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a
bankruptcy, reorganization or other insolvency proceeding, or that otherwise causes it to make incorrect any of the assumptions
made by Dechert LLP in its opinions delivered pursuant to Section 3.1.


 


(t) Loan
Acquisitions. All Loans acquired by the Borrower shall be acquired from the Equityholder pursuant to the Sale Agreement or
from an unaffiliated third party.


 


(u) Lien
Searches Against Obligors. The Administrative Agent shall, at any time, have the right to run a UCC lien search against any
Obligor.


 






    -91-


     


    

 


(v) Beneficial
Ownership Regulation. Promptly following any request therefor, the Borrower shall deliver to the Administrative Agent information
and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with the Beneficial
Ownership Regulation.


 


(w) Compliance
with Anti-Money Laundering Laws and Anti-Corruption Laws. The Borrower shall, each Person directly or indirectly controlling
the Borrower and each Person directly or indirectly controlled by the Borrower and, to the Borrower’s knowledge, any Related
Party of the foregoing shall: (i) comply with all applicable Anti–Money Laundering Laws and Anti-Corruption Laws in all
material respects, and shall be subject to policies and procedures reasonably designed to ensure compliance with the Anti-Money
Laundering Laws and Anti-Corruption Laws; (ii) conduct the requisite due diligence in connection with the transactions contemplated
herein for purposes of complying with the Anti-Money Laundering Laws, including with respect to the legitimacy of any applicable
investor and the origin of the assets used by such investor to purchase the property in question, and will maintain sufficient
information to identify any applicable investor for purposes of the Anti-Money Laundering Laws; (iii) ensure it does not use any
of the credit in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws; and (iv) ensure it does not fund any repayment
of the Obligations in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws.


 


(x) Other.
The Borrower will furnish to the Administrative Agent promptly, from time to time, such other information, documents, records
or reports respecting the Collateral or the condition or operations, financial or otherwise, of the Borrower as the Administrative
Agent may from time to time reasonably request in order to protect the interests of the Collateral Agent or the other Secured
Parties under or as contemplated by this Agreement.


 


Section
5.2 Negative Covenants of the Borrower.


 


The
Borrower covenants and agrees with the Lenders that:


 


(a) Other
Business. The Borrower will not (i) engage in any business other than (A) entering into and performing its obligations
under the Transaction Documents and other activities contemplated by the Transaction Documents, (B) the acquisition, ownership
and management of the Collateral, (C) the sale of the Collateral as permitted hereunder, (D) as otherwise provided in Section
4.1(u)(i) and (ii), and (E) other business incidental to such activities, (ii) incur any Indebtedness, obligation,
liability or contingent obligation of any kind other than pursuant to the Transaction Documents and the Underlying Instruments,
or (iii) except as otherwise provided in Section 4.1(u)(v), form any Subsidiary or make any Investment in any
other Person.


 


(b) Collateral
Not to be Evidenced by Instruments. The Borrower will not take any action to cause any Loan that is not, as of the Closing
Date or the related Funding Date, as the case may be, evidenced by an Instrument, to be so evidenced except in connection with
the enforcement or collection of such Loan or unless such Instrument is promptly delivered to the Collateral Agent, together with
an Indorsement in blank, as collateral security for such Loan.


 






    -92-


     


    

 


(c) Security
Interests. Except as otherwise permitted herein and in respect of any Discretionary Sale, Substitution, Optional Sale, or
other sale permitted hereunder or required under the Sale Agreement, the Borrower will not sell, pledge, assign or transfer to
any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on any Collateral,
whether now existing or hereafter transferred hereunder, or any interest therein.


 


(d) Mergers,
Acquisitions, Sales, etc. The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire
any of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or sell, transfer,
convey or lease any of its assets, or sell or assign with or without recourse any Collateral or any interest therein, other than
as permitted or required pursuant to this Agreement (including as provided in Section 4.1(u)(iii) or (v)) or
the Sale Agreement.


 


(e) Restricted
Payments. The Borrower shall not make any Restricted Payments other than with respect to amounts the Borrower receives in
accordance with Section 2.7 or Section 2.8 and any other provision of any Transaction Document which expressly
requires or permits payments to be made to or amounts to be reimbursed to the Borrower.


 


(f) Change
of Location of Underlying Instruments. The Borrower shall not, without the prior consent of the Administrative Agent, consent
to the Collateral Agent or the Custodian, as applicable, moving any Certificated Securities or Instruments from the offices of
the Collateral Agent or Custodian, as the case may be, set forth in Section 5.5(c), unless the Borrower has given at least
thirty (30) days’ written notice to the Administrative Agent and has taken all actions required under the UCC of each relevant
jurisdiction in order to ensure that the Collateral Agent’s first priority perfected security interest (subject to Permitted
Liens) continues in effect.


 


(g) ERISA
Matters. The Borrower will not (a) engage or permit any ERISA Affiliate to engage in any prohibited transaction for which
an exemption is not available or has not previously been obtained from the United States Department of Labor, (b) permit
to exist any failure to satisfy the minimum funding standard within the meaning of Section 302(a) of ERISA or Section 412(a)
of the Code with respect to any Pension Plan other than a Multiemployer Plan, (c) fail to make or permit any ERISA Affiliate
to fail to make, any payments to a Multiemployer Plan that the Borrower or any ERISA Affiliate may be required to make under the
agreement relating to such Multiemployer Plan or any law pertaining thereto, (d) terminate any Pension Plan so as to result
in any liability, or (e) permit to exist any occurrence of any Reportable Event with respect to a Pension Plan, in each case
that would result in material liability to the Borrower.


 


(h) Governing
Documents. The Borrower will not amend, modify, waive or terminate any provision of its Governing Documents (i) without providing
the Administrative Agent with at least five (5) Business Days’ prior written notice, and (ii) if it has been notified by
the Administrative Agent that such amendment, modification, waiver or termination is materially adverse to any Secured Party.


 


(i) Changes
in Payment Instructions to Obligors. The Borrower will not make any change, or permit the Collateral Manager to make any change,
in its instructions to Obligors (or applicable agents) regarding payments to be made with respect to the Collateral to the Collection
Account, unless the Administrative Agent has consented to such change.


 






    -93-


     


    

 


(j) Preservation
of Security Interest. The Borrower (at its expense) hereby authorizes the Collateral Agent to file such financing and continuation
statements and any other documents that may be required by any law or regulation of any Governmental Authority to preserve and
protect fully the first priority (subject to Permitted Liens) perfected ownership and security interest of the Collateral Agent
for the benefit of the Secured Parties in, to and under the Loans and proceeds thereof and that portion of the Collateral in which
a security interest may be perfected by filing; provided however that the foregoing shall not relieve the Borrower of its
obligations to (or impose upon the Collateral Agent the obligation to) file and maintain such financing and continuation statements
and any other documents so required to create and maintain the Collateral Agent’s security interest hereunder.


 


(k) Fiscal
Year. The Borrower shall not change its fiscal year or method of accounting without providing the Administrative Agent with
prior written notice (i) providing a detailed explanation of such changes and (ii) including a pro forma financial statement
demonstrating the impact of such change.


 


(l) Change
of Control. The Borrower shall not enter into (or, to the extent permitted by Applicable Law, recognize as a member of the
Borrower any transferee in connection with) any transaction or agreement or any sale, assignment or transfer (whether direct or
indirect) which results in a Change of Control with respect to the Borrower.


 


(m) Ownership.
The Borrower shall not have any owner other than the Equityholder and shall not permit the Equityholder to incur any Lien on the
Capital Stock of the Borrower.


 


(n) Compliance
with Sanctions. None of the Borrower, any Person directly or indirectly controlling the Borrower nor any Person directly or
indirectly controlled by the Borrower and, to the Borrower’s knowledge, no Related Party of the foregoing will, directly
or indirectly, use the proceeds of any Advance hereunder, or lend, contribute, or otherwise make available such proceeds to any
subsidiary, joint venture partner, or other Person (i) to fund any activities or business of or with a Sanctioned Person, or (ii)
in any manner that would be prohibited by Sanctions or would otherwise cause any Lender to be in breach of any Sanctions. Each
Person shall comply with all applicable Sanctions in all material respects, and shall be subject to policies and procedures reasonably
designed to ensure compliance with Sanctions. The Borrower will notify each Lender and the Administrative Agent in writing not
more than one (1) Business Day after becoming aware of any breach of this section.


 


Section
5.3 Affirmative Covenants of the Collateral Manager.


 


The
Collateral Manager covenants and agrees with the Borrower and the Lenders that:


 


(a) Compliance
with Law. The Collateral Manager will comply in all material respects with all Applicable Law, including those with respect
to the performance of its obligations under this Agreement.


 






    -94-


     


    

 


(b) Preservation
of Company Existence. The Collateral Manager will (i) preserve and maintain its company existence, rights, franchises
and privileges in the jurisdiction of its formation and (ii) qualify and remain qualified in good standing as a corporation
in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification
has had, or could reasonably be expected to have, a Material Adverse Effect.


 


(c) Performance
and Compliance with Collateral. The Collateral Manager will exercise its rights hereunder in order to permit the Borrower
to duly fulfill and comply with all obligations on the part of the Borrower to be fulfilled or complied with under or in connection
with each item of Collateral and will take all necessary action to preserve the first priority security interest of the Collateral
Agent for the benefit of the Secured Parties in the Collateral.


 


(d) Keeping
of Records and Books of Account.


 


(i) The
Collateral Manager will maintain and implement administrative and operating procedures (including, without limitation, an ability
to recreate records evidencing Collateral in the event of the destruction of the originals thereof), and keep and maintain all
documents, books, records and other information reasonably necessary or advisable for the collection of all Collateral and the
identification of the Collateral.


 


(ii)
The Collateral Manager shall permit the Borrower, the Administrative Agent or their respective designated representatives, in
each case at the expense of the Borrower, to visit the offices of the Collateral Manager during normal office hours and upon reasonable
notice and examine and make copies of all documents, books, records and other information concerning the Collateral and discuss
matters related thereto with any of the officers or employees of the Collateral Manager having knowledge of such matters. For
the avoidance of doubt, the right of the Administrative Agent provided to visit the offices of the Collateral Manager shall be
limited to not more than two (2) such visits and inspections in any fiscal year; provided that after the occurrence of
an Event of Default and during its continuance, there shall be no limit to the number of such visits and inspections, and after
the resolution of such Event of Default, the number of visits occurring in the current fiscal year shall be deemed to be zero


 


(iii) The
Collateral Manager will on or prior to the date hereof, mark its master data processing records and other books and records relating
to the Collateral indicating that the Loans are owned by the Borrower subject to the Lien of the Collateral Agent for the benefit
of the Secured Parties hereunder.


 


(iv) The
Collateral Manager will cooperate with the Borrower and provide all information in its possession or reasonably available to it
to the Borrower or any Person designated by the Borrower to receive such information so the Borrower may comply with and perform
its obligations under the Transaction Documents.


 






    -95-


     


    

 


(e) Events
of Default. Promptly following the Collateral Manager’s knowledge or notice of the occurrence of any Event of Default
or Default, the Collateral Manager will provide the Borrower and the Administrative Agent (with a copy to the Collateral Agent)
with written notice of the occurrence of such Event of Default or Default of which the Collateral Manager has knowledge or has
received notice. In addition, such notice will include a written statement of a Responsible Officer of the Collateral Manager
setting forth the details (to the extent known by the Collateral Manager) of such event and the action, if any, that the Collateral
Manager proposes to take with respect thereto.


 


(f) Other.
The Collateral Manager will promptly furnish to the Borrower and the Administrative Agent such other information, documents, records
or reports respecting the Collateral or the condition or operations, financial or otherwise, of the Collateral Manager as the
Administrative Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent, the
Collateral Agent or the Secured Parties under or as contemplated by this Agreement.


 


(g)
Proceedings. The Collateral Manager will furnish to the Administrative Agent (with a copy to the Collateral Agent), as
soon as possible and in any event within three (3) Business Days after the Collateral Manager receives notice or obtains actual
knowledge thereof, notice of any settlement of, material judgment (including a material judgment with respect to the liability
phase of a bifurcated trial) in or commencement of any material labor controversy, material litigation, material action, material
suit or material proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, affecting the Collateral, the Transaction Documents, the Collateral Agent’s interest in the Collateral,
the Collateral Manager, or the Equityholder; provided that notwithstanding the foregoing, any settlement, judgment, labor
controversy, litigation, action, suit or proceeding affecting the Collateral, the Transaction Documents, the Collateral Agent’s
interest in the Collateral, the Borrower, the Collateral Manager, or the Equityholder in excess of $1,000,000 or more shall be
deemed to be material for purposes of this Section 5.3(g).


 


(h) Deposit
of Collections. The Collateral Manager shall (and shall cause each of its Affiliates to) promptly, but in any event within
two (2) Business Days after its receipt thereof, deposit any Collections received by it into the Collection Account and provide
the related Obligor with instructions to remit payments directly to the Collection Account as required herein.


 


(i) Required
Notices. The Collateral Manager will furnish to the Borrower, the Collateral Agent and the Administrative Agent, promptly
upon becoming aware thereof (and, in any event, within five (5) Business Days), notice of (1) any Collateral Manager Termination
Event, (2) any Assigned Value Adjustment Event, (3) any Change of Control with respect to the Collateral Manager, (4) any
other event or circumstance with respect to the Collateral Manager that could reasonably be expected to have a Material Adverse
Effect, (5) any event or circumstance whereby any Loan which was included in the latest calculation of the Borrowing Base
as an Eligible Loan shall fail to meet one or more of the criteria (other than criteria waived by the Administrative Agent, on
or prior to the related Funding Date in respect of such Loan) listed in the definition of “Eligible Loan”, (6) the
occurrence of any default by an Obligor on any Loan in the payment of principal or interest, a financial covenant default or that
would result in an Assigned Value Adjustment Event, (7) any change or amendment to the Collateral Manager organizational documents
that would result in a Material Adverse Effect or (8) the existence of any Lien (including Liens for Taxes) other than Permitted
Liens on any Collateral.


 






    -96-


     


    

 


(j) Accounting
Changes. As soon as possible and in any event within three (3) Business Days after the effective date thereof, the Collateral
Manager will provide to the Administrative Agent notice of any change in the accounting policies of the Collateral Manager that
could reasonably be expected to result in a Material Adverse Effect.


 


(k) Loan
Register. The Collateral Manager will maintain, or cause to be maintained, with respect to each Noteless Loan a register (each,
a “Loan Register”) in which it will record, or cause to be recorded, (v) the principal amount of such
Noteless Loan, (w) the amount of any principal or interest due and payable or to become due and payable from the Obligor
thereunder, (x) the amount of any sum in respect of such Noteless Loan received from the related Obligor, (y) the date
of origination of such Noteless Loan and (z) the maturity date of such Noteless Loan. At any time a Noteless Loan is included
in the Collateral, the Collateral Manager shall deliver to the Borrower, the Administrative Agent, the Collateral Agent and the
Custodian a copy of the related Loan Register, together with a certificate of a Responsible Officer of the Collateral Manager
certifying to the accuracy of such Loan Register as of the date of acquisition of such Noteless Loan by the Borrower, all of which
information may be included in the applicable Collateral Management Report.


 


(l) Compliance
with Anti-Money Laundering Laws and Anti-Corruption Laws. The Collateral Manager, each Person directly or indirectly controlling
the Collateral Manager and each Person directly or indirectly controlled by the Collateral Manager and, to the Collateral Manager’s
knowledge, any Related Party of the foregoing shall: (i) comply with all applicable Anti-Money Laundering Laws and Anti-Corruption
Laws in all material respects, and shall be subject to policies and procedures reasonably designed to ensure compliance with the
Anti-Money Laundering Laws and Anti-Corruption Laws; (ii) conduct the requisite due diligence in connection with the transactions
contemplated herein for purposes of complying with the Anti-Money Laundering Laws, including with respect to the legitimacy of
any applicable investor and the origin of the assets used by such investor to purchase the property in question, and will maintain
sufficient information to identify any applicable investor for purposes of the Anti-Money Laundering Laws; (iii) ensure it does
not use any of the credit in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws; and (iv) ensure it does not
fund any repayment of the Obligations in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws.


 


(m) Sanctions.
The Collateral Manager shall promptly, but no later than one (1) Business Day after becoming aware thereof, notify the Administrative
Agent, the Collateral Agent and the Lenders in writing of any breach of any representation, warranty or covenant relating to Sanctions
or Sanctioned Persons by itself or by the Borrower.


 


Section
5.4 Negative Covenants of the Collateral Manager.


 


The
Collateral Manager covenants and agrees with the Lenders that:


 


(a) Mergers,
Acquisitions, Sales, etc. The Collateral Manager will not be a party to any merger or consolidation, or purchase or otherwise
acquire any of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or
sell, transfer, convey or lease any of its assets, or sell or assign with or without recourse any Collateral or any interest therein
(other than as permitted pursuant to this Agreement), in each case where such action would have a Material Adverse Effect.


 






    -97-


     


    

 


(b) Change
of Location of Underlying Instruments. The Collateral Manager shall not, without the prior consent of the Administrative Agent,
consent to the Collateral Agent or the Custodian, as applicable, moving any Certificated Securities or Instruments from the offices
of the Collateral Agent or the Custodian, as applicable, set forth in Section 5.5(c), unless the Collateral Manager has
given at least thirty (30) days’ written notice to the Administrative Agent and has authorized the Administrative Agent
to take all actions required under the UCC of each relevant jurisdiction in order to continue the first priority perfected security
interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral.


 


(c) Change
in Payment Instructions to Obligors. The Collateral Manager will not make any change in its instructions to Obligors or applicable
agents regarding payments to be made with respect to the Collateral to the Collection Account, unless the Administrative Agent,
the Collateral Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, have consented to such
change.


 


(d) Compliance
with Sanctions. None of the Collateral Manager, any Person directly or indirectly controlling the Collateral Manager nor any
Person directly or indirectly controlled by the Collateral Manager and, to the Collateral Manager’s knowledge, no Related
Party of the foregoing will, directly or indirectly, use the proceeds of any Advance hereunder, or lend, contribute, or otherwise
make available such proceeds to any subsidiary, joint venture partner, or other Person (i) to fund any activities or business
of or with a Sanctioned Person, or (ii) in any manner that would be prohibited by Sanctions or would otherwise cause any Lender
to be in breach of any Sanctions. Each Person shall comply with all applicable Sanctions in all material respects, and shall be
subject to policies and procedures reasonably designed to ensure compliance with Sanctions. Each Person will notify each Lender
and the Administrative Agent in writing not more than one (1) Business Day after becoming aware of any breach of this section.


 


Section
5.5 Affirmative Covenants of the Collateral Agent.


 


The
Collateral Agent covenants and agrees with the Lenders that:


 


(a) Compliance
with Law. The Collateral Agent will comply in all material respects with all Applicable Law.


 


(b) Preservation
of Existence. The Collateral Agent will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction
of its formation and qualify and remain qualified in good standing in each jurisdiction where failure to preserve and maintain
such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material
Adverse Effect.


 


(c) Reserved.


 






    -98-


     


    

 


(d) Corporate
Collateral Agent Required; Eligibility. The Collateral Agent hereunder shall at all times (i) be a national banking association
or banking corporation or trust company organized and doing business under the laws of any state or the United States, (ii) be
authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $200,000,000,
(iv) not be affiliated, as that term is defined in Rule 405 of the Securities Act, with the Borrower or with any Person involved
in the organization or operation of the Borrower, and (v) be subject to supervision or examination by federal or state authority.
If such banking association publishes reports of condition at least annually, pursuant to Applicable Law or the requirements of
the aforesaid supervising or examining authority, then for the purposes of this Section 5.5(d) its combined capital
and surplus shall be deemed to be as set forth in its most recent report of condition so published. In case at any time the Collateral
Agent shall cease to be eligible in accordance with the provisions of this Section 5.5(d), the Collateral Agent shall
give prompt notice to the Borrower, the Collateral Manager and the Lenders that it has ceased to be eligible to be the Collateral
Agent.


 


Section
5.6 Negative Covenants of the Collateral Agent.


 


The
Collateral Agent covenants and agrees with the Lenders that:


 


(a) Underlying
Instruments. The Collateral Agent will not dispose of any documents constituting the Underlying Instruments in any manner
that is inconsistent with the performance of its obligations as the Collateral Agent pursuant to this Agreement and will not dispose
of any Collateral except as contemplated by this Agreement.


 


(b) No
Changes to Collateral Agent Fee. The Collateral Agent will not make any changes to the Collateral Agent Fee set forth in the
Collateral Agent and Custodian Fee Letter without the prior written approval of the Administrative Agent and the Borrower.


 


Section
5.7 Covenant of the Equityholder.


 


(a) Notice.
Promptly after the knowledge or receipt of notice of a Responsible Officer of the Equityholder of the same, the Equityholder shall
notify the Administrative Agent and the Borrower if any representation or warranty set forth in Section 4.5 was incorrect
at the time it was given or deemed to have been given and at the same time deliver to the Administrative Agent a written notice
setting forth in reasonable detail the nature of such facts and circumstances. The Equityholder shall notify the Administrative
Agent and the Borrower in the manner set forth in the preceding sentence before any Funding Date of any facts or circumstances
within the knowledge of a Responsible Officer of the Equityholder which would render any of the said representations and warranties
untrue as of such Funding Date.


 


(b) Negative
Pledge. The Equityholder shall not permit any Person to have a Lien over the Capital Stock of the Borrower.


 






    -99-


     


    

 


ARTICLE
VI



COLLATERAL ADMINISTRATION


 


Section
6.1 Appointment of the Collateral Manager.


 


The
Collateral Manager is hereby appointed as collateral manager and servicing agent of the Borrower for the purpose of performing
certain collateral management functions including, without limitation, directing and supervising the investment and reinvestment
of the Loans and Permitted Investments, servicing the Collateral, enforcing the Borrower’s rights and remedies in, to and
under the Collateral and performing certain administrative functions on behalf of the Borrower delegated to it under this Agreement
and in accordance with the applicable provisions of the Transaction Documents, and the Collateral Manager hereby accepts such
appointment. The Collateral Manager shall have the power to execute and deliver all necessary and appropriate documents and instruments
on behalf of the Borrower in connection with performing its obligations set forth herein. Except as may otherwise be expressly
provided in this Agreement, the Collateral Manager will perform its obligations hereunder in accordance with the Collateral Manager
Standard. The Collateral Manager and the Borrower hereby acknowledge that the Collateral Agent, the Administrative Agent, the
Equityholder and the other Secured Parties are third party beneficiaries of the obligations undertaken by the Collateral Manager
hereunder.


 


Section
6.2 Duties of the Collateral Manager.


 


(a) Duties.
Subject to the provisions concerning its general duties and obligations as set forth in Section 6.1 and the terms
of this Agreement, the Collateral Manager agrees to manage the investment and reinvestment of the Collateral and shall perform
on behalf of the Borrower all duties and functions assigned to the Borrower in this Agreement and the other Transaction Documents
and the duties that have been expressly delegated to the Collateral Manager in this Agreement; it being understood that the Collateral
Manager shall have no obligation hereunder to perform any duties other than as specified herein and in the other Transaction Documents.
The Borrower hereby irrevocably (except as provided below) appoints the Collateral Manager as its true and lawful agent and attorney-in-fact
(with full power of substitution) in its name, place and stead in connection with the performance of its duties provided for in
this Agreement, including, without limitation, the following powers: (A) to give or cause to be given any necessary receipts or
acquittance for amounts collected or received hereunder, (B) to make or cause to be made all necessary transfers of the Loans,
Equity Securities and Permitted Investments in connection with any acquisition, sale or other disposition made pursuant hereto,
(C) to execute (under hand, under seal or as a deed) and deliver or cause to be executed and delivered on behalf of the Borrower
all necessary or appropriate bills of sale, assignments, agreements and other instruments in connection with any such acquisition,
sale or other disposition and (D) to execute (under hand, under seal or as a deed) and deliver or cause to be executed and delivered
on behalf of the Borrower any consents, votes, proxies, waivers, notices, amendments, modifications, agreements, instruments,
orders or other documents in connection with or pursuant to this Agreement and relating to any Loan, Equity Security or Permitted
Investment. The Borrower hereby ratifies and confirms all that such attorney-in-fact (or any substitute) shall lawfully do hereunder
and pursuant hereto and authorizes such attorney-in-fact to exercise full discretion and act for the Borrower in the same manner
and with the same force and effect as the managers or officers of the Borrower might or could do in respect of the performance
of such services, as well as in respect of all other things the Collateral Manager deems necessary or incidental to the furtherance
or conduct of the Collateral Manager’s services under this Agreement, subject in each case to the applicable terms of this
Agreement. The Borrower hereby authorizes such attorney-in-fact, in its sole discretion (but subject to applicable law and the
provisions of this Agreement), to take all actions that it considers reasonably necessary and appropriate in respect of the Loans,
the Equity Securities, the Permitted Investments and this Agreement. Nevertheless, if so requested by the Collateral Manager or
a purchaser of any Loan, Equity Security or Permitted Investment, the Borrower shall ratify and confirm any such sale or other
disposition by executing and delivering to the Collateral Manager or such purchaser all proper bills of sale, assignments, releases,
powers of attorney, proxies, dividends, other orders and other instruments as may reasonably be designated in any such request.
Except as otherwise set forth and provided for herein, this grant of power of attorney is coupled with an interest, and it shall
survive and not be affected by the subsequent dissolution or bankruptcy of the Borrower. Notwithstanding anything herein to the
contrary, the appointment herein of the Collateral Manager as the Borrower’s agent and attorney-in-fact shall automatically
cease and terminate upon the resignation of the Collateral Manager pursuant to Section 6.10 or any termination and
removal of the Collateral Manager pursuant to Section 6.11. Each of the Collateral Manager and the Borrower shall
take such other actions, and furnish such certificates, opinions and other documents, as may be reasonably requested by the other
party hereto in order to effectuate the purposes of this Agreement and to facilitate compliance with applicable laws and regulations
and the terms of this Agreement. The Collateral Manager shall provide, and is hereby authorized to provide, the following services
to the Borrower:


 






    -100-


     


    

 


(i) select
the Loans and Permitted Investments to be acquired and select the Loans, Equity Securities and Permitted Investments to be sold
or otherwise disposed of by the Borrower;


 


(ii) invest
and reinvest the Collateral;


 


(iii) instruct
the Collateral Agent with respect to any acquisition, disposition, or tender of, or Offer with respect to, a Loan, Equity Security,
Permitted Investment or other assets received in respect thereof by the Borrower;


 


(iv) perform
the investment-related duties and functions (including, without limitation, the furnishing of Funding Notices, Repayment Notices,
Reinvestment Notices, Borrowing Base Certificates, Collateral Management Reports and other notices and certificates that the Collateral
Manager is required to deliver on behalf of the Borrower) as are expressly required to be performed by the Collateral Manager
hereunder with regard to acquisitions, sales or other dispositions of Loans, Equity Securities, Permitted Investments and other
assets permitted to be acquired or sold under, and subject to this Agreement (including any proceeds received by way of Offers,
workouts and restructurings on Loan or other assets owned by the Borrower) and shall comply with any applicable requirements required
to be performed by the Collateral Manager in this Agreement with respect thereto;


 


(v) negotiate
on behalf of the Borrower with prospective originators, sellers or purchasers of Loans as to the terms relating to the acquisition,
sale or other dispositions thereof;


 






    -101-


     


    

 


(vi) subject
to any applicable terms of this Agreement, monitor the Collateral on behalf of the Borrower on an ongoing basis and shall provide
or cause to be provided to the Borrower copies of all reports, schedules and other data reasonably available to the Collateral
Manager that the Borrower is required to prepare and deliver or cause to be prepared and delivered under this Agreement, in such
forms and containing such information required thereby, in reasonably sufficient time for such required reports, schedules and
data to be reviewed and delivered by or on behalf of the Borrower to the parties entitled thereto under this Agreement. The obligation
of the Collateral Manager to furnish such information is subject to the Collateral Manager’s timely receipt of necessary
reports and the appropriate information from the Person responsible for the delivery of or preparation of such information or
such reports (including without limitation, the Obligors of the Loans, the Borrower, the Collateral Agent, the Administrative
Agent or any Lender) and to any confidentiality restrictions with respect thereto. The Collateral Manager shall be entitled to
rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing reasonably believed by it to be genuine and to have been signed or sent by a Person that the Collateral
Manager has no reason to believe is not duly authorized. The Collateral Manager also may rely upon any statement made to it orally
or by telephone and made by a Person the Collateral Manager has no reason to believe is not duly authorized, and shall not incur
any liability for relying thereon. The Collateral Manager is entitled to rely on any other information furnished to it by third
parties that it reasonably believes in good faith to be genuine provided that no Responsible Officer of the Collateral Manager
has actual knowledge that such information is materially incorrect;


 


(vii) subject
to and in accordance with this Agreement, as agent of the Borrower and on behalf of the Borrower, direct the Collateral Agent
to take, or take on behalf of the Borrower, as applicable, any of the following actions with respect to a Loan, Equity Security
or Permitted Investment:


 


(1) purchase
or otherwise acquire such Loan or Permitted Investment;


 


(2) retain
such Loan, Equity Security or Permitted Investment;


 


(3) sell
or otherwise dispose of such Loan, Equity Security or Permitted Investment (including any assets received by way of Offers, workouts
and restructurings on assets owned by the Borrower) in the open market or otherwise;


 


(4) if
applicable, tender such Loan, Equity Security or Permitted Investment;


 


(5) if
applicable, consent to or refuse to consent to any proposed amendment, modification, restructuring, exchange, waiver or Offer
and give or refuse to give any notice or direction;


 


(6) retain
or dispose of any securities or other property (if other than cash) received by the Borrower;


 






    -102-


     


    

 


(7) call
or waive any default with respect to any Loan;


 


(8) vote
on any matter for which the Borrower has the right to vote pursuant to the Underlying Instruments (including to accelerate the
maturity of any Loan);


 


(9) participate
in a committee or group formed by creditors of an Obligor under a Loan or issuer or obligor of a Permitted Investment;


 


(10) after
the occurrence of the Collection Date, determine in consultation with the Borrower when, in the view of the Collateral Manager,
it would be in the best interest of the Borrower to liquidate all or any portion of the Collateral (and, if applicable, after
discharge of the Lien of the Collateral Agent in the Collateral under this Agreement) and, subject to the prior approval of the
Borrower, execute on behalf of the Borrower any such liquidation or any actions necessary to effectuate any of the foregoing;


 


(11) advise
and assist the Borrower with respect to the valuation of the Loans, to the extent required or permitted by this Agreement, and
advise and assist the Equityholder with respect to the valuation of the Borrower; and


 


(12) exercise
any other rights or remedies with respect to such Loan, Equity Security or Permitted Investment as provided in the Underlying
Instruments of the Obligor or issuer under such assets or the other documents governing the terms of such assets or take any other
action consistent with the terms of this Agreement which the Collateral Manager reasonably determines to be in the best interests
of the Borrower.


 


(viii) The
Collateral Manager may, but shall not be obligated to:


 


(1) retain
accounting, tax, legal and other professional services on behalf of the Borrower as may be needed by the Borrower; and/or


 


(2) consult
on behalf of the Borrower with the Collateral Agent, the Administrative Agent and the Lenders at such times as may be reasonably
requested thereby in accordance with this Agreement and provide any such Person requesting the same with the information they
are then entitled to have in accordance with this Agreement;


 


(ix) in
connection with the purchase of any Loan by the Borrower, prepare, on behalf of the Borrower, the information required to be delivered
to the Collateral Agent with respect to such Loan, the Administrative Agent or any Lender pursuant to this Agreement.


 


(x) prepare
and submit claims to, and act as post-billing liaison with, Obligors on each Loan (for which no administrative or similar agent
exists);


 






    -103-


     


    

 


(xi) maintain
all necessary records and reports with respect to the Collateral and provide such reports to the Borrower, the Collateral Agent
and the Administrative Agent in respect of the management and administration of the Collateral (including information relating
to its performance under this Agreement) as may be required hereunder or as the Borrower, the Collateral Agent or the Administrative
Agent may reasonably request;


 


(xii) maintain
and implement administrative and operating procedures (including, without limitation, an ability to recreate management and administration
records evidencing the Collateral in the event of the destruction of the originals thereof) and keep and maintain all documents,
books, records and other information reasonably necessary or advisable for the collection of the Collateral;


 


(xiii) promptly
deliver to the Borrower, the Administrative Agent or the Collateral Agent, from time to time, such information and management
and administration records (including information relating to its performance under this Agreement) as such Person may from time
to time reasonably request;


 


(xiv) identify
each Loan clearly and unambiguously in its records to reflect that such Loan is owned by the Borrower and that the Borrower has
granted a security interest therein to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement;


 


(xv) notify
the Borrower and the Administrative Agent promptly upon obtaining actual knowledge of any material action, suit, proceeding, dispute,
offset, deduction, defense or counterclaim (1) that is or is threatened to be asserted by an Obligor with respect to any
Loan (or portion thereof) of which it has knowledge or has received notice; or (2) that could reasonably be expected to have
a Material Adverse Effect;


 


(xvi) assist
the Borrower in maintaining the first priority, perfected security interest (subject to Permitted Liens) of the Collateral Agent,
for the benefit of the Secured Parties, in the Collateral;


 


(xvii)
maintain the loan record(s) with respect to Loans included as part of the Collateral (except for any loan records that have been
provided to and remain in the possession of the Collateral Agent); provided that upon the occurrence and during the continuation
of an Event of Default or a Collateral Manager Termination Event, the Administrative Agent may request the Loan File(s) to be
sent to the Collateral Agent or its designee;


 


(xviii) with
respect to each Loan included as part of the Collateral, make the applicable Loan File available for inspection by the Borrower
or the Administrative Agent, upon reasonable advance notice, at the offices of the Collateral Manager during normal business hours;
and


 


(xix) direct
the Collateral Agent to make payments pursuant to the instructions set forth in the latest Collateral Management Report in accordance
with Section 2.7 and Section 2.8 and prepare such other reports as required to be prepared by the Collateral
Manager pursuant to Section 6.8.


 






    -104-


     


    

 


It
is acknowledged and agreed that the Borrower possesses only such rights with respect to the enforcement of rights and remedies
with respect to the Loans and the Underlying Assets and under the Underlying Instruments as have been transferred to the Borrower
with respect to the related Loan, and therefore, for all purposes under this Agreement, the Collateral Manager shall perform its
administrative and management duties hereunder only to the extent that, as a lender under the related loan syndication Underlying
Instruments, the Borrower has the right to do so.


 


(b) In
performing its duties hereunder and when exercising its discretion and judgment in connection with any transactions involving
the Loans, Equity Securities or Permitted Investments, the Collateral Manager shall carry out any reasonable written directions
of the Borrower for the purpose of preventing a breach of this Agreement or any other Transaction Document; provided that
such directions are not inconsistent with any provision of this Agreement by which the Collateral Manager is bound or Applicable
Law.


 


(c)
In providing services hereunder, the Collateral Manager may, without the consent of any party but with prior written notice to
each of the Borrower and the Administrative Agent, employ third parties, including, without limitation, its Affiliates, to render
advice (including investment advice), to provide services to arrange for trade execution and otherwise provide assistance to the
Borrower and to perform any of its duties hereunder; provided, that no such written notice shall be required for a delegation
of any duties of the Collateral Manager to the BDC Advisor or its employees or to the Collateral Agent in respect of collateral
administration duties performed by the Collateral Agent hereunder; provided further, that such delegation of any of its
duties hereunder or performance of services by any other Person shall not relieve the Collateral Manager of any of its duties
or liabilities hereunder. The Collateral Manager has engaged the BDC Advisor as its advisor, and each of the Borrower, the Lenders,
the Administrative Agent and the Collateral Agent hereby acknowledges such engagement.


 


(d) The
Collateral Manager assumes no responsibility under this Agreement other than to perform the Collateral Manager’s duties
called for hereunder and under the terms of this Agreement applicable to the Collateral Manager, in good faith and, subject to
the Collateral Manager Standard, shall not be responsible for any action of the Borrower or the Collateral Agent in following
or declining to follow any advice, recommendation or direction of the Collateral Manager.


 


(e) In
performing its duties, the Collateral Manager shall perform its obligations with reasonable care (i) using no less a degree of
care, skill and attention as it employs with respect to similar collateral that it manages for itself and its Affiliates having
similar investment objectives and restrictions and (ii) without limiting the clause (i), in a manner it reasonably believes consistent
with customary standards, policies and procedures followed by institutional managers of national standing relating to assets of
the nature and character of the Loans (the “Collateral Manager Standard”).


 






    -105-


     


    

 


(f) Notwithstanding
anything to the contrary contained herein, the exercise by the Collateral Agent, the Administrative Agent or the Secured Parties
of their rights hereunder (including, but not limited to, the delivery of a Collateral Manager Termination Notice), shall not
release the Collateral Manager, the Equityholder or the Borrower from any of their duties or responsibilities with respect to
the Collateral, except that the Collateral Manager’s obligations hereunder shall terminate upon its removal under this Agreement.
The Secured Parties, the Administrative Agent and the Collateral Agent shall not have any obligation or liability with respect
to any Collateral, other than as provided for herein or in any other Transaction Document, nor shall any of them be obligated
to perform any of the obligations of the Collateral Manager hereunder.


 


(g) Nothing
in this Section 6.2 or any other obligations of the Collateral Manager under this Agreement shall release, modify,
amend or otherwise affect any of the obligations of the Borrower or any other party hereunder.


 


(h) Any
payment by an Obligor in respect of any Indebtedness owed by it to the Borrower shall, except as otherwise specified by such Obligor
or otherwise required by contract or law, be applied as a collection of a payment by such Obligor (starting with the oldest such
outstanding payment due) to the extent of any amounts then due and payable thereunder before being applied to any other receivable
or other obligation of such Obligor.


 


(i) It
is hereby acknowledged and agreed that, in addition to acting in its capacity as Collateral Manager pursuant to the terms of this
Agreement, Palmer Square BDC Inc. and BDC Advisor (and their respective Affiliates) will engage in other business and render other
services outside the scope of its capacity as Collateral Manager (including acting as administrative agent or as a lender with
respect to Underlying Instruments or as collateral manager or investment advisor to other funds and investment vehicles). It is
hereby further acknowledged and agreed that such other activities shall in no way whatsoever alter, amend or modify any of the
Collateral Manager’s rights, duties or obligations under the Transaction Documents.


 


(j) Subject
to the provisions of this Agreement and Applicable Law, the Collateral Manager is hereby authorized to effect client cross-transactions
in which the Collateral Manager causes the purchase or sale of a Loan to be effected between the Borrower and another account
advised by the Collateral Manager or any of its Affiliates. In addition, the Collateral Manager is authorized to enter into agency
cross-transactions in which the Collateral Manager or any of its Affiliates act as broker for the Borrower and for the other party
to the transaction, to the extent permitted under Applicable Law, in which case any such Affiliate will have a potentially conflicting
division of loyalties and responsibilities regarding, both parties to the transaction. The Borrower hereby authorizes and consents
to such broker engaging in such transactions and acting in such capacities.


 


(k) The
Collateral Manager, subject to and in accordance with, or unless otherwise explicitly provided in, the applicable provisions of
any Transaction Document to which it is a party, hereby agrees that it shall cause any transaction relating to the Loans, the
Equity Securities and the Permitted Investments to be conducted on terms and conditions negotiated on an arm’s-length basis
and in accordance with Applicable Law.


 






    -106-


     


    

 


(l)
In circumstances where the consent of a Person acting on behalf of the Borrower and independent of the Collateral Manager to the
acquisition or sale of a Loan, an Equity Security or a Permitted Investment is not obtained, the Collateral Manager will use commercially
reasonable efforts to obtain the best execution (but shall have no obligation to obtain the best prices available) for all orders
placed with respect to any purchase or sale of any Loan, Equity Security or Permitted Investment, in a manner permitted by law
and in a manner it believes to be in the best interests of the Borrower, considering all circumstances. Subject to the preceding
sentence, the Collateral Manager may, in the allocation of business, select brokers and/or dealers with whom to effect trades
on behalf of the Borrower and may open cash trading accounts with such brokers and dealers (provided that none of the assets
of the Borrower may be credited to, held in or subject to the lien of the broker or dealer with respect to any such account).
In addition, subject to the first sentence of this paragraph, the Collateral Manager may, in the allocation of business, take
into consideration research and other brokerage services furnished to the Collateral Manager or its Affiliates by brokers and
dealers which are not Affiliates of the Collateral Manager; provided that the Collateral Manager in good faith believes
that the compensation for such services rendered by such brokers and dealers complies with the requirements of Section 28(e)
of the Exchange Act (“Section 28(e)”), or in the case of principal or fixed income transactions for which
the “safe harbor” of Section 28(e) is not available, the amount of the spread charged is reasonable in relation
to the value of the research and other brokerage services provided. Such services may be used by the Collateral Manager or the
BDC Advisor in connection with their other advisory activities or investment operations. The Collateral Manager (or the BDC Advisor
on behalf of the Collateral Manager) may aggregate sales and purchase orders placed with respect to the Loans with similar orders
being made simultaneously for other clients of the Collateral Manager, the BDC Advisor or of Affiliates of the Collateral Manager,
if in the Collateral Manager’s (or the BDC Advisor’s) reasonable judgment such aggregation shall not result in an
overall economic loss to the Borrower, taking into consideration the availability of purchasers or sellers, the selling or purchase
price, brokerage commission or other expenses, as well as the availability of such Loans on any other basis. In accounting for
such aggregated order price, commissions and other expenses may be apportioned on a weighted average basis. When any purchase
or sale of a Loan, Equity Security or Permitted Investment occurs as part of any aggregate sales or purchase orders, the objective
of the Collateral Manager (or the BDC Advisor on its behalf) will be to allocate the executions among the clients in an equitable
manner and in accordance with the internal policies and procedures of the BDC Advisor and, to the extent relevant, Applicable
Law.


 


(m) The
Collateral Manager shall not have authority to cause the Borrower to purchase or sell any Collateral from or to the Collateral
Manager or any of its Affiliates as principal, or from or to any other account, portfolio or person for which the Collateral Manager
or any of its Affiliates serves as investment advisor, unless (i) the terms and conditions thereof are no less favorable to the
Borrower as the terms it would obtain in a comparable arm’s length transaction with a non-Affiliate and (ii) the transactions
are effected in accordance with all Applicable Laws (including, without limitation, the Advisers Act). To the extent that Applicable
Law requires disclosure to and the consent of the Borrower to any purchase or sale transaction on a principal basis with the Collateral
Manager or any of its Affiliates, such requirement may be satisfied with respect to the Borrower pursuant to any manner that is
permitted pursuant to then Applicable Law.


 






    -107-


     


    

 


(n) In
the event that, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable
to (i) facilitate the sale of the same asset both for the Borrower and for either the proprietary account of the Collateral Manager
or any Affiliate of the Collateral Manager or for another client of the Collateral Manager or any Affiliate thereof or (ii) facilitate
the acquisition of the same asset both for the Borrower and for either the proprietary account of the Collateral Manager or any
Affiliate of the Collateral Manager or for another client of the Collateral Manager or any Affiliate thereof, then, in each such
case, such purchases or sales will be allocated in a manner believed by the Collateral Manager to be equitable and that is consistent
with the Collateral Manager’s obligations hereunder, the Collateral Manager Standard and Applicable Law.


 


(o) In
certain circumstances, the interests of the Borrower and/or the Lenders with respect to matters as to which the Collateral Manager
is advising the Borrower may conflict with its interests as the Equityholder. The Borrower hereby acknowledges and consents to
various potential and actual conflicts of interest that may exist with respect to the Collateral Manager as described above. If
the Collateral Manager, in its good faith judgment, determines that a conflict of interest exists, the Collateral Manager will
be guided by its good faith judgment as to the best interests of the Borrower and will take such actions as it determines to be
necessary or appropriate to ameliorate the conflict. To this end, the Collateral Manager may consult with an independent advisor,
and act in accordance with the written instructions thereof, or may seek to resolve the conflict in any other manner that it believes
in good faith is permitted or required under Applicable Law.


 


Section
6.3 Authorization of the Collateral Manager.


 


(a) Each
of the Borrower and the Collateral Agent hereby authorizes the Collateral Manager to take any and all steps in its name and on
its behalf necessary or desirable in the determination of the Collateral Manager and not inconsistent with the grant by the Borrower
to the Collateral Agent for the benefit of the Secured Parties, of a security interest in the Collateral that at all times ranks
senior to any other creditor of the Borrower (subject to Permitted Liens), to collect all amounts due under any and all Collateral,
including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing
and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other
comparable instruments, with respect to the Collateral and, after the delinquency of any Collateral and to the extent permitted
under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent
as the Equityholder could have done if it had continued to own such Collateral. Each of the Borrower and the Collateral Agent,
on behalf of the Secured Parties shall furnish the Collateral Manager with any powers of attorney and other documents necessary
or appropriate to enable the Collateral Manager to carry out its management and administrative duties hereunder, and shall cooperate
with the Collateral Manager to the fullest extent in order to permit the collectability of the Collateral. In no event shall the
Collateral Manager be entitled to make any Secured Party or the Collateral Agent a party to any litigation without such party’s
express prior written consent, or to make the Borrower a party to any litigation (other than any foreclosure or similar collection
procedure) without the prior written consent of the Borrower and the Administrative Agent.


 






    -108-


     


    

 


(b)
After the declaration of the Termination Date, at the direction of the Administrative Agent, the Collateral Manager shall take
such action as the Administrative Agent may deem necessary or advisable to enforce collection of the Collateral and directs the
Collateral Manager; provided that the Administrative Agent may, in accordance with Section 5.1(m), notify any
Obligor with respect to any Collateral of the assignment of such Collateral to the Collateral Agent, on behalf of the Secured
Parties, and direct that payments of all amounts due or to become due be made directly to the Collateral Agent or any collection
agent, sub-agent or account designated by the Collateral Agent and, upon such notification and at the expense of the Borrower,
the Collateral Agent may enforce collection of any such Collateral, and adjust, settle or compromise the amount or payment thereof.


 


(c) In
dealing with the Collateral Manager and its duly appointed agents, none of the Administrative Agent, the Collateral Agent nor
any Lender shall be required to inquire as to the authority of the Collateral Manager or any such agent to bind the Borrower.


 


Section
6.4 Collection of Payments; Accounts.


 


(a) Collection
Efforts. The Collateral Manager will use commercially reasonable efforts consistent with the Collateral Manager Standard to
collect or cause to be collected all payments called for under the terms and provisions of the Loans included in the Collateral
as and when the same become due.


 


(b) Taxes
and other Amounts. To the extent the Borrower is required under the Underlying Instruments to perform such duties, the Collateral
Manager will collect all payments with respect to amounts due for Taxes, assessments and insurance premiums relating to each Loan
to the extent required to be paid to the Borrower for such application under the Underlying Instrument, directing all such payments
to be paid to the Collection Account, and direct the Collateral Agent to remit such amounts to the appropriate Governmental Authority
or insurer as required by the Underlying Instruments.


 


(c) Payments
to Collection Account. On or before the applicable Funding Date, the Borrower or the Collateral Manager, as applicable, shall
have instructed all Obligors and paying agents to make all payments owing to the Borrower in respect of the Collateral directly
to the Collection Account in accordance with Section 2.9.


 


(d) Accounts.
Each of the parties hereto hereby agrees that each Account shall be deemed to be a Securities Account. Each of the parties hereto
hereby agrees to cause the Collateral Agent or any other Securities Intermediary that holds any Cash or other Financial Asset
for the Borrower in an Account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.4(e)
below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is
to be treated as a Financial Asset and (B) the jurisdiction governing the Account, all Cash and other Financial Assets credited
to the Account and the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110(e)
of the UCC) shall, in each case, be the State of New York. In no event may any Financial Asset held in any Account be registered
in the name of, payable to the order of, or specially Indorsed to, the Borrower, unless such Financial Asset has also been Indorsed
in blank or to the Collateral Agent or other Securities Intermediary that holds such Financial Asset in such Account.


 






    -109-


     


    




 


(e) Underlying
Instruments. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to
a “securities intermediary” as defined in the UCC) to the contrary, none of the Collateral Agent, the Custodian nor
any Securities Intermediary shall be under any duty or obligation in connection with the acquisition by the Borrower, or the grant
by the Borrower of a security interest to the Collateral Agent, of any Loan to examine or evaluate the sufficiency of the documents
or instruments delivered to it by or on behalf of the Borrower under the related Underlying Instruments, or otherwise to examine
the Underlying Instruments, in order to determine or compel compliance with any applicable requirements of or restrictions on
transfer (including without limitation any necessary consents). The Collateral Agent and the Custodian shall hold any Instrument
delivered to it evidencing any Loan transferred to the Collateral Agent hereunder each as custodial agent for the Secured Parties
in accordance with the terms of this Agreement.


 


Section
6.5 Realization Upon Loans.


 


The
Collateral Manager may, in its discretion and consistent with the Collateral Manager Standard and the Underlying Instruments,
foreclose upon or repossess, as applicable, or otherwise comparably convert the ownership of any Underlying Assets relating to
a Loan that has become subject to any default and as to which no satisfactory arrangements can be made for collection of delinquent
payments. The Collateral Manager will comply with the Collateral Manager Standard and Applicable Law in realizing upon such Underlying
Assets, and employ practices and procedures including reasonable efforts consistent with the Collateral Manager Standard to enforce
all obligations of Obligors by foreclosing upon, repossessing and causing the sale of such Underlying Assets at public or private
sale in circumstances other than those described in the preceding sentence. Without limiting the generality of the foregoing,
unless the Administrative Agent has specifically given instruction to the contrary, the Collateral Manager may cause the sale
of any such Underlying Assets to the Collateral Manager or its Affiliates for a purchase price equal to the then fair market value
thereof, any such sale to be evidenced by a certificate of a Responsible Officer of the Collateral Manager delivered to the Administrative
Agent setting forth the Loan, the Underlying Assets, the sale price of the Underlying Assets and certifying that such sale price
is the fair market value of such Underlying Assets. In any case in which any such Underlying Asset has suffered damage, the Collateral
Manager will not expend funds in connection with any repair or toward the foreclosure or repossession of such Underlying Asset
unless the Collateral Manager reasonably determines that such repair and/or foreclosure or repossession will increase recoveries
by an amount greater than the amount of such expenses. The Collateral Manager will remit to the Collection Account all recoveries
received by the Collateral Manager in connection with the sale or disposition of Underlying Assets relating to any Loan hereunder.


 


Section
6.6 Collateral Manager Compensation.


 


As
compensation for its administrative and management activities hereunder, the Collateral Manager or its designee shall be entitled
to receive the Collateral Management Fee pursuant to the provisions of Sections 2.7 and Section 2.8, as
applicable; provided, that the Collateral Manager shall be permitted to irrevocably waive all or any portion of the Collateral
Management Fee payable to the Collateral Manager on a Payment Date by providing written notice thereof to the Administrative Agent
and the Collateral Agent at least one (1) Business Day prior to the applicable Payment Date or standing instructions with respect
to such waiver.


 






    -110-


     


    




 


Section
6.7 Expense Reimbursement.


 


Subject
to Sections 2.7 and 2.8, as applicable, the Borrower shall pay or reimburse the Collateral Manager for its payment
of any and all reasonable costs and expenses incurred on behalf of the Borrower in connection with its management, administration
and collection activities with respect to the Collateral and compliance with the terms of this Agreement, including, without limitation:
(i) any transfer fees necessary to register any Loan; (ii) any fees and expenses in connection with the acquisition, management,
amendment, enforcement, pricing, valuation, restructuring or disposition of Collateral or otherwise in connection with the Advances
or the Borrower (including (a) investment related travel, communications and related expenses, (b) reasonable legal fees and expenses,
(c) in connection with the termination, cancellation or abandonment of a potential acquisition or disposition of any Collateral
that is not consummated, (d) amounts required to be paid or reimbursed to any agent under any Underlying Instrument and (e) costs
associated with visits and inspections pursuant to Section 5.1(d)); (iii) any and all taxes and governmental charges that
may be incurred or payable by the Borrower; (iv) any and all costs and expenses for services to the Borrower and the Collateral
in respect of assignment processing fees; (v) in the event the Borrower is included in the consolidated financial statements of
the Collateral Manager or its Affiliates, costs and expenses associated with the preparation of such financial statements and
other information by the Collateral Manager or its Affiliates to the extent related to the inclusion of the Borrower in such financial
statements, and (vi) any and all expenses incurred to comply with any law or regulation related to the activities of the Borrower
and, to the extent relating specifically to the Borrower (or its activities) and the Collateral, the Collateral Manager; provided
that, the Collateral Manager shall bear as non-reimbursable costs all of the Collateral Manager’s own internal and incidental
costs and expenses, including the salaries, wages and payroll Taxes of its officers and employees, the cost of insurance coverage
for its officers and employees (but not including directors and officers coverage attributable to the performance of duties pursuant
to any Transaction Document) and the other similar general overhead costs and expenses of the Collateral Manager incurred by or
on behalf of the Collateral Manager in rendering the services of the Collateral Manager hereunder and under the other Transaction
Documents; provided, further, that (i) to the extent the Borrower is entitled to be reimbursed for any such costs
and expenses by any Obligor and is, in fact, paid or reimbursed thereby, the Borrower shall pay or reimburse the Collateral Manager
in accordance with this Section 6.7 (net of any amounts, if any, received by the Collateral Manager directly) and (ii)
in the event the Collateral Manager has fees or expenses (including internal costs of the Collateral Manager or that are allocated
to the Collateral Manager) that are allocable to one or more entities in addition to the Borrower to which the Collateral Manager
provides management or advisory services, the Borrower shall be responsible for only a pro rata portion (based on aggregate
principal or committed amounts) of such fees and expenses, based on the aggregate assets under management of all entities to which
such costs or expenses are allocable, all such reimbursable costs and expenses being the “Collateral Manager Reimbursable
Expenses”.


 


Section
6.8 Reports; Information.


 


(a) Obligor
Financial Statements; Other Reports. The Collateral Manager will deliver to the Borrower and the Administrative Agent, to
the extent received by the Collateral Manager (on behalf of the Borrower) pursuant to the Underlying Instruments, the complete
financial reporting package with respect to each Obligor and with respect to each Loan for such Obligor (including any financial
statements, management discussion and analysis, executed covenant compliance certificates and related covenant calculations with
respect to such Obligor and with respect to each Loan for such Obligor) provided to the Collateral Manager (on behalf of the Borrower)
for the periods required by the Underlying Instruments, which delivery shall be made within ten (10) Business Days after receipt
of such financial reporting package by the Borrower or the Collateral Manager (on behalf of the Borrower) as specified in the
Underlying Instruments. The Collateral Manager will provide, promptly upon request from the Administrative Agent or the Borrower,
such other information received by it from any Obligor as may reasonably be requested with respect to such Obligor.


 






    -111-


     


    




 


(b) Amendments
to Loans. The Collateral Manager will post on a password protected website maintained by the Collateral Manager to which the
Borrower and the Administrative Agent will have access (or otherwise deliver to the Borrower and the Administrative Agent, including,
without limitation, by electronic mail) a copy of any material amendment, restatement, supplement, waiver or other modification
to the Underlying Instruments of any Loan (along with any internal documents prepared by the Collateral Manager and provided to
its investment committee in connection with such amendment, restatement, supplement, waiver or other modification) within ten
(10) Business Days of the effectiveness of such amendment, restatement, supplement, waiver or other modification.


 


(c) Collateral
Management Report. The Collateral Manager shall deliver a Collateral Management Report and a Borrowing Base Certificate on
each Reporting Date and each Funding Date to the Administrative Agent, the Collateral Agent, the Custodian, each Lender and the
Borrower.


 


(d) Collateral
Manager Information. The Collateral Manager shall furnish to the Administrative Agent for distribution to each Lender within
one hundred and twenty (120) days after the end of each fiscal year of the Borrower and the Equityholder, commencing with the
2021 fiscal year, a report covering such fiscal year of a firm of independent certified public accountants of nationally recognized
standing to the effect that such accountants have applied certain agreed-upon procedures (a copy of which procedures are attached
hereto as Schedule III) to certain documents and records relating to the Collateral, the Borrower, the Equityholder and
the Collateral Manager, compared the information contained in the Collateral Management Reports delivered during the period covered
by such report with such documents and records and that no matters came to the attention of such accountants that caused them
to believe that the information and the calculations included in such Collateral Management Reports were not determined or performed
in accordance with the provisions of this Agreement, except for such exceptions as such accountants shall believe to be immaterial
and such other exceptions as shall be set forth in such statement.


 


Section
6.9 Annual Statement as to Compliance.


 


The
Collateral Manager will provide to the Borrower and the Administrative Agent, within one hundred and twenty (120) days following
the end of each fiscal year of the Collateral Manager, commencing with the fiscal year ending on December 31, 2020, a report signed
by a Responsible Officer of the Collateral Manager certifying that (a) a review of the activities of the Collateral Manager,
and the Collateral Manager’s performance pursuant to this Agreement, for the fiscal period ending on the last day of such
fiscal year has been made under such Person’s supervision and (b) the Collateral Manager has performed or has caused
to be performed in all material respects all of its obligations under this Agreement throughout such year and no Collateral Manager
Termination Event has occurred or, if any such Collateral Manager Termination Event has occurred, a statement describing the nature
thereof and the steps being taken to remedy such Collateral Manager Termination Event.


 






    -112-


     


    




 


Section
6.10 The Collateral Manager Not to Resign.


 


The
Collateral Manager shall not resign from the obligations and duties hereby imposed on it except upon the Collateral Manager’s
good faith determination in consultation with legal counsel that (i) the performance of its duties hereunder is or becomes
impermissible under Applicable Law and (ii) there is no reasonable action that the Collateral Manager could take to make
the performance of its duties hereunder permissible under Applicable Law. In connection with any such determination permitting
the resignation of the Collateral Manager, the Collateral Manager shall deliver to the Administrative Agent and the Borrower a
description of the circumstances giving rise to such determination.


 


Section
6.11 Collateral Manager Termination Events.


 


Upon
the occurrence and during the continuation of a Collateral Manager Termination Event, notwithstanding anything herein to the contrary,
the Administrative Agent, by written notice to the Collateral Manager with a copy to the Borrower, the Equityholder, the Collateral
Agent and each other Lender (such notice, a “Collateral Manager Termination Notice”), may, in its sole discretion,
terminate all of the rights and obligations of the Collateral Manager as “Collateral Manager” under this Agreement.
Each Collateral Manager Termination Notice shall designate the replacement Collateral Manager, who shall be selected by the Administrative
Agent in its sole discretion, provided that, notwithstanding any other provision set forth herein or in any other Transaction
Document, no such replacement Collateral Manager shall have any ability to direct the Borrower (or the Collateral Agent on behalf
of the Borrower) to purchase any Loan, Permitted Investment or other asset. Until a Collateral Manager Termination Notice is delivered
as set forth above, the Collateral Manager shall (i) unless otherwise notified by the Administrative Agent, continue to act
in such capacity pursuant to Section 6.1, subject to Section 6.10 and (ii) as requested by the Administrative
Agent in its sole discretion (A) terminate some or all of its activities as Collateral Manager hereunder by the Administrative
Agent in its sole discretion as necessary or desirable, (B) provide such information as may be requested by the Administrative
Agent to facilitate the transition of the performance of such activities to the Administrative Agent or any agent thereof and
(C) take all other actions requested by the Administrative Agent, in each case to facilitate the transition of the performance
of such activities to the Administrative Agent or any agent thereof.


 






    -113-


     


    




 


ARTICLE
VII



THE Collateral Agent


 


Section
7.1 Designation of Collateral Agent.


 


(a) Initial
Collateral Agent. The role of the Collateral Agent hereunder and under the other Transaction Documents to which the Collateral
Agent is a party shall be conducted by the Person designated as Collateral Agent hereunder from time to time in accordance with
this Section 7.1. Until the Administrative Agent shall give to U.S. Bank a Collateral Agent Termination Notice, U.S.
Bank is hereby appointed as, and hereby accepts such appointment and agrees to perform the duties and obligations of, Collateral
Agent pursuant to the terms hereof.


 


(b) Successor
Collateral Agent. Upon the Collateral Agent’s receipt of a Collateral Agent Termination Notice from the Administrative
Agent of the designation of a successor Collateral Agent pursuant to the provisions of Section 7.5 and 7.7,
the Collateral Agent agrees that it will terminate its activities as Collateral Agent hereunder.


 


Section
7.2 Duties of Collateral Agent.


 


(a) Appointment.
Each of the Borrower and the Administrative Agent hereby designate and appoint the Collateral Agent to act as its agent and hereby
authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers and perform such duties as are
expressly granted to the Collateral Agent by this Agreement. The Collateral Agent hereby accepts such agency appointment to act
as Collateral Agent pursuant to the terms of this Agreement.


 


(b) Duties.
Until its removal pursuant to Section 7.5, the Collateral Agent shall perform, on behalf of the Administrative Agent
and the Secured Parties, the following duties and obligations:


 


(i) [Reserved].


 


(ii) [Reserved].


 


(iii) [Reserved].


 


(iv) [Reserved].


 


(v) [Reserved].


 


(vi) The
Collateral Agent shall, promptly upon its actual receipt of a Collateral Management Report from the Collateral Manager on behalf
of the Borrower, based solely on the information provided in the Collateral Database, confirm the Outstanding Balance of each
Loan and the balance of each Account used in the calculation of the Borrowing Base provided by the Collateral Manager in the Collateral
Management Report, and, if the Collateral Agent’s amounts do not correspond with those provided by the Collateral Manager
on such Collateral Management Report, deliver a report identifying such amounts to each of the Administrative Agent, Borrower
and Collateral Manager within one (1) Business Day of receipt by the Collateral Agent of such Collateral Management Report and
the parties shall use commercially reasonable efforts to reconcile such discrepancy; provided any such Report received by the
Collateral Agent after 1:00 p.m. on any Business Day shall be deemed received on the next Business Day.


 






    -114-


     


    




 


(vii) The
Collateral Agent shall make payments in accordance with Section 2.7 and Section 2.8 and as otherwise expressly
provided under this Agreement (the “Payment Duties”).


 


(viii) The
Administrative Agent and each other Secured Party further authorizes the Collateral Agent (acting at the direction of the Administrative
Agent) to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents
as are expressly delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably
incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the
Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments
and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect
or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce
any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee
of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loans
now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes
stated hereinabove. Nothing in this clause shall be deemed to relieve the Borrower or the Collateral Manager of their respective
obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including
to file financing and continuation statements in respect of the Collateral).


 


(ix) If,
in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action,
the Collateral Agent may request written instructions from the Administrative Agent as to the course of action desired by the
Administrative Agent. If the Collateral Agent does not receive such instructions within two (2) Business Days after its request
therefor, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The
Collateral Agent shall act in accordance with instructions received after such two (2) Business Day period except to the extent
it has already taken, or committed itself to take, action inconsistent with such instructions. The Collateral Agent shall be entitled
to rely on the advice of legal counsel and independent accountants obtained in good faith in performing its duties hereunder and
shall be deemed to have acted in good faith if it acts in accordance with such advice.


 






    -115-


     


    




 


(x) The
Collateral Agent shall create a collateral database with respect to the Collateral based on information received from the Borrower,
the Collateral Manager, the Administrative Agent, Obligors and other third party sources (the “Collateral Database”),
and update the Collateral Database daily for changes, including to reflect the sale or other disposition of the Collateral, based
upon, and to the extent of, information furnished to the Collateral Agent by the Borrower as may be reasonably required by the
Collateral Agent.


 


(xi) The
Collateral Agent shall track the receipt and daily allocation to the Accounts of Collections, the outstanding balances therein,
and any withdrawals therefrom and, on each Business Day, provide to the Collateral Manager daily reports reflecting such actions
as of the close of business on the preceding Business Day.


 


(xii) The
Collateral Agent shall provide such other information with respect to the Collateral contained within the Collateral Database
as may be required by this Agreement, in each case as the Borrower, Collateral Manager or the Administrative Agent may reasonably
request from time to time.


 


(xiii) The
Collateral Agent shall notify the Borrower, the Collateral Manager and the Administrative Agent upon a Responsible Officer of
the Collateral Agent receiving notices, reports or proxies or any other requests relating to corporate actions affecting the Collateral.


 


(xiv) In
performing its duties, (A) the Collateral Agent shall comply with the standard of care set forth in Section 7.6(c)
and the express terms of the Transaction Documents with respect to the Collateral and (B) all calculations made by the Collateral
Agent pursuant to this Section 7.2(b) using information that is not routinely maintained by the Collateral Agent,
including EBITDA, Assigned Value and Unrestricted Cash of any Obligor shall be made using such amounts as provided by the Administrative
Agent, the Borrower or the Collateral Manager to the Collateral Agent.


 


(xv) The
Administrative Agent may direct the Collateral Agent to take reasonable actions which are incidental to the actions specifically
delegated to the Collateral Agent hereunder; provided that the Collateral Agent shall not be required to take any incidental action
hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting)
upon the direction of the Administrative Agent; provided, further, that the Collateral Agent shall not be required to take
any such action hereunder if the taking of such action, in the reasonable determination of the Collateral Agent, (x) shall be
in violation of any Applicable Law or contrary to any provisions of this Agreement or other Transaction Document or (y) shall
expose the Collateral Agent to liability hereunder or otherwise (unless it has received an indemnity reasonably satisfactory to
it with respect thereto).


 


(xvi) Nothing
herein shall prevent the Collateral Agent or any of its Affiliates from engaging in other businesses or from rendering services
of any kind to any Person, including the Collateral Manager or the Borrower.


 






    -116-


     


    




 


(xvii) Concurrently
herewith, the Administrative Agent directs the Collateral Agent and the Collateral Agent is authorized to (1) enter into the Securities
Account Control Agreement and (2) acknowledge and agree to the Sale Agreement. For the avoidance of doubt, all the Collateral
Agent’s rights, benefits, protections, indemnities and immunities provided herein shall apply to the Collateral Agent for
any actions taken or omitted to be taken under the Sale Agreement and the Securities Account Control Agreement in such capacity.
Unless directed by the Administrative Agent, the Collateral Agent shall have no obligation to monitor or enforce any rights or
remedies of the Borrower or the Equityholder under the Sale Agreement; provided, that the Collateral Agent shall not be
required to take any such action hereunder if the taking of such action, in the reasonable determination of the Collateral Agent,
(x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or other Transaction Document
or (y) shall expose the Collateral Agent to liability hereunder or otherwise (unless it has received an indemnity reasonably satisfactory
to it with respect thereto).


 


Section
7.3 Merger or Consolidation.


 


Any
Person into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any Person succeeding to all or
substantially all of the corporate trust business of the Collateral Agent, shall be the successor to the Collateral Agent under
the Transaction Documents (and shall be deemed to have expressly assumed all obligations of the Collateral Agent under the Transaction
Documents) without further act of any of the parties to this Agreement; provided that such Person shall be otherwise qualified
and eligible to act in such capacity under the Transaction Documents.


 


Section
7.4 Collateral Agent Compensation.


 


As
compensation for its Collateral Agent activities hereunder, the Collateral Agent shall be entitled to a Collateral Agent Fee pursuant
to the provision of Section 2.7(a)(1), Section 2.7(b)(1) or Section 2.8(1), as applicable.
The Collateral Agent’s entitlement to receive the Collateral Agent Fee shall cease on the earlier to occur of: (i) its
removal as Collateral Agent and appointment of a successor Collateral Agent pursuant to Section 7.5 or (ii) the
termination of this Agreement; provided, however, that the Collateral Agent shall be entitled to receive any accrued and unpaid
Collateral Agent Fees due and owing to it at the time of such removal or termination.


 


Section
7.5 Collateral Agent Removal.


 


The
Collateral Agent may be removed, with or without cause, by the Administrative Agent upon at least sixty (60) days’ notice
given in writing to the Collateral Agent and the Lenders (the “Collateral Agent Termination Notice”); provided
that notwithstanding its receipt of a Collateral Agent Termination Notice, the Collateral Agent shall continue to act in such
capacity until a successor Collateral Agent has been appointed in accordance with the requirements of Sections 5.5(d)
and 7.7. In the case of a resignation or removal of the Collateral Agent, if no successor shall have been appointed
and an instrument of acceptance by a successor shall not have been delivered to the Collateral Agent within 90 days after the
giving of such notice of resignation or removal, the Collateral Agent may petition any court of competent jurisdiction for the
appointment of a successor Collateral Agent.


 






    -117-


     


    




 


Section
7.6 Limitation on Liability.


 


(a) The
Collateral Agent may conclusively rely on and shall be fully protected in acting upon any certificate (including any Officer’s
Certificate of the Collateral Manager or the Borrower), instrument, opinion, notice, letter, facsimile, electronic communication
or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the
proper party or parties. The Collateral Agent may rely conclusively on and shall be fully protected in acting upon (a) the
written instructions of any designated officer of the Administrative Agent or (to the extent applicable) the Collateral Manager
or (b) the verbal instructions of the Administrative Agent or (to the extent applicable) the Collateral Manager. The Collateral
Agent shall not be deemed to have notice or knowledge of any matter hereunder unless a Responsible Officer of the Collateral Agent
receives written or email notice of such matter. Notice or knowledge of any matter by Wells Fargo in its capacity as Administrative
Agent or Lender and other publicly available information shall not constitute notice or actual knowledge of the Collateral Agent.


 


(b) The
Collateral Agent may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice
or opinion of such counsel.


 


(c) The
Collateral Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith,
or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the
case of its willful misconduct, bad faith or grossly negligent performance or omission of its duties and in the case of its grossly
negligent performance of its Payment Duties.


 


(d) The
Collateral Agent makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement)
as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the
Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly
set forth in this Agreement) of any of the Collateral. The Collateral Agent shall not be obligated to take any legal action hereunder
that might in its judgment be contrary to Applicable Law or involve any expense or liability unless it has been furnished with
an indemnity reasonably satisfactory to it.


 


(e) The
Collateral Agent shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth
in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Agent. Without limiting
the generality of the foregoing, the Collateral Agent, except as expressly set forth herein, shall have no obligation to supervise,
verify, monitor or administer the performance of the Collateral Manager or the Borrower, shall not be responsible for any action
or omission of the Administrative Agent, the Lenders, the Collateral Manager, the Borrower or any Lender and, absent written notice
to a Responsible Officer of the Collateral Agent, shall be entitled to assume that such person is in compliance with its obligations
under this Agreement or any other document related to this transaction.


 






    -118-


     


    




 


(f) The
Collateral Agent shall not be required to expend or risk its own funds in the performance of its duties hereunder or in the exercise
of any of its rights or powers contemplated hereunder or under the other Transaction Documents..


 


(g) It
is expressly agreed and acknowledged that the Collateral Agent is not overseeing or guaranteeing performance of or assuming any
liability for the obligations of the other parties hereto, the other Transaction Documents or Underlying Instruments, or any parties
to the Collateral.


 


(h) The
Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents or attorneys, and the Collateral Agent shall not be responsible for any actions or omissions of any such agents or attorneys
appointed with due care by it hereunder.


 


(i) The
Collateral Agent shall not be responsible for delays or failures in performance resulting from circumstances beyond its control
(such circumstances include but are not limited to acts of God, strikes, lockouts, riots, acts of war, loss or malfunctions of
utilities, computer (hardware or software) or communications services.


 


(j) In
no event shall the Collateral Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits or diminution in value) even if the Collateral Agent has been advised of the likelihood
of such damages and regardless of the form of such action.


 


(k) The
Collateral Agent shall have no responsibility and shall have no liability for (i) preparing, recording, filing, re-recording or
re-filing any financing statement, continuation statement, document, instrument or other notice in any public office at any time
or times, (ii) the correctness of any such financing statement, continuation statement, document or instrument or other such notice,
(iii) taking any action to perfect or maintain the perfection (other than any possession of possessory collateral) of any security
interest granted to it hereunder or otherwise or (iv) the validity or perfection (other than any possession of possessory collateral)
of any such lien or security interest.


 


(l) The
Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, electronic communication, note or other paper
or document, but the Collateral Agent, in its discretion, may, and upon the written direction of the Administrative Agent shall,
make such further inquiry or investigation into such facts or matters as it shall be directed, and the Collateral Agent shall
be entitled, on not less than five (5) Business Days’ prior notice to the Borrower and the Collateral Manager, to examine
the books and records relating to the Advances and the Loans, personally or by agent or attorney, at a mutually agreed time during
the Borrower’s or the Collateral Manager’s normal business hours; provided that prior to the occurrence of
an Event of Default that has not been cured, waived or rescinded, such examination shall not occur more than twice in any twelve
month period.


 


(m) The
Collateral Agent shall (i) not have any obligation to determine if a Loan meets the criteria specified in the definition of Eligible
Loan, (ii) have no discretion to select or make investments but shall be entitled to solely rely upon the investment directions
of the Borrower (or the Collateral Manager on behalf of the Borrower) and (iii) have no duty or liability to independently confirm
or determine whether any investment made hereunder qualifies as a Permitted Investment.


 






    -119-


     


    




 


(n) The
Collateral Agent shall not be liable for the actions or omissions of the Collateral Manager, the Borrower or the Administrative
Agent and the Collateral Agent shall not be under any obligation to monitor, evaluate or verify compliance by the Collateral Manager
with the terms hereof, or, other than as expressly set forth herein, to verify or independently determine the accuracy of information
received by it from the Collateral Manager (or from any selling institution, agent bank, trustee or similar source) with respect
to the Collateral.


 


(o) The
powers conferred on the Collateral Agent hereunder are solely to protect its interest (on behalf of the Secured Parties) in the
Collateral and shall not impose any duty on it to exercise any such powers. Except for (x) as expressly set forth herein and (y)
the reasonable care of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral
Agent shall have no duty as to any Collateral or responsibility for (i) ascertaining or taking action with respect to calls, maturities,
tenders or other matters relative to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of
such matters, or (ii) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any
Collateral.


 


(p) It
is expressly acknowledged by the parties hereto that application and performance by the Collateral Agent of its various duties
hereunder (including, without limitation, recalculations to be performed in respect of the matters contemplated hereby) shall
be based upon, and in reliance upon, data, information and notice provided to it by the Collateral Manager, the Administrative
Agent, the Borrower and/or any related bank agent, obligor or similar party, and the Collateral Agent shall have no responsibility
for the accuracy of any such information or data provided to it by such persons and shall be entitled to update its records (as
it may deem necessary or appropriate).


 


(q) The
Collateral Agent and its respective affiliates, directors, officers, agents or employees shall not be responsible for or have
any duty to ascertain, inquire into or verify (i) any statement, warranty or representation of the Borrower, the Collateral Manager,
the Administrative Agent or any Lender made in connection with this Agreement; (ii) the performance or observance of any of the
covenants or agreements of the Borrower or the Collateral Manager or to inspect the property (including the books and records)
of any of the Borrower or the Collateral Manager; (iii) the satisfaction of any condition specified in Article III; or
(iv) the validity, effectiveness or genuineness of this Agreement, the other Transaction Documents or any other instrument or
writing furnished by the Borrower, the Collateral Manager, the Administrative Agent or any Lender in connection herewith. Other
than as expressly set forth herein, the Collateral Agent shall be under no obligation to take any action to collect from any Obligor
any amount payable by such Obligor on any related Loan or any other Collateral under any circumstances, including if payment is
refused after due demand upon such Obligor.


 


(r) The
parties acknowledge that in accordance with the Customer Identification Program (CIP) requirements under the USA Patriot Act and
its implementing regulations, the Collateral Agent in order to help fight the funding of terrorism and money laundering, is required
to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens
an account with the Collateral Agent. The Borrower hereby agrees that it shall provide the Collateral Agent with such information
as it may reasonably request including, but not limited to, the Borrower’s name, physical address, tax identification number
and other information that will help the Collateral Agent to identify and verify the Borrower’s identity (and in certain
circumstances, the beneficial owners thereof) such as organizational documents, certificate of good standing, license to do business,
or other pertinent identifying information.


 






    -120-


     


    




 


(s) In
order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering (collectively, "Applicable Banking
Laws"), the Collateral Agent may be required to obtain, verify and record certain information relating to individuals
and entities which maintain a business relationship with the Collateral Agent. Accordingly, each of the parties agrees to provide
to the Collateral Agent upon its request from time to time such identifying information and documentation as may be available
for such party in order to enable the Collateral Agent to comply with Applicable Banking Laws.


 


Section
7.7 Resignation of the Collateral Agent.


 


The
Collateral Agent shall not resign from the obligations and duties hereby imposed on it except upon (a) sixty (60) days’
prior written notice to the Borrower, Collateral Manager, Administrative Agent and each Lender, or (b) the Collateral Agent’s
determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there
is no reasonable action that the Collateral Agent could take to make the performance of its duties hereunder permissible under
Applicable Law. No such resignation shall become effective until a successor Collateral Agent shall have assumed the responsibilities
and obligations of the Collateral Agent hereunder provided that, any successor Collateral Agent shall (y) satisfy all requirements
of Section 5.5(d) and (z) be acceptable to the Administrative Agent, the Collateral Manager (if no Collateral Manager Termination
Event has occurred) and the Borrower (if no Default or Event of Default has occurred and is continuing) in their respective sole
discretion. If no such successor is appointed within 90 days after the delivery of written notice, the Collateral Agent may petition
a court of competent jurisdiction for the appointment of a successor Collateral Agent.


 


Section
7.8 Reserved.


 


Section
7.9 Reserved.


 


Section
7.10 Access to Certain Documentation and Information Regarding the Collateral; Audits.


 


(a) The
Collateral Manager, the Borrower, the Equityholder and the Collateral Agent shall provide to the Administrative Agent access to
the Underlying Instruments and all other documentation in the possession of such Persons regarding the Collateral including in
such cases where the Administrative Agent may direct the Collateral Agent in connection with the enforcement of the rights or
interests of the Collateral Agent hereunder, or by applicable statutes or regulations, to review such documentation, such access
being afforded without charge but only (i) upon two (2) or, for the Collateral Agent, five (5), Business Days’ prior
written request, (ii) during normal business hours and (iii) subject to the Collateral Manager’s, the Borrower’s
and Collateral Agent’s normal security and confidentiality procedures. Periodically, at the discretion of the Administrative
Agent, the Administrative Agent may review the Collateral Manager’s collection and administration of the Collateral in order
to assess compliance by the Collateral Manager with Article VI and may conduct an audit of the Collateral and Underlying
Instruments in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable
period of time.


 






    -121-


     


    




 


(b) Without
limiting the foregoing provisions of Section 7.10(a), from time to time on request of the Administrative Agent, the
Collateral Agent shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent
to conduct a review of the Underlying Instruments and all other documentation regarding the Collateral. Up to two (2) such reviews
per each twelve month rolling period at a cost of $100,000 per fiscal year shall be at the expense of the Borrower and additional
reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence of an
Event of Default, any such reviews, regardless of frequency or expense, shall be at the expense of the Borrower.


 


ARTICLE
VIII



SECURITY INTEREST


 


Section
8.1 Grant of Security Interest.


 


(a) This
Agreement constitutes a security agreement and the Advances effected hereby constitute secured loans by the applicable Lenders
to the Borrower under Applicable Law. For such purpose, the Borrower hereby transfers, conveys, assigns and grants as of the Closing
Date to the Collateral Agent for the benefit of the Secured Parties, a lien and continuing security interest in all of the Borrower’s
right, title and interest in, to and under (but none of the obligations under) all Collateral (other than any Collateral which
constitutes Margin Stock), whether now existing or hereafter arising or acquired by the Borrower, and wherever the same may be
located, to secure the prompt, complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration
or otherwise, of the Obligations of the Borrower arising in connection with this Agreement and each other Transaction Document,
whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, including, without limitation,
all Obligations. Notwithstanding any of the other provisions set forth in this Agreement, this Agreement shall not constitute
a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Applicable
Law in effect as of the date hereof or requires a consent not obtained of any Governmental Authority pursuant to such Applicable
Law. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interests in the
Collateral and shall not impose any obligation or duty upon the Collateral Agent to exercise any such powers. The Collateral Agent
shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral
Agent nor any of its officers, directors, employees or agents shall be responsible to the Borrower for any act or failure to act
hereunder, except for its own fraud, gross negligence or willful misconduct. If the Borrower fails to perform or comply with any
of its agreements contained herein with respect to the Collateral, the Collateral Agent, at its option and at the direction of
the Administrative Agent, but without any obligation to do so, may itself perform or comply, or otherwise cause performance or
compliance, with such agreement. The expenses of the Collateral Agent, including fees and expenses of its attorneys and agents,
incurred in connection with such performance or compliance, together with interest thereon at the rate per annum applicable
to Advances, shall be payable by the Borrower to the Collateral Agent in accordance with Sections 2.7 and 2.8 and
shall constitute Obligations secured hereby.


 






    -122-


     


    




 


(b) The
grant of a security interest under this Section 8.1 does not constitute and is not intended to result in a creation
or an assumption by the Collateral Agent of any obligation of the Borrower or any other Person in connection with any or all of
the Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (a) the
Borrower shall remain liable under the Collateral to the extent set forth therein to perform all of its duties and obligations
thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Collateral Agent on behalf
of the Secured Parties, of any of its rights in the Collateral shall not release the Borrower from any of its duties or obligations
under the Collateral, and (c) the Collateral Agent shall not have any obligations or liability under the Collateral by reason
of this Agreement, nor shall the Collateral Agent be obligated to perform any of the obligations or duties of the Borrower thereunder
or to take any action to collect or enforce any claim for payment assigned hereunder.


 


Section
8.2 Release of Lien on Collateral.


 


(a)
At the same time as (i) any Loan expires by its terms or is prepaid in full and all amounts in respect thereof have been
paid in full by the related Obligor and deposited in the Collection Account or (ii) any Loan has been the subject of a Discretionary
Sale, Substitution or Optional Sale pursuant to Section 2.14, has been sold to the Equityholder as required under
the Sale Agreement or has been sold pursuant to Section 9.2, the Collateral Agent, as agent for the Secured Parties
will, to the extent requested by the Collateral Manager or the Borrower, release its interest in such Collateral. In connection
with any release of such Collateral, the Collateral Agent and, with respect to the Required Loan Documents, the Custodian, on
behalf of the Secured Parties, will upon receipt into the Collection Account of the Proceeds of any such sale, payment in full
or prepayment in full of a Loan, at the sole expense of the Borrower, (i) execute and deliver to the Borrower or the Collateral
Manager (or its designee) requesting the same, any assignments, bills of sale, termination statements and any other releases and
instruments as such Person may reasonably request in order to effect the release and transfer of such Collateral, (ii) deliver
any portion of the Collateral to be released from the Lien granted under this Agreement in its possession to or at the direction
of the Borrower and (iii) otherwise take such actions as are necessary and appropriate to release the Lien of the Collateral Agent
for the benefit of the Secured Parties on the applicable portion of the Collateral to be released and delivered to or at the direction
of the Borrower such portion of the Collateral to be so released; provided that, the Collateral Agent, as agent for the
Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection
with such release, sale, transfer and/or assignment. Nothing in this Section 8.2 shall diminish the Collateral Manager’s
obligations pursuant to Section 6.5 with respect to the Proceeds of any such sale.


 






    -123-


     


    




 


(b)
On the Collection Date, the Collateral Agent, on behalf of the Secured Parties, will release the security interest in the Collateral
created hereby, which release shall occur simultaneously with receipt in the Collection Account of the payoff amount specified
in a payoff letter signed by the Administrative Agent. Upon request of the Borrower to the Collateral Agent and to the Administrative
Agent, the Collateral Agent shall promptly provide to the Borrower and the Administrative Agent a computation of all amounts owing
to the Collateral Agent, the Securities Intermediary and the Custodian as of the anticipated Collection Date and the Administrative
Agent shall promptly provide to the Borrower, with a copy to the Collateral Agent, a computation of all amounts owing to the Administrative
Agent and the Lenders as of the anticipated Collection Date. In connection with such release of the Collateral, the Collateral
Agent, on behalf of the Secured Parties, will, at the sole expense of the Borrower, (i) execute and deliver to the Borrower or
the Collateral Manager (or its designee) requesting the same, any assignments, bills of sale, termination statements and any other
releases and instruments as the Borrower may reasonably request in order to effect the release of the Collateral, (ii) deliver
any portion of the Collateral to be released from the Lien granted under this Agreement in its possession to or at the direction
of the Borrower or the Collateral Manager (on behalf of the Borrower) and (iii) otherwise take such actions as are necessary and
appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the Collateral (including, without
limitation, delivering a Termination Notice (as defined in the Securities Account Control Agreement) in respect of the Securities
Account Control Agreement); provided that, the Collateral Agent, as agent for the Secured Parties, will make no representation
or warranty, express or implied, with respect to any such Collateral in connection with such release. In connection with such
release, the Custodian shall deliver any Required Loan Documents as provided in Section 13.5 below.


 


ARTICLE
IX



EVENTS OF DEFAULT


 


Section
9.1 Events of Default.


 


The
following events shall be Events of Default (“Events of Default”) hereunder:


 


(a) (i)
other than as set forth in the following clause (ii), the Borrower or the Equityholder fails to make any payment when due under
any Transaction Document and (other than with respect to any mandatory repayment of Advances Outstanding) (or, if such failure
is solely due to administrative error by the Collateral Agent within two (2) Business Days following the earlier of notice to
the Borrower or actual knowledge of the Borrower), or (ii) the Borrower fails to repay the outstanding Obligations in full on
the Termination Date; or


 


(b) the
Borrower shall assign or attempt to assign any of its rights, obligations or duties under this Agreement without the prior written
consent of the Administrative Agent in its sole discretion; or


 


(c) the
occurrence of an Insolvency Event relating to the Borrower or the Equityholder; or


 


(d) any
representation, warranty or certification made or deemed made by the Borrower, the Equityholder or the Equityholder in any Transaction
Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect in any material
respect when made or deemed made (other than Section 4.2(b)) and (except in the case of a breach of Section 4.1(w)(ii),
to which no cure period shall apply) the same continues to be unremedied for a period of thirty (30) days (if such failure can
be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied
shall have been given to such Person and (ii) the date on which a Responsible Officer of such Person acquires actual knowledge
thereof; or


 






    -124-


     


    




 


(e) any
failure on the part of the Borrower or the Equityholder to duly observe or perform any other covenants or agreements of such Person
(other than those specifically addressed by a separate Event of Default), as applicable, set forth in this Agreement or the other
Transaction Documents to which such Person is a party has a Material Adverse Effect and the same continues unremedied for a period
of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such
failure requiring the same to be remedied shall have been given to such Person and (ii) the date on which a Responsible Officer
of such Person acquires knowledge thereof; or


 


(f) the
Borrower, the Collateral Manager or the Equityholder fails to observe or perform any agreement or obligation with respect to the
management and distribution of funds received with respect to the Collateral, and such failure is not cured within three (3) Business
Days; or


 


(g) the
Borrower ceases to have a valid ownership interest in all of the Collateral (subject to Permitted Liens) or the Collateral Agent
shall fail to have a first priority perfected security interest in any part of the Collateral (subject to Permitted Liens) except
as otherwise expressly permitted to be released in accordance with the applicable Transaction Document; or


 


(h) the
rendering of one or more final non-appealable judgments, decrees or orders by a court or arbitrator of competent jurisdiction
for the payment of money in excess individually or in the aggregate of $750,000 (or $5,000,000 with respect to the Equityholder)
against the Borrower or the Equityholder, as applicable, and solely with respect to the Equityholder, the Equityholder shall not
have, within forty-five (45) days of the rendering thereof, either (i) had any judgment, decree or order dismissed, (ii) perfected
a timely appeal of such judgment, decree or order and caused the execution of such judgment, decree or order to be stayed during
the pendency of the appeal or (iii) satisfied or provided for the satisfaction of any such judgment, decree or order in accordance
with its terms; or


 


(i) (i)
any Transaction Document (or any material provision thereof), or any Lien granted thereunder, shall (except in accordance with
its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation
of the Borrower, the Collateral Manager or the Equityholder, or (ii) the Borrower, the Equityholder, the Collateral Manager, the
Equityholder or any Governmental Authority shall, directly or indirectly, contest in any manner the effectiveness, validity, binding
nature or enforceability of any Transaction Document or any lien or security interest thereunder; or,


 






    -125-


     


    




 


(j) the
Borrower or the pool of Collateral shall become required to register as an “investment company” within the meaning
of the 1940 Act; or


 


(k) the
existence of a Borrowing Base Deficiency on any date of determination, which continues unremedied for at least five (5) Business
Days after the earliest to occur of (i) the date on which written notice of such Borrowing Base Deficiency shall have been given
to the Borrower or the Collateral Manager, (ii) the date on which a Responsible Officer of the Borrower or the Collateral Manager
acquires actual knowledge thereof and (iii) the most recent date on which the Borrower was required to calculate the Borrowing
Base hereunder; or


 


(l) (i)
a Change of Control of the Borrower or the Equityholder occurs without the prior written consent of the Administrative Agent or
(ii) the Borrower shall fail to satisfy each of the criteria set forth in Section 4.1(u) in any material respect, unless
a law firm reasonably acceptable to the Administrative Agent renders a substantive nonconsolidation opinion with respect thereto
acceptable to the Administrative Agent; or


 


(m) the
occurrence of a Collateral Manager Termination Event; or


 


(n) any
failure on the part of the Borrower to comply with the covenant set forth in Section 5.1(g) with respect to the matters
set forth in Section 4.1(u)(xxv); or


 


(o) the
Borrower or the Equityholder defaults in making any payment required to be made under an agreement for borrowed money owing by
it (other than, in the case of the Borrower, this Agreement) to which it is a party individually or in an aggregate principal
amount in excess of (i) with respect to the Borrower, $500,000, and (ii) with respect to the Equityholder, $5,000,000 in excess
of any amounts disputed in good faith by such Person and, in each case, such default is not cured within the applicable cure period,
if any, provided for under such agreement; or


 


(p) the
Borrower shall have made payments (other than payments made on behalf of such Person from insurance proceeds of the Borrower)
individually or in the aggregate in excess of $750,000 in settlement of any litigation claim or dispute;


 


(q)
the Equityholder shall fail to maintain at least $30,000,000 of Unencumbered Liquidity;


 


(r) the
Internal Revenue Service or any other Governmental Authority shall file notice of a lien pursuant to Section 6323 of the
Code with regard to any assets of the Borrower, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant
to Section 4068 of ERISA with regard to any assets of the Borrower and such lien shall not have been released within five
(5) Business Days;


 


(s) the
Equityholder shall fail to maintain its status as a “business development company” under the 1940 Act;
or


 


(t) a
BDC Asset Coverage Event occurs and is continuing on two (2) consecutive BDC Reporting Dates.


 






    -126-


     


    




 


Section
9.2 Remedies.


 


(a)
Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall, at the written direction of
the Required Lenders and by notice to the Borrower, declare (i) the Termination Date to have occurred and all outstanding
Obligations to be immediately due and payable in full (without presentment, demand, protest or notice of any kind all of which
are hereby waived by the Borrower) or (ii) the Reinvestment Period End Date to have occurred; provided that, in the
case of any event involving the Borrower described in Section 9.1(c), all of the Obligations shall be immediately
due and payable in full (without presentment, demand, notice of any kind, all of which are hereby expressly, waived by the Borrower)
and the Termination Date shall be deemed to have occurred automatically upon the occurrence of any such event.


 


(b) On
and after the declaration or occurrence of the Termination Date, the Collateral Agent, for the benefit of the Secured Parties,
shall have, with respect to the Collateral granted pursuant to Section 8.1, and in addition to all other rights and
remedies available to the Collateral Agent and the Secured Parties under this Agreement, the other Transaction Documents or other
Applicable Law, all rights and remedies of a secured party upon default provided under the UCC of each applicable jurisdiction
and other Applicable Laws, which rights shall be cumulative. Without limiting the generality of the foregoing, but subject to
Section 9.2(c), the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement
or notice of any kind (except any notice required by law referred to below) to or upon the Borrower or any other Person (all and
each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances transfer all or any
part of the Collateral into the Collateral Agent’s name or the name of any Secured Party or its nominee or nominees, and/or
forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease,
assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract
to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board
or office of the Collateral Agent or any Secured Party or elsewhere upon such terms and conditions (including by lease or by deferred
payment arrangement) as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery
without assumption of any credit risk and/or may take such other actions as may be available under applicable law. The Collateral
Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon
any such private sale or sales, auction or closed tender, to purchase the whole or any part of the Collateral so sold, free of
any right or equity of redemption in the Borrower, which right or equity is hereby waived or released. In addition, the Borrower
and the Collateral Manager hereby agree that they will, at the Borrower’s expense and at the direction of the Collateral
Agent, forthwith, (i) assemble all or any part of the Collateral as directed by the Collateral Agent and make the same available
to the Collateral Agent at a place to be designated by the Collateral Agent, whether at the Borrower’s premises or elsewhere,
and (ii) without notice except as specified below, sell the Collateral or any part thereof upon such terms, in such lots,
to such buyers, and according to such other instructions as the Collateral Agent at the direction of the Administrative Agent
may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, ten (10) days’
notice to the Borrower of any sale hereunder shall constitute reasonable and proper notification. All cash Proceeds received by
the Collateral Agent on behalf of the Secured Parties in respect of any sale of, collection from, or other realization upon, all
or any part of the Loans (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection
Account and applied pursuant to Section 2.8. To the extent permitted by Applicable Law, the Borrower waives all claims,
damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by the
Collateral Agent or any other Secured Party of any of its rights hereunder. The Borrower shall remain liable for any deficiency
if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Obligations and the fees and disbursements
of any attorneys employed by the Collateral Agent or any Secured Party to collect such deficiency, except as provided in Section
9.6(b).


 






    -127-


     


    




 


(c) In
connection with the sale of the Collateral following the acceleration of the Obligations by the Collateral Agent acting at the
direction of the Required Lenders pursuant to Section 9.2(a), the Equityholder, the Collateral Manager and their respective
Affiliates thereof shall have the right to purchase any or all of the Loans in the Collateral, in each case by paying to the Collateral
Agent in immediately available funds, an amount equal to all outstanding Obligations (or, in the case of a purchase of less than
all of the Loans in the Collateral, with the prior written consent of the Administrative Agent in its sole discretion, an amount
equal to the aggregate Outstanding Balance of all Loans purchased). If the Equityholder, the Collateral Manager or any of their
Affiliates thereof fail to exercise this purchase right within ten (10) Business Days following such acceleration of the Obligations
pursuant to Section 9.2(a), then such contractual rights shall be irrevocably forfeited by the Equityholder and Affiliates
thereof, but nothing herein shall prevent the Equityholder or its Affiliates from bidding at any sale of such Collateral.


 


Section
9.3 [Reserved].


 


Section
9.4 Application of Cash Collected.


 


Any
Cash collected by the Collateral Agent with respect to the Obligations pursuant to this Article IX and any Cash that may
then be held or thereafter received by the Collateral Agent with respect to the Obligations hereunder shall be applied in accordance
with Section 2.8, at the date or dates fixed by the Collateral Agent; provided, that (a) subject to clause
(b), no such date may be fixed by the Collateral Agent unless the Collateral Agent has given the Borrower no fewer than two (2)
Business Days’ prior written notice of such date, which notice shall set forth in reasonable detail the expected applications
of Cash on such date and (b) no failure by the Collateral Agent to deliver the notice required pursuant to the foregoing
clause (a) will affect the application of funds in the Collection Accounts pursuant to Section 2.8 on the next
succeeding Payment Date.


 


Section
9.5 Rights of Action.


 


Notwithstanding
any other provision of this Agreement (other than Section 12.10) or in any other Transaction Document, the Administrative
Agent or the Required Lenders shall have the right to direct the Collateral Agent to institute any proceedings, judicial or otherwise,
with respect to any Transaction Document, or for the appointment of a separate receiver or trustee, or for any other remedy hereunder.
The Collateral Agent shall only institute proceedings and exercise remedies hereunder at the direction of the Administrative Agent
or Required Lenders (which, subject to the provisions hereof, the Collateral Agent shall implement without delay) and, in taking
any action as so directed, shall have the right to indemnity against the costs, expenses and liabilities to be incurred in compliance
with such request; provided, that the Collateral Agent shall not be required to take any such action hereunder or under any other
Transaction Document (including, for the avoidance of doubt, with respect to a mandatory repurchase under the Sale Agreement)
if the taking of such action, in the reasonable determination of the Collateral Agent, shall be in violation of any Applicable
Law or contrary to any provisions of this Agreement or other Transaction Document.


 






    -128-


     


    




 


Section
9.6 Unconditional Rights of Lenders to Receive Principal and Interest


 


(a) Notwithstanding
any other provision in this Agreement, each Lender shall have the right, which is absolute and unconditional, to receive payment
of the Obligations as such amounts become due and payable in accordance with the terms hereof and, subject to the provisions of
Section 9.5, upon the occurrence and during the continuance of an Event of Default, to institute proceedings for the
enforcement of any such payment, and such right shall not be impaired without the consent of such Lender.


 


(b) If
collections in respect of the Collateral are insufficient to make payments due in respect of the Obligations, no other assets
will be available for payment of the deficiency following realization of the Collateral and application of the proceeds thereof
in accordance with Sections 2.7 and 2.8, and the obligations of the Borrower to pay any deficiency shall thereupon
be extinguished and shall not thereafter revive.


 


Section
9.7 Restoration of Rights and Remedies.


 


If
the Collateral Agent, the Administrative Agent or any Lender has instituted any judicial proceeding to enforce any right or remedy
under this Agreement and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to
the Collateral Agent or to such Lender, then and in every such case the Borrower, the Collateral Agent and the Lenders shall,
subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Secured Parties shall continue as though no such proceeding had been instituted.


 


Section
9.8 Rights and Remedies Cumulative.


 


No
right or remedy herein conferred upon or reserved to the Collateral Agent or to the Lenders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing by law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 






    -129-


     


    




 


Section
9.9 Delay or Omission Not Waiver


 


No
delay or omission of the Collateral Agent or of any Lender to exercise any right or remedy accruing upon the occurrence and during
the continuation of any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default
or an acquiescence therein. Every right and remedy given by this Section 9.9 or by law to the Collateral Agent or
to the Lenders may be exercised from time to time, and as often as may be deemed expedient, by the Collateral Agent or by the
Lenders, as the case may be.


 


Section
9.10 Waiver of Stay or Extension Laws.


 


The
Borrower covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter
in force (including filing a voluntary petition under Chapter 11 of the Bankruptcy Code and by the voluntary commencement of a
proceeding or the filing of a petition seeking winding up, liquidation, reorganization or other relief under any bankruptcy, insolvency,
receivership or similar law now or hereafter in effect), which may affect the covenants, the performance of or any remedies under
this Agreement; and the Borrower (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenant that it will not hinder, delay or impede the execution of any power herein granted to the Collateral
Agent, but will suffer and permit the execution of every such power as though no such law had been enacted.


 


Section
9.11 Power of Attorney.


 


The
Borrower hereby irrevocably appoints the Collateral Agent its true and lawful attorney (with full power of substitution) in its
name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject
to the terms and conditions set forth) in this Agreement after the occurrence and during the continuance of a Default or an Event
of Default, including without limitation the following powers: (a) to give any necessary receipts or acquittance for amounts
collected or received hereunder, (b) to make all necessary transfers of the Collateral in connection with any such sale or
other disposition made pursuant hereto, (c) to execute and deliver for value all necessary or appropriate bills of sale,
assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming
all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (d) to sign any agreements,
orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral
Agent, the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral
Agent or such purchaser all proper bills of sale, assignments, releases and other instruments as may be designated in any such
request. For the avoidance of doubt, the power of attorney granted by the Borrower pursuant to this Section 9.11 supersedes
any other power of attorney or similar rights granted by the Borrower to any other party (including, without limitation, the Collateral
Manager) under this Agreement, any other Transaction Document or any other agreement; provided that, the Collateral Manager
may continue to exercise its rights under this Agreement until the Collateral Manager has received notice of the Collateral Agent’s
exercise of its power of attorney hereunder.


 






    -130-


     


    




 


ARTICLE
X



INDEMNIFICATION


 


Section
10.1 Indemnities by the Borrower.


 


(a) Without
limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify
the Secured Parties and each of their respective assigns and officers, directors, 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 Borrower 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 or any of them arising out of or as a result of this Agreement
(including the enforcement of any provision hereof) or having an interest in the Collateral or in respect of any Loan included
in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence or willful misconduct
on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1
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 Borrower an amount equal to the amount it has collected from
others (including insurance companies) in respect of such Indemnified Amounts. Without limiting the foregoing, the Borrower shall
indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence or willful misconduct
on the part of any Indemnified Party) relating to or resulting from:


 


(i) any
representation or warranty made or deemed made by the Borrower, the Collateral Manager (on behalf of the Borrower) or any of their
respective 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;


 


(ii) the
failure of any Loan acquired on the Closing Date to be an Eligible Loan as of the Closing Date and the failure of any Loan acquired
after the Closing Date to be an Eligible Loan on the related Funding Date;


 


(iii) the
failure by the Borrower or the Collateral Manager (on behalf of the Borrower) to comply with any term, provision or covenant contained
in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, with respect to any
Collateral or the nonconformity of any Collateral with any such Applicable Law;


 


(iv) the
failure to vest and maintain vested in the Collateral Agent, for the benefit of the Secured Parties, a first priority, perfected
security interest in the Collateral, together with all Collections, free and clear of any Lien (other than Permitted Liens) whether
existing at the time of any Advance or at any time thereafter;


 


(v) the
failure to maintain, as of the close of business on each Business Day prior to the Termination Date, an amount of Advances Outstanding
that is less than or equal to the Borrowing Base on such Business Day;


 


(vi) 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 any Collateral, whether at the time of any
Advance or at any subsequent time;


 






    -131-


     


    




 


(vii) 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 Collateral (including, without limitation, a defense based on the Collateral not being a legal, valid and binding obligation
of such Obligor enforceable against it in accordance with its terms);


 


(viii) any
failure of the Borrower or the Collateral Manager (on behalf of the Borrower) 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 Borrower
or the Collateral Manager (on behalf of the Borrower) to perform its respective duties under any Collateral;


 


(ix) 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 Borrower to qualify to do business or file any notice or business activity report or
any similar report;


 


(x) any
action taken by the Borrower or the Collateral Manager (on behalf of the Borrower) in the enforcement or collection of any Collateral;


 


(xi) 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 Collateral;


 


(xii) [reserved];


 


(xiii) any
repayment by the Administrative Agent or another Secured Party of any amount previously distributed in reduction of Advances Outstanding
or payment of Interest or any other amount due hereunder which amount the Administrative Agent or another Secured Party believes
in good faith is required to be repaid;


 


(xiv) except
with respect to funds held in the Collection Account, the commingling of Collections on the Collateral at any time with other
funds;


 


(xv) any
investigation, litigation or proceeding related to this Agreement (including the enforcement of any provision herein) or the use
of proceeds of Advances or the security interest in the Collateral;


 






    -132-


     


    




 


(xvi) any
failure by the Borrower to give reasonably equivalent value to the Equityholder or to the applicable third party transferor, in
consideration for the transfer by the Equityholder or such third party to the Borrower of any item of Collateral 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;


 


(xvii) the
use of the proceeds of any Advance in a manner other than as provided in this Agreement and the Sale Agreement; or


 


(xviii) the
failure of the Borrower or any of its agents or representatives to remit to the Collateral Manager (on behalf of the Borrower)
or the Collateral Agent, Collections on the Collateral remitted to the Borrower, the Collateral Manager (on behalf of the Borrower)
or any such agent or representative as provided in this Agreement.


 


(b) Any
amounts subject to the indemnification provisions of this Section 10.1 shall be paid by the Borrower to the Indemnified
Party pursuant to Section 2.7 or 2.8, as applicable, 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.


 


(c)
If for any reason the indemnification provided above in this Section 10.1 is unavailable to the Indemnified Party
or is insufficient to hold an Indemnified Party harmless, then the Borrower 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 Borrower on the other hand but also the
relative fault of such Indemnified Party as well as any other relevant equitable considerations; provided that the Borrower
shall not be required to contribute in respect of any Indemnified Amounts excluded in Section 10.1(a).


 


(d) The
obligations of the Borrower under this Section 10.1 shall survive the resignation or removal of the Administrative
Agent, the Collateral Manager, the Custodian or the Collateral Agent and the termination of this Agreement.


 


(e) This
Section 10.1 shall not apply with respect to Taxes other than any Taxes representing damages, losses, claims, liabilities
and related costs and expenses arising from any non-Tax claim.





 



    -133-


     


    

 


Section
10.2 Indemnities by the Collateral Manager.


 


(a) Without
limiting any other rights that any such Person may have hereunder or under Applicable Law, the Collateral Manager hereby agrees
to indemnify each Indemnified Party, the Borrower, the Equityholder, and their respective managers, officers, directors, employees
and agents (collectively, the “Collateral Manager Indemnified Parties”) forthwith on demand, from and against
any and all Indemnified Amounts awarded against or incurred by any such Collateral Manager Indemnified Party by reason of any
acts or omissions of the Collateral Manager arising out of a breach of its obligations and duties under this Agreement and each
other Transaction Document to which it is a party, including, but not limited to (i) any representation or warranty made
by the Collateral Manager under or in connection with any Transaction Document or any other information or report delivered by
or on behalf of the Collateral Manager pursuant hereto, which shall have been false, incorrect or misleading in any material respect
when made or deemed made, (ii) the failure by the Collateral Manager to comply with any Applicable Law, (iii) the failure
of the Collateral Manager to comply with its duties or obligations in accordance with this Agreement, (iv) any gross negligence,
willful misconduct, bad faith or fraud on the part of the Collateral Manager or (v) any litigation, proceedings or investigation
against the Collateral Manager in connection with any Transaction Document or its role as Collateral Manager hereunder solely
to the extent arising from the Collateral Manager’s breach of its obligations and duties under this Agreement or any other
Transaction Document to which it is a party excluding, however, any Indemnified Amounts to the extent resulting from gross negligence
or willful misconduct on the part of any Collateral Manager Indemnified Party. The parties agree that the provisions of this Section
10.2 shall not be interpreted to provide recourse to the Collateral Manager against loss by reason of the bankruptcy, insolvency
or lack of creditworthiness of an Obligor with respect to any Loan. The provisions of this indemnity shall run directly to and
be enforceable by a Collateral Manager Indemnified Party subject to the limitations hereof; provided that the indemnification
of the Borrower, the Equityholder and their respective managers, officers, directors, employees and agents shall be in all respects
junior and subordinate to the indemnification of the Indemnified Parties and their respective managers, officers, directors, employees
and agents.


 


(b) Any
amounts subject to the indemnification provisions of this Section 10.2 shall be paid by the Collateral Manager to
the applicable Collateral Manager Indemnified Party within five (5) Business Days following such Person’s demand therefor.


 


(c) For
the avoidance of doubt, the Collateral Manager shall have no liability for making indemnification hereunder to the extent any
such indemnification constitutes recourse for uncollectible or uncollected Loans. Furthermore, in no event shall the Collateral
Manager be liable for special, indirect or consequential losses or damages of any kind whatsoever (including but not limited to
lost profits) even if the Collateral Manager has been advised of the likelihood of such damages and regardless of the form of
such action


 


(d) The
obligations of the Collateral Manager under this Section 10.2 shall survive the resignation or removal of the Administrative
Agent, the Collateral Agent, the Custodian and the termination of this Agreement.


 


(e) Any
indemnification pursuant to this Section 10.2 shall not be payable from the Collateral.


 






    -134-


     


    




 


ARTICLE
XI



THE ADMINISTRATIVE AGENT


 


Section
11.1 Appointment.


 


Each
Secured Party hereby appoints and authorizes the Administrative Agent as its agent and hereby further authorizes the Administrative
Agent to appoint additional agents and bailees (including, without limitation, the Collateral Agent) to act on its behalf and
for the benefit of each of the Secured Parties. Each Secured Party further authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to
the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance,
and without limiting the generality, of the foregoing, each Secured Party hereby appoints the Administrative Agent as its agent
to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent may deem
necessary or appropriate or that a Secured Party may reasonably request in order to perfect, protect or more fully evidence the
security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective
rights hereunder, including, without limitation, the execution by the Administrative Agent as secured party/assignee of such financing
or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Collateral now existing
or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove.
The Lenders may direct the Administrative Agent to take any such incidental action hereunder. With respect to other actions which
are incidental to the actions specifically delegated to the Administrative Agent hereunder, the Administrative Agent shall not
be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be
fully protected in acting or refraining from acting) upon the direction of the Lenders; provided that the Administrative
Agent shall not be required to take any action hereunder if the taking of such action, in the reasonable determination of the
Administrative Agent, shall be in violation of any Applicable Law or contrary to any provision of this Agreement or shall expose
the Administrative Agent to liability hereunder or otherwise. In the event the Administrative Agent requests the consent of a
Lender pursuant to the foregoing provisions and the Administrative Agent does not receive a consent (either positive or negative)
from such Person within ten (10) Business Days of such Person’s receipt of such request, then such Lender shall be deemed
to have declined to consent to the relevant action. To the extent not delivered or required to be delivered to the Lenders by
the Borrower or the Collateral Manager hereunder or the other Transaction Documents, the Administrative Agent shall furnish to
the Lenders, promptly upon the Administrative Agent’s receipt of the same, copies of all notices, certificates and other
information delivered to the Administrative Agent under the Transaction Documents.


 


Section
11.2 Standard of Care.


 


The
Administrative Agent shall exercise such rights and powers vested in it by this Agreement and the other Transaction Documents,
and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances
in the conduct of such person’s own affairs.


 






    -135-


     


    




 


Section
11.3 Administrative Agent’s Reliance, etc.


 


Neither
the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted
to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents,
except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent:
(i) may consult with legal counsel (including counsel for the Borrower or the Equityholder), independent public accountants
and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance
with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible
for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall
not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions
of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Collateral Manager or the
Equityholder or to inspect the property (including the books and records) of any of the Borrower, the Collateral Manager or the
Equityholder; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency
or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto
or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents
by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by
facsimile) believed by it to be genuine and signed or sent by the proper party or parties.


 


Section
11.4 Credit Decision with Respect to the Administrative Agent.


 


Each
Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, or any of the Administrative
Agent’s Affiliates, and based upon such documents and information as it has deemed appropriate, made its own evaluation
and decision to enter into this Agreement and the other Transaction Documents to which it is a party. Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent, or any of the Administrative Agent’s Affiliates
or, for the avoidance of doubt, the Collateral Agent, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own decisions in taking or not taking action under this Agreement and the other Transaction
Documents to which it is a party.


 


Section
11.5 Indemnification of the Administrative Agent.


 


Each
Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or the Collateral Manager),
ratably in accordance with its Pro Rata Share from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred
by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any of the other Transaction
Documents, or any action taken or omitted by the Administrative Agent hereunder or thereunder; provided that, the Lenders
shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct. The payment
of amounts under this Section 11.5 shall be on an after-Tax basis. Without limitation of the foregoing, each Lender
agrees to reimburse the Administrative Agent, ratably in accordance with its Pro Rata Share promptly upon demand for any out-of-pocket
expenses (including counsel fees) incurred by the Administrative Agent in connection with the administration, modification, amendment
or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities
under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or
otherwise in respect of the Lenders hereunder and/or thereunder and to the extent that the Administrative Agent is not reimbursed
for such expenses by the Borrower or the Collateral Manager.


 






    -136-


     


    




 


Section
11.6 Successor Administrative Agent.


 


The
Administrative Agent may resign at any time, effective upon the appointment and acceptance of a successor Administrative Agent
as provided below, by giving at least five (5) days’ written notice thereof to each Lender and the Borrower. Upon any such
resignation, the Lenders acting jointly shall appoint a successor Administrative Agent with the consent of the Borrower, such
consent not to be unreasonably withheld. Each of the Borrower and each Lender agree that it shall not unreasonably withhold or
delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have
been so appointed, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s
giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor
Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws
of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000, (ii) a Lender or
(iii) an Affiliate of such a bank or a Lender. Upon the acceptance of any appointment as Administrative Agent hereunder by
a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation as Administrative
Agent, the provisions of this Article XI shall continue to inure to its benefit as to any actions taken or omitted
to be taken by it while it was Administrative Agent under this Agreement.


 


Section
11.7 Payments by the Administrative Agent.


 


Unless
specifically allocated to a specific Lender pursuant to the terms of this Agreement, all amounts received by the Administrative
Agent on behalf of the Lenders shall be paid by the Administrative Agent to the Lenders in accordance with their respective Pro
Rata Shares in the applicable Advances Outstanding, or if there are no Advances Outstanding in accordance with their most recent
Commitments, on the Business Day received by the Administrative Agent, unless such amounts are received after 3:30 p.m. on such
Business Day, in which case the Administrative Agent shall use its reasonable efforts to pay such amounts to each Lender on such
Business Day, but, in any event, shall pay such amounts to such Lender not later than the following Business Day.


 






    -137-


     


    




 


ARTICLE
XII



MISCELLANEOUS


 


Section
12.1 Amendments and Waivers.


 


Except
as provided in this Section 12.1, no amendment, waiver or other modification of any provision of this Agreement shall
be effective without the written agreement of the Borrower, the Administrative Agent, the Collateral Manager, the Required Lenders
and the Equityholder (with written notice to the Collateral Agent and the Custodian); provided that no amendment, waiver
or consent shall:


 


(a) increase
the Commitment of any Lender without the written consent of such Lender;


 


(b) waive,
extend or postpone any date fixed by this Agreement or any other Transaction Document for any payment or mandatory prepayment
of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the
Commitment hereunder or under any other Transaction Document without the written consent of each Lender directly and adversely
affected thereby;


 


(c) reduce
the principal of, or the rate of interest specified herein on, any Advance or Obligation, or any fees or other amounts payable
hereunder or under any other Transaction Document without the written consent of each Lender directly and adversely affected thereby;


 


(d) change
Section 2.7, 2.8 or any related definitions or provisions in a manner that would alter the order of application
of proceeds or would alter the pro rata sharing of payments required thereby, in each case, without the written consent
of each Lender directly and adversely affected thereby;


 


(e) change
any provision of this Section 12.1 or reduce the percentages specified in the definition of “Required Lenders”
or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any
rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly
affected thereby;


 


(f) consent
to the assignment or transfer by the Borrower, the Equityholder or the Collateral Manager of such Person’s rights and obligations
under any Transaction Document to which it is a party (except as expressly permitted hereunder), in each case, without the written
consent of each Lender;


 


(g) make
any modification to the definition of “Borrowing Base” or “Adjusted Borrowing Value”, in each case, which
would have a material adverse effect on the calculation of the Borrowing Base, without the written consent of each Lender; or


 


(h) release
all or substantially all of the Collateral or release any Transaction Document (other than as specifically permitted or contemplated
in this Agreement or the applicable Transaction Document) without the written consent of each Lender;


 






    -138-


     


    




 


provided,
further, that, (i) any amendment of this Agreement that is solely for the purpose of adding a Lender may, subject
to Section 12.16, be effected without the written consent of the Borrower or any Lender, (ii) no such amendment, waiver
or modification materially adversely affecting the rights, duties or obligations of the Collateral Agent or the Custodian under
this Agreement or any other Transaction Document (including with respect to, but not limited to, a Benchmark Replacement or any
other alternative or replacement reference rate) shall be effective without the written agreement of the Collateral Agent or the
Custodian, as applicable, (iii) any amendment of this Agreement that a Lender is advised by its legal or financial advisors
to be necessary or desirable in order to avoid the consolidation of the Borrower with such Lender for accounting purposes may
be effected without the written consent of any other Lender and (iv) the Administrative Agent, the Collateral Manager and the
Borrower shall be permitted to amend any provision of the Transaction Documents (and such amendment shall become effective without
any further action or consent of any other party to any Transaction Document) if the Administrative Agent, the Collateral Manager
and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in
any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove
any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without
the consent of such Lender.


 


Notwithstanding
anything to the contrary herein or in any other Transaction Document, upon the occurrence of a Benchmark Transition Event or an
Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the LIBOR
Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00
p.m. on the fifth (5th) Business Day after the Administrative Agent has delivered such proposed amendment to all Lenders,
the Collateral Agent, the Custodian and the Borrower so long as the Administrative Agent has not received, by such time, written
notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early
Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative
Agent written notice that such Required Lenders accept such amendment. No replacement of the LIBOR Rate with a Benchmark Replacement
pursuant to this Section 12.1 will occur prior to the applicable Benchmark Transition Start Date.


 


In
connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark
Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction
Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further
action or consent of any other party to this Agreement; provided that the Administrative Agent provides prompt written notice
of such amendment to the other parties hereto.


 


The
Administrative Agent will promptly notify the Borrower, the Collateral Manager, the Collateral Agent and the Lenders of (i) any
occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date
and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark
Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 12.1 including any
determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or
date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may
be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required
pursuant to this Section 12.1.


 






    -139-


     


    




 


The
Collateral Agent shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of the
LIBOR Rate (or any other Interest Rate, Base Rate, Federal Funds Rate, Benchmark Replacement, Prime Rate or other applicable rate),
or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition
Event, Eurodollar Disruption Event or any material disruption or other event relating to the LIBOR Rate, (ii) any material disruption
or other event relating to LIBOR, (ii) to select, determine or designate any Interest Rate, Base Rate, Federal Funds Rate, Benchmark
Replacement, Prime Rate or other alternate reference rate, or other successor or replacement rate, or whether any conditions to
the designation of such a rate have been satisfied, or (iii) to select, determine or designate any Applicable Spread, Benchmark
Replacement Adjustment, or any other spread adjustment or other modifier to any Interest Rate, Base Rate, Benchmark Replacement
or other replacement or successor rate or index, or (iv) to determine whether or what amendments or changes (including any Benchmark
Replacement Conforming Changes) are necessary or advisable, if any, in connection with any of the foregoing.


 


The
Collateral Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in
this Agreement or the other Transaction Documents as a result of the unavailability of the LIBOR Rate (or any other Interest Rate,
Base Rate, Federal Funds Rate, Benchmark Replacement, Prime Rate or other applicable rate) and the absence of any Interest Rate,
Base Rate, Benchmark Replacement Rate or other replacement index or floating rate, including as a result of any inability, delay,
error or inaccuracy on the part of any other transaction party, including without limitation the Administrative Agent, in providing
any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required
for the performance of such duties.


 


During
any Benchmark Unavailability Period, all Advances denominated in Dollars shall bear interest at the Base Rate.


 


Each
waiver, amendment and consent made pursuant to this Section 12.1 shall be effective only in the specific instance and for
the specific purpose for which given.


 


Section
12.2 Notices, etc.


 


All
notices, reports and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including
communication by facsimile copy) and mailed, e-mailed, faxed, transmitted or delivered, as to each party hereto, at its address
set forth on Annex A to this Agreement or at such other address as shall be designated by such party in a written
notice to the other parties hereto. For the avoidance of doubt, any notice or communication to Wells Fargo, in its capacity as
the Lender or Administrative Agent shall not constitute notice to the Collateral Agent unless and until such notice has been delivered
to the Collateral Agent pursuant to the terms hereof. All such notices and communications shall be effective (a) upon receipt
when sent through the U.S. mails, 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.


 






    -140-


     


    




 


Section
12.3 Ratable Payments.


 


If
any Secured Party, whether by setoff or otherwise, has payment made to it with respect to any portion of the Obligations owing
to such Secured Party (other than payments received pursuant to Section 10.1) in a greater proportion than that received
by any other Secured Party, such Secured Party agrees, promptly upon demand, to purchase for cash without recourse or warranty
a portion of the Obligations held by the other Secured Parties so that after such purchase each Secured Party will hold its ratable
proportion of the Obligations; provided that if all or any portion of such excess amount is thereafter recovered from such
Secured Party, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.


 


Section
12.4 No Waiver; Remedies.


 


No
failure on the part of the Administrative Agent, the Collateral Agent or other Secured Party to exercise, and no delay in exercising,
any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy
hereunder preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies herein provided
are cumulative and not exclusive of any rights and remedies provided by law.


 


Section
12.5 Binding Effect; Benefit of Agreement.


 


This
Agreement shall be binding upon and inure to the benefit of the Borrower, the Collateral Manager, the Administrative Agent, the
Collateral Agent, the other Secured Parties and their respective successors and permitted assigns. Each Collateral Manager Indemnified
Party and each Indemnified Party shall be an express third-party beneficiary of this Agreement to the extent set forth herein.
Notwithstanding anything to the contrary herein, the Collateral Manager may not assign any of its rights or obligations hereunder
by virtue of any change of control considered an “assignment” within the meaning of Section 202(a)(1) of the Advisers
Act without the prior written consent of the Borrower and the Equityholder.


 


Section
12.6 Term of this Agreement.


 


This
Agreement, including, without limitation, the Borrower’s representations and covenants set forth in Articles IV
and V, and the Collateral Manager’s representations, covenants and duties set forth in Articles IV
and V, creates and constitutes the continuing obligation of the parties hereto in accordance with its terms, and shall
remain in full force and effect until all Commitments have been terminated and the Obligations (other than contingent indemnification
and reimbursement obligations for which no claim giving rise thereto has been asserted) have been paid in full; provided
that the rights and remedies with respect to any breach of any representation and warranty made or deemed made by the Borrower
or the Collateral Manager pursuant to Articles IV and V, the provisions, including, without limitation the
indemnification and payment provisions, of Article X, Section 2.13, Section 12.9, Section 12.10
and Section 12.11, shall be continuing and shall survive (i) any termination of this Agreement and the occurrence
of the Collection Date and (ii) with respect to the rights and remedies of the Lenders under Article X, any sale by the
Lenders of the Obligations hereunder.


 






    -141-


     


    




 


Section
12.7 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
12.8 Consent to Jurisdiction; Waiver of Objection to Venue.


 


Each
of the Collateral Manager, the Borrower, the Equityholder, the Lenders, the Administrative Agent, the Custodian and the Collateral
Agent 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) in
the case of the Borrower or the Collateral Agent, 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 12.8 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.


 






    -142-


     


    




 


Section
12.9 Costs and Expenses.


 


(a) In
addition to (and without duplication of) the rights of indemnification granted to the Indemnified Parties under Article X
hereof and amounts payable pursuant to Section 2.11, the Borrower agrees to pay all reasonable invoiced out-of-pocket
costs and expenses of the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including
periodic auditing, to the extent required to be paid by the Borrower pursuant to this Agreement), renewal, amendment or modification
of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in
connection herewith, including, without limitation, the reasonable invoiced fees and out-of-pocket expenses of counsel for the
Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Collateral Manager, the Collateral
Agent and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to
be delivered hereunder or in connection herewith, and all reasonable invoiced out-of-pocket costs and expenses, if any (including
reasonable outside counsel fees and expenses), incurred by the Secured Parties in connection with the enforcement of this Agreement
by such Person and the other documents to be delivered hereunder or in connection herewith.


 


(b) The
Borrower shall pay on the Payment Date following receipt of a request therefor, all other costs and expenses that have been invoiced
at least two (2) Business Days prior to such Payment Date and incurred by the Administrative Agent and the Secured Parties, in
each case in connection with periodic audits of the Borrower’s books and records.


 


Section
12.10 No Proceedings.


 


(a) Each
of the parties hereto hereby agrees that it will not institute against, or join any other Person in instituting against, the Borrower
or the Equityholder (in any of its roles hereunder or under the other Transaction Documents) any Insolvency Proceeding so long
as there shall not have elapsed one year and one day (or such longer preference period as shall then be in effect) since the date
on which all Commitments were terminated and the Obligations were paid in full (other than contingent indemnification and reimbursement
obligations for which no claim giving rise thereto has been asserted).


 


(b) The
provisions of this paragraph shall survive the termination of this Agreement. The provisions of this Section 12.10 are
a material inducement for the other Secured Parties to enter into this Agreement and the transactions contemplated hereby and
are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach of the provisions of
this Section 12.10 and the Administrative Agent may seek and obtain specific performance of such provisions (including
injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium,
winding up or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws, or any similar
laws.


 






    -143-


     


    




 


Section
12.11 Recourse Against Certain Parties.


 


(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 Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Equityholder
as contained in this 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 the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Equityholder 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 Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Equityholder contained
in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection
herewith are, in each case, solely the corporate or limited liability company obligations of the Administrative Agent, any Secured
Party, the Borrower, the Collateral Manager or the Equityholder, and that no personal liability whatsoever shall attach to or
be incurred by the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Equityholder or any incorporator,
stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, any Secured Party,
the Borrower, the Collateral Manager or the Equityholder under or by reason of any of the obligations, covenants or agreements
of the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Equityholder contained in this Agreement
or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability
of the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Equityholder and each incorporator,
stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, any Secured Party,
the Borrower, the Collateral Manager or the Equityholder, or any of them, for breaches by the Administrative Agent, any Secured
Party, the Borrower, the Collateral Manager or the Equityholder 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; 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 Borrower, the Collateral Manager or the Equityholder 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 the Borrower, the Equityholder, the Collateral Manager or any
other Person against the Administrative Agent, the Collateral Agent and the other 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 act, omission or event occurring in connection therewith; and each of the Borrower, the Equityholder and
the Collateral Manager 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) Notwithstanding
any contrary provision set forth herein, no claim may be made by the Borrower, the Equityholder or any other Person against the
Collateral Manager or its 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 act, omission or event occurring in connection therewith; and the Borrower
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.


 






    -144-


     


    




 


(d) Notwithstanding
any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its 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 act, omission or event occurring in connection therewith; and the Collateral Manager 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.


 


(e) No
obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured
Parties under or as a result of this Agreement and the transactions contemplated hereby.


 


(f) Notwithstanding
any other provision of this Agreement, none of the parties to this Agreement may, prior to the date which is one year (or if longer
the applicable preference period then in effect) plus one day after the Termination Date, institute against, or join any other
Person in instituting against, the Borrower, any bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium or
liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws of any jurisdiction. Nothing
in this Section 12.11(f) shall preclude, or be deemed to estop, the Collateral Agent, the Custodian or any of the other
party to this Agreement (i) from taking any action prior to the expiration of the aforementioned period in (y) any case or proceeding
voluntarily filed or commenced by the Borrower or (z) any involuntary insolvency proceeding filed or commenced by a Person other
than one of the parties to this Agreement, or (ii) from commencing against the Borrower or any of its property any legal action
that is not a bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium, liquidation or similar proceeding.
It is understood that the foregoing provisions of this paragraph (f) shall not (i) prevent recourse to the Collateral in the manner
provided herein for the sums due or to become due under any obligation, instrument or agreement that is part of the Collateral
or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Loans (to the extent that
they evidence debt) or secured by this Agreement until such Collateral has been realized and proceeds distributed in accordance
with the provisions of Section 2.7 and Section 2.8, whereupon any outstanding indebtedness or obligation of the
Borrower shall be extinguished. It is further understood that the foregoing provisions of this paragraph (f) shall not limit the
right of any Person to name the Borrower as a party defendant in any proceeding or in the exercise of any other remedy under this
Agreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if
obtained) enforced against the Borrower.


 


(g) U.S.
Bank (in each of its capacities) agrees to accept and act upon instructions or directions pursuant to this Agreement or any document
executed in connection herewith sent by unsecured email, facsimile transmission or other similar unsecured electronic methods,
provided, however, that any person providing such instructions or directions shall provide to U.S. Bank an incumbency certificate
listing persons designated to provide such instructions or directions, which incumbency certificate shall be amended whenever
a person is added or deleted from the listing. If such person elects to give U.S. Bank email or facsimile instructions (or instructions
by a similar electronic method) and U.S. Bank in its discretion elects to act upon such instructions, U.S. Bank’s reasonable
understanding of such instructions shall be deemed controlling. U.S. Bank shall not be liable for any losses, costs or expenses
arising directly or indirectly from U.S. Bank’s reliance upon and compliance with such instructions notwithstanding such
instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions
or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions
to U.S. Bank, including without limitation the risk of U.S. Bank acting on unauthorized instructions, and the risk of interception
and misuse by third parties and acknowledges and agrees that there may be more secure methods of transmitting such instructions
than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection with its transmission
of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.


 






    -145-


     


    




 


(h) The
provisions of this Section 12.11 shall survive the termination of this Agreement.


 


Section
12.12 Protection of Right, Title and Interest in the Collateral; Further Action Evidencing Advances.


 


(a) The
Borrower shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any
other necessary documents covering the right, title and interest of the Administrative Agent, as agent for the Secured Parties,
and of the Secured Parties to the Collateral to be promptly recorded, registered and filed, and at all times to be kept recorded,
registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right,
title and interest of the Administrative Agent, as agent of the Secured Parties, hereunder to all property comprising the Collateral.
The Collateral Manager shall deliver to the Administrative Agent and the Collateral Agent file-stamped copies of, or filing receipts
for, any document recorded, registered or filed as provided above, as soon as available following such recoding, registration
or filing. The Borrower shall cooperate fully with the Collateral Manager in connection with the obligations set forth above and
will execute any and all documents reasonably required to fulfill the intent of this Section 12.12(a).


 


(b) The
Borrower agrees that from time to time, at its expense, it will promptly authorize, execute and deliver all instruments and documents,
and take all actions, that the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence
the security interest granted in the Collateral, or to enable the Administrative Agent or the Secured Parties to exercise and
enforce their rights and remedies hereunder or with respect to the Collateral.


 


(c) If
the Borrower or the Collateral Manager fails to perform any of its obligations hereunder, the Administrative Agent or any Secured
Party may (but shall not be required to) perform, or cause performance of, such obligation; and the Administrative Agent’s
or such Secured Party’s costs and expenses incurred in connection therewith shall be payable by the Borrower as provided
in Article X. The Borrower irrevocably authorizes the Administrative Agent and appoints the Administrative Agent as
its attorney-in-fact to act on behalf of the Borrower (i) to execute on behalf of the Borrower as debtor and to file financing
statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection
and priority of the interest of the Secured Parties in the Collateral, including those that describe the Collateral as “all
assets,” or words of similar effect, and (ii) to file a carbon, photographic or other reproduction of this Agreement
or any financing statement with respect to the Collateral as a financing statement in such offices as the Administrative Agent
in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of
the Secured Parties in the Collateral. This appointment is coupled with an interest and is irrevocable.


 






    -146-


     


    




 


(d) Without
limiting the generality of the foregoing, the Borrower will, not earlier than six (6) months and not later than three (3) months
prior to the fifth (5th) anniversary of the date of filing of the financing statements referred to in Section 3.1(k)
or any other financing statement filed pursuant to this Agreement or in connection with any Advance hereunder, unless all
Commitments have been terminated and the Obligations have been paid in full (other than contingent indemnification and reimbursement
obligations for which no claim giving rise thereto has been asserted), authorize, execute and deliver and file or cause to be
filed an appropriate continuation statement with respect to each such financing statement and furnish to the Collateral Agent
(with a copy to the Collateral Manager), an Opinion of Counsel stating that, in the opinion of such counsel, as of the date of
such opinion, this Agreement creates in favor of the Collateral Agent a security interest in the Collateral and that such security
interest is perfected and no further action (other than as specified in such opinion) needs to be taken to ensure the continued
effectiveness of such lien over the next year. Such Opinion of Counsel may be subject to customary assumptions, limitations, qualifications
and exceptions.


 


Section
12.13 Confidentiality.


 


(a)
Each of the Administrative Agent, the Secured Parties, the Collateral Agent, the Borrower and the Collateral Manager shall maintain
and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and all information with
respect to the other parties, including all information regarding the business and beneficial ownership of the Borrower and the
Collateral Manager hereto and their respective businesses obtained by it or them in connection with the structuring, negotiating
and execution of the transactions contemplated herein, except that each such party and its officers and employees may (i) disclose
such information to its external accountants, investigators, auditors, attorneys, investors, rating agencies, potential investors
or other agents engaged by such party in connection with any due diligence or comparable activities with respect to the transactions
and Loans contemplated herein and the agents of such Persons (“Excepted Persons”); provided that each
Excepted Person (other than external accountants, auditors, attorneys and other Excepted Persons governed by ethical obligations
and requirements) shall, as a condition to any such disclosure, agree that such information shall be used solely in connection
with such Excepted Person’s evaluation of, or relationship with, the Borrower and shall treat such information as confidential,
(ii) disclose the existence of this Agreement, but not the financial terms thereof, (iii) disclose such information as is
required by Applicable Law, and (iv) disclose this Agreement and such information in any suit, action, proceeding or investigation
(whether in law or in equity or pursuant to arbitration) involving any of the Transaction Documents for the purpose of defending
itself, reducing its liability, or protecting or exercising any of its claims, rights, remedies, or interests under or in connection
with any of the Transaction Documents. It is understood that the financial terms that may not be disclosed except in compliance
with this Section 12.13(a) include, without limitation, all fees and other pricing terms, and all Events of Default,
Collateral Manager Termination Events, and priority of payment provisions.


 






    -147-


     


    




 


(b) Anything
herein to the contrary notwithstanding, each of the Borrower and the Collateral Manager hereby consents to the disclosure of any
nonpublic information with respect to it (i) to the Administrative Agent, the Collateral Manager, the Collateral Agent or
the other Secured Parties by each other, (ii) by the Administrative Agent, the Collateral Agent and the other Secured Parties
to any prospective or actual assignee or participant of any of them provided such Person agrees to hold such information confidential
in accordance with the terms hereof and to use such information solely for the purposes of the transactions contemplated by this
Agreement, or (iii) by the Administrative Agent, and the Secured Parties to S&P or Moody’s, any commercial paper
dealer or provider of a surety, guaranty or credit or liquidity enhancement to any Lender, and to any officers, directors, employees,
outside accountants and attorneys of any of the foregoing, provided each such Person is informed of the confidential nature of
such information and agrees, or is otherwise under a contractual, fiduciary, professional or other similar duties of confidentiality,
to treat such information as confidential. In addition, the Secured Parties, the Administrative Agent, and the Collateral Manager
may disclose any such nonpublic information as required pursuant to any law, rule, regulation, direction, request or order of
any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).


 


(c)
Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and
all information that is or becomes publicly known, other than pursuant to a breach of these confidentiality provisions; (ii) disclosure
of any and all information (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government
agency or regulatory body having or claiming authority to regulate or oversee any aspects of the Administrative Agent’s,
the Secured Parties’, the Collateral Agent’s, the Collateral Manager’s, the Equityholder’s or the Borrower’s
business or that of their affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request
of any court, regulatory authority, arbitrator or arbitration to which the Administrative Agent, the Secured Parties, the Collateral
Agent, the Collateral Manager or the Borrower or an officer, director, employee, shareholder or affiliate of any of the foregoing
is a party, (D) in any preliminary or final offering circular, registration statement or contract or other document approved
in advance by the Borrower or, to the extent information with respect to the Collateral Manager is included therein, the Collateral
Manager, (E) to any affiliate, independent or internal auditor, agent (including any potential sub-or-successor servicer),
employee or attorney of the Collateral Agent, the Custodian or the Collateral Manager having a need to know the same, (F) to any
Person whose consent is required or to whom notice is required to be given in connection with the Borrower’s acquisition
or disposition of any Loan or any assignment thereof, or (G) to any Person when required for USA Patriot Act or other “know
your customer” purposes, provided that the Collateral Agent, the Custodian or the Collateral Manager, as applicable,
advises such recipient of the confidential nature of the information being disclosed; or (iii) any other disclosure authorized
by the Borrower or the Collateral Manager, as applicable.


 






    -148-


     


    




 


(d) Notwithstanding
any other provision of this Agreement, each of the Borrower and the Collateral Manager shall each have the right to keep confidential
from the Administrative Agent, the Collateral Agent, the Custodian and/or the other Secured Parties, for such period of time as
such Person determines is reasonable (i) any information that such Person reasonably believes to be in the nature of trade
secrets and (ii) any other information that such Person or any of their Affiliates, or the officers, employees or directors
of any of the foregoing, is required by law as evidenced by an Opinion of Counsel.


 


(e) Each
of the Administrative Agent, the Secured Parties and the Collateral Agent will keep the information of the Obligors confidential
in the manner required by the applicable Underlying Instruments.


 


Section
12.14 Execution in Counterparts; Severability; Integration.


 


This
Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts (including by
email or other electronic transmission), each of which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same agreement. In case any provision in or obligation under this Agreement shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions
or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
This Agreement, the other Transaction Documents and any agreements or letters (including fee letters) executed in connection herewith
contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof
and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all
prior oral or written understandings.


 


Section
12.15 Waiver of Setoff.


 


Each
of the parties hereto hereby waives any right of setoff it may have or to which it may be entitled under this Agreement from time
to time against any Lender or its assets.


 


Section
12.16 Assignments by the Lenders.


 


(a)
Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably
withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion
thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation
set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation),
and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or
any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or
above from Moody’s or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any
assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event
of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof)
the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a
fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially
in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants
that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 1940 Act. The parties to any such assignment
or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and
records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant
any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or
duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything
contained in this Agreement to the contrary, Wells Fargo shall not need prior consent of the Borrower to consolidate with or merge
into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance
(or portion thereof), to any Person.


 






    -149-


     


    




 


(b) The
Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement
and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments
of, and principal amounts (and stated interest) of the Obligations owing to, each Lender pursuant to the terms hereof from time
to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error), and the
Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available
for inspection by Borrower, the Collateral Manager, the Collateral Agent and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.


 


(c) The
Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12
and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section
2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating
Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant
shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation,
than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater
payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or
increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating
Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not
having the force of law), in each case that occurs after the participant acquired the applicable participation.


 


(d) Each
Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which
it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s
interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation
to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating
to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to
establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The
entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name
is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall
have no responsibility for maintaining a Participant Register.


 






    -150-


     


    




 


(e) Notwithstanding
the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign
all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s
trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder).


 


(f) Wells
Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is
required to sell any or all of its Commitments by Applicable Law or any regulatory authority.


 


Section
12.17 Heading and Exhibits.


 


The
headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision
hereof. The schedules and exhibits attached hereto and referred to herein shall constitute a part of this Agreement and are incorporated
into this Agreement for all purposes.


 


Section
12.18 Recognition of the U.S. Special Resolution Regimes.


 


To
the extent that this Agreement and/or any other Transaction Document constitutes a QFC, the Borrower agrees with each Secured
Party as of the Closing Date as follows:


 


(a) In
the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement
and/or such other Transaction Document, and any interest and obligation in or under this Agreement and/or such other Transaction
Document from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if this Agreement and/or such other the Transaction Document, and any such interest and obligation, were governed
by the laws of the United States or a state of the United States.


 


(b) In
the event that a Covered Party or a BHC Act Affiliate of such Covered Party becomes subject to a proceeding under a U.S. Special
Resolution Regime, Default Rights under this Agreement and/or such other Transaction Document that may be exercised against such
Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime if this Agreement and/or such other Transaction Document were governed by the laws of the United States or a
state of the United States.


 






    -151-


     


    




 


Section
12.19 Electronic Signatures.


 


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 E-SIGN, ESRA, or any other similar state laws based
on the Uniform Electronic Transactions Act. Any electronically signed document delivered via email from a person purporting to
be a Responsible Officer shall be considered signed or executed by such Responsible Officer on such party’s behalf. The
parties hereto also hereby acknowledge and agree that the Collateral Agent, the Custodian and the Securities Intermediary shall
have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled
to reasonably rely on any such electronic signature without any liability with respect thereto.


 


Section
12.20 Intent of the Parties.


 


It
is the intent and understanding of each party hereto that the Advances are loans from the Lenders to the Borrower and
do not constitute a “security” within the meaning of Section 8-102(15) of the UCC.


 


Section
12.21 Cooperation with Collateral Agent and Collateral Manager.


 


The
Administrative Agent and each of the Lenders agree to provide to the Collateral Agent or to the Collateral Manager, as applicable,
such information that the Collateral Agent or the Collateral Manager may reasonably request from time to time in connection with
the preparation and delivery of any reports required pursuant to this Agreement or in connection with the performance of their
other duties under this Agreement or any other Transaction Document; provided that the Administrative Agent and each Lender
shall not be required to assume any undue burden or incur any undue expense in connection with this Section 12.21.


 


ARTICLE
XIII



THE CUSTODIAN


 


Section
13.1 Designation of Custodian.


 


The
role of Custodian with respect to the Required Loan Documents shall be conducted by the Person designated as Custodian hereunder
from time to time in accordance with this Section 13.1. U.S. Bank National Association is hereby appointed as, and hereby
accepts such appointment and agrees to perform the duties and obligations of, Custodian pursuant to the terms hereof.


 


Section
13.2 Duties of the Custodian.


 


(a) Appointment.
Each of the Borrower and the Administrative Agent hereby designate and appoint the Custodian to act as its agent and hereby authorize
the Custodian to take such actions on its behalf and to perform such duties as are expressly stated to be performed by the Custodian
by this Agreement, including to accept and to hold the Required Loan Documents as provided herein, subject to the provisions hereof.
The Custodian hereby accepts such appointment and agrees to perform the duties and obligations of the Custodian pursuant to the
terms hereof.


 






    -152-


     


    




 


(b) Duties.
Until its removal pursuant to Section 13.9, the Custodian shall perform, on behalf of the Administrative Agent and the
Secured Parties, the following duties and obligations:


 


(i) The
Custodian shall take and retain custody of the Required Loan Documents delivered by the Borrower pursuant to and in accordance
with the terms and conditions of this Agreement, all for the benefit of the Secured Parties. With respect to each delivery of
Required Loan Documents, the Borrower shall provide or cause to be provided a related Loan Checklist to the Custodian with respect
to such Required Loan Documents that are being delivered.


 


(ii) Within
five (5) Business Days of its receipt of any Required Loan Documents and the related Loan Checklist, the Custodian shall review
the Required Loan Documents delivered to it (as identified on the related Loan Checklist) to confirm that (A) the Obligor name
matches the Obligor name identified on the Loan Checklist, (B) such Required Loan Documents have been executed by each party thereto
and appear to have no missing or mutilated pages, (C) each item listed in the Loan Checklist has been provided to the Custodian
and (D) the related Outstanding Balance (based on a comparison to the note or assignment agreement, as applicable) matches the
Outstanding Balance listed on the related Loan Checklist (such items (A) through (D) collectively, the “Review Criteria”).
In order to facilitate the foregoing review by the Custodian, in connection with each delivery of Required Loan Documents hereunder
to the Custodian, the Collateral Manager shall provide to the Custodian an electronic copy (in EXCEL or a comparable format acceptable
to the Custodian, as applicable) of the related Loan Checklist that contains a list of the Loans, all related Required Loan Documents
and whether they require original signatures, the Loan identification number, the Outstanding Balance of such Loan and the name
of the Obligor with respect to each related Loan identified on such schedule. Notwithstanding anything herein to the contrary,
the Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents
based on the information provided on the Loan Checklist. At the conclusion of such review, the Custodian shall provide the Collateral
Manager, the Administrative Agent and the Borrower (with a copy to the Collateral Agent) a report in the form attached hereto
as Exhibit L identifying each Loan for which it holds Required Loan Documents and the variances to the Review Criteria
(the “Custodian Report”), which shall include (i) any discrepancies related to the Outstanding Balance of the
Loans with respect to which it has received Required Loan Documents and the Outstanding Balance provided in the electronic file
of the Loan Checklist, and (ii) any Review Criteria that is not satisfied. The Collateral Manager shall have twenty (20) Business
Days after delivery of a Custodian Report to correct any non-compliance with any Review Criteria. If after the conclusion of such
time period the Collateral Manager has still not cured any noncompliance by a Loan with any Review Criteria, the Custodian shall
promptly notify the Collateral Manager, the Borrower and the Administrative Agent of such continued non-compliance and such Loan
shall cease to be an Eligible Loan until such non-compliance is cured. In addition, if requested in writing in the form of Exhibit
L by the Collateral Manager and approved by the Administrative Agent within ten (10) Business Days of the Custodian’s
delivery of such report, the Custodian shall return the Required Loan Documents for any Loan which fails to satisfy any Review
Criteria to the Borrower. Other than the foregoing, the Custodian shall not have any responsibility for reviewing any Underlying
Instruments or Required Loan Documents.


 






    -153-


     


    




 


(iii) In
taking and retaining custody of the Required Loan Documents, the Custodian shall be deemed to be acting as the agent of the Administrative
Agent and the Lenders; provided that the Custodian makes no representations as to the existence, perfection or priority
of any Lien on the Required Loan Documents or the instruments therein; and provided further that the Custodian’s
duties as agent shall be limited to those expressly contemplated herein and no implied duties, obligations or responsibilities
shall be read into this Agreement against, or on the part of, the Custodian.











 


(iv) All
Required Loan Documents that are originals shall be kept in fire resistant vaults, rooms or cabinets at the offices of the Custodian
set forth in Section 5.5(c), or at such other office as shall be specified to the Administrative Agent and the Collateral
Manager by the Custodian in a written notice delivered at least 30 days prior to such change. All Required Loan Documents shall
be placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access.
The Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required
Loan Documents with any other files of the Custodian.


 


(v) On
each Reporting Date, the Custodian shall provide a written report to the Administrative Agent and the Collateral Manager (in a
form mutually agreeable to the Administrative Agent and the Custodian) identifying each Loan for which it holds Required Loan
Documents and any Review Criteria that each such Loan fails to satisfy. The Collateral Manager shall have twenty (20) Business
Days after receiving written notice thereof to correct any non-compliance with any Review Criteria. To the extent such non-compliance
has not been cured within such time period, such Loan shall cease to be an Eligible Loan until such non-compliance is cured.


 


(vi) The
Custodian agrees, subject to Section 13.2(a)(vii), to cooperate with the Administrative Agent and deliver any Required
Loan Documents to the Administrative Agent as requested in order to take any action that the Administrative Agent deems necessary
or desirable in order for the Administrative Agent to exercise or enforce any of the rights of a Secured Party hereunder. In the
event the Custodian receives instructions from the Collateral Manager or the Borrower which conflict with any instructions received
by the Administrative Agent, the Custodian shall rely on and follow the instructions given by the Administrative Agent.


 






    -154-


     


    




 


(vii) The
Administrative Agent may direct the Custodian to take reasonable actions which are incidental to the actions specifically delegated
to the Custodian hereunder; provided that the Custodian shall not be required to take any such incidental action hereunder, but
shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the
direction of the Administrative Agent; provided that the Custodian shall not be required to take any action hereunder at the request
of the Administrative Agent, any Secured Parties or otherwise if the taking of such action, in the reasonable determination of
the Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose
the Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory
with respect thereto).


 


(viii) The
Custodian may conclusively rely on and shall be fully protected in acting upon any certificate (including any Officer’s
Certificate of the Collateral Manager or the Borrower), instrument, opinion, notice, letter, facsimile, electronic communication
or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the
proper party or parties. The Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written
instructions of any designated officer of the Administrative Agent or (to the extent applicable) the Collateral Manager or (b) the
verbal instructions of the Administrative Agent or (to the extent applicable) the Collateral Manager.


 


(ix) The
Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any
Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Custodian, or the Administrative
Agent. The Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless
a Responsible Officer of the Custodian has knowledge of such matter or written notice thereof is received by the Custodian.


 


(c) Location
of Underlying Instruments. Subject to Section 13.4, the Underlying Instruments shall remain at all times in the
possession of the Custodian at the address set forth on Annex A hereto, unless notice of a different address is given in
accordance with the terms hereof or unless the Administrative Agent agrees to allow certain Underlying Instruments to be released
to the Collateral Manager on a temporary basis in accordance with the terms hereof, except as such Underlying Instruments may
be released pursuant to this Agreement.


 


Section
13.3 Concerning the Custodian.


 


(a) The
acceptance by the Custodian of its appointment hereunder is expressly subject to the following terms, which shall govern and apply
to each of the terms and provisions of this Section 13 (whether or not so stated therein or herein):


 


(i) The
Custodian shall have no duties, obligations or responsibilities under this Section 13 or with respect to the Required Loan
Documents except for such duties, obligations or responsibilities as are expressly and specifically set forth in this Section
13 as duties obligations or responsibilities on its part to be performed, and the duties obligations and responsibilities
of the Custodian shall be determined solely by the express provisions of this Section 13. No implied duties, obligations
or responsibilities shall be read into this Agreement against, or on the part of, the Custodian. Any permissive right of the Custodian
to take any action hereunder shall not be construed as a duty.


 






    -155-


     


    




 


(ii) The
Custodian makes no representations as to and shall not be responsible for or required to verify (x) the validity, legality, enforceability,
due authorization, effectiveness, recordability, insurability, sufficiency, value, form, substance, or genuineness of any of the
documents contained in any Required Loan Document or (y) the collectability, validity, transferability, insurability, value, effectiveness,
perfection, priority or suitability of any Required Loan Document or any document contained therein.


 


(iii) The
Custodian shall have no responsibilities or duties with respect to any Required Loan Document while such Required Loan Document
is not in its possession.


 


(iv) The
Custodian may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, statement,
certificate, request, waiver, consent, opinion, report, receipt or other paper or document furnished to it in accordance with
this Section 13, not only as to its due execution and validity, but also as to the truth and accuracy of any information
therein contained, which it in good faith believes to be genuine and signed or presented by the proper person (which in the case
of any instruction from or on behalf of the Borrower shall be an Authorized Person). The Custodian shall be entitled to reasonably
presume the genuineness and due authority of any signature appearing thereon. The Custodian shall not be bound to make any independent
investigation into the facts or matters stated in any such notice, instruction, statement, certificate, request, waiver, consent,
opinion, report, electronic communication, receipt or other paper or document, provided, however, that if the form thereof is
specifically prescribed by the terms of this Section 13, the Custodian shall examine the same to determine whether it substantially
conforms on its face to the requirements set forth herein.


 


(v) Neither
the Custodian nor any of its directors, officers or employees shall be liable to anyone for any error of judgment, or for any
act done or step taken or omitted to be taken by it (or any of its directors, officers of employees), or for any mistake of fact
or law, or for anything which it may do or refrain from doing in connection herewith, unless such action constitutes gross negligence
or willful misconduct of the Custodian.


 


(vi) The
Custodian shall not be liable for any action taken by it in good faith and reasonably believed by it to be within powers conferred
upon it, or taken by it pursuant to any direction or instruction received by it in accordance with this Section 13, or
omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action.


 


(vii) The
Custodian may consult with, and obtain advice from, legal counsel selected in good faith, with respect to any question as to any
of the provisions hereof or its duties hereunder, or any matter relating hereto, and the opinion or advice of such counsel shall
be full and complete authorization and protection in respect of any action taken, suffered, or omitted by the Custodian in good
faith in accordance with the advice or opinion of such counsel. The reasonable costs and expenses of such advice or opinion shall
be reimbursed by the Borrower pursuant to Section 12 hereof.


 






    -156-


     


    




 


(viii) No
provision of this Agreement shall require the Custodian to expend or risk its own funds, take any action hereunder (or omit to
take any action) or otherwise incur any financial liability in the performance of its duties under this Section 13 if it
shall have grounds for believing that repayment of such funds or indemnity satisfactory is not assured to it.


 


(ix) The
Custodian may act or exercise its duties or powers hereunder through agents or attorneys, and the Custodian shall not be liable
or responsible for the actions or omissions of any such agent or attorney appointed and maintained with due care.


 


(x) If
the Custodian shall request instructions from the Borrower with respect to any act, action or failure to act in connection with
this Agreement, the Custodian shall be entitled to refrain from taking such action and continue to refrain from acting unless
and until the Custodian shall have received written instructions from the Borrower without incurring any liability therefor to
the Borrower, or any other Person.


 


(xi) In
no event shall the Custodian or its directors, affiliates, officers, agents and employees be held liable for any lost profits
or exemplary, punitive, special, indirect or consequential damages of any kind resulting from any action taken or omitted to be
taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages.


 


(xii) The
Custodian shall not be deemed to have notice of any fact, claim or demand with respect hereto unless a Responsible Officer of
the Custodian has actual knowledge thereof or written notice thereof. Any other provision of this Agreement to the contrary notwithstanding,
the Custodian shall have no notice of and shall not be bound by any of the terms and conditions of any other document or agreement
unless the Custodian is a signatory party to that document or agreement.


 


(xiii) Nothing
in this Section 13 shall be deemed to impose on the Custodian any duty to qualify to do business in any jurisdiction, other
than (x) any jurisdiction where any Required Loan Document is or may be held by the Custodian from time to time hereunder, and
(y) any jurisdiction where its ownership of property or conduct of business requires such qualification and where failure to qualify
could have a material adverse effect on the Custodian or its property or business or on the ability of the Custodian to perform
its duties hereunder.


 


(xiv) The
Custodian shall have only the duties and responsibilities with respect to the matters set forth herein as is expressly set forth
in writing herein and shall not be deemed to be an agent, bailee or fiduciary for any party hereto. The Custodian shall be fully
protected in acting or refraining from acting in good faith without investigation on any notice, instruction or request purportedly
furnished to it by the Borrower in accordance with the terms hereof, in which case the parties hereto agree that the Custodian
has no duty to make any further inquiry whatsoever. It is hereby acknowledged and agreed that the Custodian has no knowledge of
(and is not required to know) the terms and provisions of any loan agreements or any other related documentation to which the
Lender may be a party or whether any actions by the, the Borrower or any other person or entity are permitted or a breach thereunder
or consistent or inconsistent therewith.


 






    -157-


     


    




 


(xv) The
provisions of this Section 13.3 shall survive the termination of this Agreement and the resignation or removal of the Custodian.


 


(xvi) The
Custodian hereby represents and warrants to the Borrower that it is qualified to act as a custodian pursuant to Sections 17(f)
and 26(a)(1) of the 1940 Act.


 


Section
13.4 Release of Documents.


 


(a) Release
for Servicing. From time to time and as appropriate for the enforcement or servicing of any of the Collateral, the Custodian
is hereby authorized (unless and until such authorization is revoked by the Administrative Agent), upon written receipt from the
Collateral Manager of a request for release of documents and receipt in the form annexed hereto as Exhibit E, to release
to the Collateral Manager the related Required Loan Documents or the documents set forth in such request and receipt to the Collateral
Manager. All documents so released to the Collateral Manager shall be held by the Collateral Manager in trust for the Custodian
for the benefit of the Secured Parties in accordance with the terms of this Agreement. The Collateral Manager shall return to
the Custodian the Required Loan Documents or other such documents (i) immediately upon the request of the Administrative
Agent, or (ii) when the Collateral Manager’s need therefor in connection with such foreclosure or servicing no longer
exists, unless the Loan shall be liquidated, in which case, upon receipt of an additional request for release of documents and
receipt certifying such liquidation from the Collateral Manager to the Custodian in the form annexed hereto as Exhibit E,
the Collateral Manager’s request and receipt submitted pursuant to the first sentence of this subsection shall be released
by the Custodian to the Collateral Manager.


 


(b) Release
for Payment. Upon receipt by the Custodian of the Collateral Manager’s request for release of documents and receipt
in the form annexed hereto as Exhibit E (which request for release shall include a statement to the effect that all
amounts received in connection with such payment or purchase have been credited to the Collection Account as provided in this
Agreement), the Custodian shall promptly release the related Required Loan Documents to the Collateral Manager.


 


Section
13.5 Return of Required Loan Documents.


 


The
Borrower may, with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), require
that the Custodian return each Required Loan Document (as applicable), respectively (a) delivered to the Custodian in error,
(b) as to which the lien on the Underlying Asset has been so released pursuant to Section 8.2, (c) that
has been the subject of a Discretionary Sale, Substitution or Optional Sale pursuant to Section 2.14 or (d) that
is required to be redelivered to the Borrower in connection with the termination of this Agreement, in each case by submitting
to the Custodian and the Administrative Agent a written request in the form of Exhibit E hereto (signed by both the
Borrower and the Administrative Agent) specifying the Collateral to be so returned and reciting that the conditions to such release
have been met (and specifying the Section or Sections of this Agreement being relied upon for such release). The Custodian
shall upon its receipt of each such request for return executed by the Borrower and the Administrative Agent promptly, but in
any event within five (5) Business Days, return the Underlying Instruments so requested to the Borrower.


 






    -158-


     


    




 


Section
13.6 Access to Certain Documentation and Information Regarding the Collateral; Audits.


 


(a) The
Custodian shall provide to the Administrative Agent access to the Underlying Instruments and all other documentation in the possession
of the Custodian regarding the Collateral including in such cases where the Administrative Agent may direct the Custodian in connection
with the enforcement of the rights or interests of the Custodian hereunder, or by applicable statutes or regulations, to review
such documentation, such access being afforded without charge but only (i) upon five (5) Business Days’ prior written
request, (ii) during normal business hours and (iii) subject to the Custodian’s normal security and confidentiality
procedures. Periodically, at the discretion of the Administrative Agent, the Administrative Agent may review the Collateral Manager’s
collection and administration of the Collateral in order to assess compliance by the Collateral Manager with Article VI
and may conduct an audit of the Collateral, and Required Loan Documents in conjunction with such a review. Such review shall
be reasonable in scope and shall be completed in a reasonable period of time.


 


(b) Without
limiting the foregoing provisions of Section 13.6(a), from time to time on request of the Administrative Agent, the Custodian
shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct review
of the Underlying Instruments and all other documentation regarding the Collateral. Up to two (2) such reviews per each twelve
month rolling period at a cost of $100,000 per fiscal year shall be at the expense of the Borrower and additional reviews in a
fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence of an Event of Default, any
such reviews, regardless of frequency or expense, shall be at the expense of the Borrower.


 


Section
13.7 Merger or Consolidation.


 


Any
Person into which the Custodian may be merged or converted or with which it may be consolidated, or any person resulting from
any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any Person that may succeed to the
properties and assets of the Custodian substantially as a whole, shall be the successor to the Custodian under the Transaction
Documents (and shall be deemed to have expressly assumed all obligations of the Custodian under the Transaction Documents) without
further act of any of the parties to this Agreement; provided that such Person shall be otherwise qualified and eligible to act
in such capacity under the Transaction Documents.


 






    -159-


     


    




 


Section
13.8 Custodian Compensation.


 


As
compensation for its Custodian activities hereunder, the Custodian shall be entitled to a Custodian Fee pursuant to the provision
of Section 2.7(a)(1), Section 2.7(b)(1) or Section 2.8(1), as applicable. The Custodian’s entitlement
to receive the Custodian Fee shall cease on the earlier to occur of: (i) its removal as Custodian and appointment of a successor
custodian pursuant to Section 13.9 and the Custodian has ceased to hold any Required Loan Documents or (ii) the termination
of this Agreement; provided, however, that the Custodian shall be entitled to receive any accrued and unpaid Custodian Fees due
and owing to it at the time of such removal or termination.


 


Section
13.9 Custodian Removal.


 


The
Custodian may be removed, with or without cause, by the Administrative Agent upon at least sixty (60) days’ notice given
in writing to the Custodian and the Lenders (the “Custodian Termination Notice”); provided that notwithstanding
its receipt of a Custodian Termination Notice, the Custodian shall continue to act in such capacity until a successor Custodian
has been appointed in accordance with the requirements of Sections 5.5(d) and 13.10, and has received all Underlying
Instruments held by the previous Custodian. In the case of a resignation or removal of the Custodian, if no successor shall have
been appointed and an instrument of acceptance by a successor shall not have been delivered to the Custodian within 90 days after
the giving of such notice of resignation or removal, the Custodian may petition any court of competent jurisdiction for the appointment
of a successor Custodian.


 


Section
13.10 Resignation.


 


The
Custodian shall not resign from the obligations and duties hereby imposed on it except upon (a) sixty (60) days’ prior written
notice to the Borrower, Collateral Manager, Administrative Agent and each Lender, or (b) the Custodian’s determination that
(i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action
that the Custodian could take to make the performance of its duties hereunder permissible under Applicable Law. No such resignation
shall become effective until a successor Custodian shall have assumed the responsibilities and obligations of the Custodian hereunder
provided that, any successor Custodian shall (y) satisfy all requirements of Section 5.5(d) and (z) be acceptable to the Administrative
Agent, the Collateral Manager (if no Collateral Manager Termination Event has occurred) and the Borrower (if no Default or Event
of Default has occurred and is continuing) in their respective sole discretion. The Custodian’s sole responsibility after
the termination of its obligations as aforesaid shall be to safely maintain all of the Required Loan Documents and to deliver
the same to a successor Custodian; provided that if no such successor is appointed within 90 days after the delivery of written
notice of the Custodian’s resignation, the Custodian may (i) petition any court of competent jurisdiction for the appointment
of a successor Custodian or (ii) deliver all Required Loan Documents to the Borrower. The Custodian shall not be responsible for
the fees and expenses of any successor Custodian. Upon delivery of the Required Loan Documents to any successor Custodian or to
the Borrower as provided in this paragraph, all duties and obligations of the Custodian shall cease and terminate. The payment
of all costs and expenses relating to the transfer of the Required Loan Documents (including any shipping costs) upon termination
shall be the sole responsibility of the Borrower.











 


Section
13.11 Limitations on Liability.


 


Each
of the rights, protections, reliances, indemnities and immunities offered to the Collateral Agent in Article VII shall
be afforded to the Custodian and its respective directors, officers, employees, agents, designees, successors and assigns.


 


Section
13.12 Custodian as Agent of Collateral Agent.


 


The
Custodian agrees that, with respect to any Required Loan Documents at any time or times in its possession or held in its name,
the Custodian shall be the agent and custodian of the Collateral Agent, for the benefit of the Secured Parties, for purposes of
perfecting (to the extent not otherwise perfected) the Collateral Agent’s security interest in the Collateral and for the
purpose of ensuring that such security interest is entitled to first priority status under the UCC. For so long as the Custodian
is the same entity as the Collateral Agent, the Custodian shall be entitled to the same rights and protections afforded to the
Collateral Agent hereunder. At the request of the request of the Collateral Agent, the Custodian will release any Required Loan
Documents to the Collateral Agent as the Collateral Agent or the Administrative Agent may deem necessary or desirable in order
to exercise or enforce any of its rights on behalf of the Secured Parties hereunder.


 


[Signature
pages to follow.]




    -160-


     


    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.


 





	 	BORROWER:
	 	 
	 	Palmer Square BDC Funding II LLC
	 	 	 
	 	By:	/s/ Scott A. Betz
	 	Name: 	Scott A. Betz              
	 	Title: 	CCO
	 	 	 
	 	COLLATERAL MANAGER:
	 	 	 
	 	PALMER SQUARE CAPITAL BDC INC.
	 	 	 
	 	By:	/s/ Scott A. Betz  
	 	Name:   	Scott A. Betz
	 	Title: 	CCO
	 	 	 
	 	EQUITYHOLDER:
	 	 	 
	 	Palmer Square Capital BDC Inc.
	 	 	 
	 	By:	/s/ Scott A. Betz  
	 	Name: 	Scott A. Betz
	 	Title: 	CCO



 


Signature Page to LSA






     


     


    




 


	 	THE ADMINISTRATIVE AGENT:
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent
	 	 	 
	 	By:	/s/ Louis Allan Schmitt 
	 	 	Name:   	Louis Allan Schmitt
	 	 	Title: 	Managing Director
	 	 	 
	 	LENDER:
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Louis Allan Schmitt 
	 	 	Name: 	Louis Allan Schmitt
	 	 	Title: 	Managing Director
	 	 	 
	 	THE COLLATERAL AGENT:
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Collateral Agent
	 	 	 
	 	By:	/s/ Jon C. Warn 
	 	 	Name: 	Jon C. Warn
	 	 	Title: 	Vice President



 


Signature Page to LSA






     


     


    

 


	 	THE CUSTODIAN:
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Custodian
	 	 	 
	 	By:	/s/ Kenneth Brandt
	 	 	Name:   	Kenneth Brandt
	 	 	Title:	Vice President



 


Signature Page to LSA






     


     


    

 


Annex
A


 


PALMER
SQUARE BDC FUNDING II LLC


as
Borrower





1900
Shawnee Mission Parkway


Suite
315


Mission
Woods, KS 66205


Attention:
Operations


Phone:
816-994-3200


Fax:
913-647-9733


Email:
operations@palmersquarecap.com


 


Palmer
Square Capital BDC Inc.


as
Equityholder





1900
Shawnee Mission Parkway


Suite
315


Mission
Woods, KS 66205


Attention:
Operations


Phone:
816-994-3200


Fax:
913-647-9733


Email:
operations@palmersquarecap.com


 


PALMER
SQUARE CAPITAL BDC INC.


as
Collateral Manager


 


1900
Shawnee Mission Parkway


Suite
315


Mission
Woods, KS 66205


Attention:
Operations


Phone:
816-994-3200


Fax:
913-647-9733


Email:
operations@palmersquarecap.com


 


Annex A to LSA


 




     


     


    

 


Annex
A (Continued)


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION

as Administrative Agent and a Lender

Duke Energy Center

550 S. Tryon Street

Charlotte, NC 28202

Attention: Corporate Debt Finance

Facsimile: (704) 410-0223

Confirmation: (704) 410-2431

All electronic dissemination of notices should be sent to scp.mmloans@wellsfargo.com


 


U.S.
BANK NATIONAL ASSOCIATION,

as Collateral Agent


For
notices:


 


U.S.
Bank National Association


190
S. LaSalle Street


Chicago,
Illinois 60603

Attention: Global Corporate Trust/Emily Schock


Reference:
Palmer Square BDC Funding II LLC

Phone: (312) 332-7097


All
electronic dissemination of Notices should be sent to emily.schock@usbank.com with a copy to PalmerSquareCapitalBDCInc@usbank.com


 


For
purposes of holding Instruments in physical form and any Certificated Securities:


 


U.S.
Bank National Association


1555
N. River Center Dr. Suite 302


Milwaukee,
Wisconsin 53212


Attention:
Global Corporate Trust


Reference:
Palmer Square BDC Funding II LLC


 


U.S.
BANK NATIONAL ASSOCIATION,

as Custodian 


1719
Otis Way


Mail
Code: Ex SC FLOR


Florence,
South Carolina 29501


Attention:
Document Custody Services


Reference:
Palmer Square BDC Funding II LLC


All
electronic dissemination of Notices should be sent to steven.garrett@usbank.com



 


 


 


Annex A to LSA 




     


     


    

 


Annex
B


 


	Lender	 	Commitment	 
	Wells Fargo Bank, National Association	 	$	150,000,000	 



 


 


 


 


 


Annex B to LSA