Exhibit 10.1


 


EXECUTION VERSION


 


AMENDMENT NO. 3 TO LOAN AND
SECURITY AGREEMENT, (this “Amendment”) dated as of October 28, 2021 (the “Amendment Date”),
among NEW MOUNTAIN GUARDIAN III SPV, L.L.C., a Delaware limited liability company (the “Borrower”), NEW MOUNTAIN GUARDIAN
III BDC, L.L.C., a Delaware limited liability company (the “Collateral Manager”), NEW MOUNTAIN GUARDIAN III BDC, L.L.C.,
a Delaware limited liability company (the “Equityholder”) and (the “Seller”) and WELLS FARGO BANK,
NATIONAL ASSOCIATION, as the administrative agent (the “Administrative Agent”) and as a lender (the “Lender”).


 


WHEREAS, the Borrower, the
Collateral Manager, the Equityholder, the Seller, the Administrative Agent, the Lender, the other lenders party from time to time thereto
and Wells Fargo Bank, National Association, as collateral custodian, are parties to the Loan and Security Agreement, dated as of August 30,
2019 (as may be amended from time to time prior to the date hereof, the “LSA”), providing, among other things, for
the making and the administration of the Advances by the lenders to the Borrower; and


 


WHEREAS, the Borrower, the
Collateral Manager, the Equityholder, the Administrative Agent and the Lender desire to amend the LSA in accordance with Section 12.1
thereof and subject to the terms and conditions set forth herein.


 


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


 


ARTICLE I


 


Definitions


 


SECTION 1.1.         Defined
Terms. Terms used but not defined herein have the respective meanings given to such terms in the LSA.


 


ARTICLE II


 


Amendments


 


SECTION 2.1.         As
of the date of this Amendment, the Loan and Security Agreement is hereby amended to delete the stricken text (indicated textually in the
same manner as the following example: stricken text) and to add the bold and double-underlined
text (indicated textually in the same manner as the following example: bold
and double-underlined text) as set forth on the pages of the LSA attached as Appendix A hereto.


 






     


     


    

 


ARTICLE III


 


Representations and Warranties


 


SECTION 3.1.         The
Borrower and the Collateral Manager hereby represent and warrant to the Administrative Agent and the Lender that, as of the date first
written above, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties
of the Borrower and the Collateral Manager contained in the LSA are true and correct in all material respects on and as of such day (other
than any representation and warranty that is made as of a specific date).


 


ARTICLE IV


 


Conditions Precedent


 


SECTION 4.1.         This
Amendment shall become effective as of the date first written above so long as the following conditions are satisfied:


 


		i.	the execution and delivery of this Amendment
                                            by each party hereto;



 


		ii.	the Administrative Agent’s receipt
                                            of a legal opinion of Schulte Roth & Zabel LLP counsel to the Borrower in form and
                                            substance reasonably satisfactory to the Administrative Agent covering such matters as the
                                            Administrative Agent may reasonably request;



 


		iii.	the Administrative Agent’s receipt
                                            of a good standing certificate of the Borrower and the Collateral Manager issued by Secretary
                                            of State of the State of Delaware and a certified copy of the resolutions of the board of
                                            directors of the Collateral Manager approving this Amendment and the transactions contemplated
                                            hereby, certified by an authorized officer (or similar) of the Equityholder; and



 


		iv.	the Borrower shall have paid to the
                                            Administrative Agent, in immediately available funds for its own account, any fees (including
                                            reasonable and documented fees, disbursements and other charges of counsel to the Administrative
                                            Agent) to be received on the date hereof.



 


ARTICLE V


 


Miscellaneous


 


SECTION 5.1.         Governing
Law. THIS AMENDMENT 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.


 






    2 


     


    

 


SECTION 5.2.         Severability
Clause In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION 5.3.         Ratification
Except as expressly amended hereby, the LSA is in all respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Amendment shall form a part of the LSA for all purposes.


 


SECTION 5.4.         Counterparts
The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute one and the
same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective
as delivery of a manually executed counterpart hereof. This Amendment shall be valid, binding, and enforceable against a ‎party
when executed and delivered by ‎an authorized individual on behalf of the party by means of ‎‎(i) an original
manual signature; (ii) a faxed, ‎scanned, or photocopied manual signature, or (iii) any ‎other electronic
signature permitted by the federal ‎Electronic Signatures in Global and National ‎Commerce Act, state enactments of the
Uniform Electronic ‎Transactions Act, and/or any other ‎relevant electronic signatures law, including any relevant
provisions of ‎the UCC ‎ (collectively, ‎‎“Signature Law”), in each case to the extent ‎applicable.
Each faxed, scanned, or photocopied ‎manual signature, or other electronic signature, shall for ‎all purposes have the same
validity, legal ‎effect, and admissibility in evidence as an original manual ‎signature. Each party hereto shall be
 ‎entitled to conclusively rely upon, and shall have no liability with ‎respect to, any faxed, scanned, or ‎photocopied
manual signature, or other electronic signature, of any ‎other party and shall have no ‎duty to investigate, confirm or
otherwise verify the validity or authenticity ‎thereof. ‎For the avoidance of ‎doubt, original manual signatures shall
be used for execution or indorsement of ‎writings when ‎required under the UCC or other Signature Law due to the character
or intended character ‎of the ‎writings.‎


 


SECTION 5.5.         Headings
The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter
or affect the meaning or interpretation of any provisions hereof.


 






    3 


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed as of the date first written above.


 


	 	NEW MOUNTAIN GUARDIAN III SPV, L.L.C., as the Borrower
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 
	 	NEW MOUNTAIN GUARDIAN III BDC, L.L.C., as Collateral Manager
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 
	 	NEW MOUNTAIN GUARDIAN III BDC, L.L.C., as the Equityholder and as the Seller
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:



 


[Signature Page to Amendment No. 3 to Loan and Security Agreement (Guardian III)]


 






     


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Collateral Custodian
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: 



 


[Signature Page to Amendment No. 3 to Loan and Security Agreement (Guardian III)]


 






     


     


    

 


APPENDIX A


 






     


     


    

 




EXECUTION VERSION


Conformed through Third Amendment dated as of
October 28, 2021


 


 


Up To U.S. $600,000,000


 


LOAN AND SECURITY AGREEMENT


 


by and among


 


NEW
MOUNTAIN GUARDIAN III BDC, L.L.C.,

as the Collateral Manager


 


NEW
MOUNTAIN GUARDIAN III SPV, L.L.C.,

as the Borrower


 


NEW
MOUNTAIN GUARDIAN III BDC, L.L.C.,

as the Equityholder and as the Seller


 


EACH
OF THE LENDERS FROM TIME TO TIME PARTY HERETO,

as the Lenders


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as the Administrative Agent


 


and


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as the Collateral Custodian


 


Dated as of August 30, 2019 





 


 






     


     


    

 


TABLE OF CONTENTS


 


	 	Page
	ARTICLE I.             DEFINITIONS	2
	 	Section 1.1.	Certain Defined
    Terms	2
	 	Section 1.2.	Other Terms	48
	 	Section 1.3.	Computation of Time Periods	48
	 	Section 1.4.	Interpretation	49
	ARTICLE II.            THE FACILITY	50
	 	Section 2.1.	Advances	50
	 	Section 2.2.	Procedures for Advances
    by the Lenders	51
	 	Section 2.3.	Reduction of the Facility
    Amount; Optional Repayments	52
	 	Section 2.4.	Determination of Interest
    and Non-Usage Fee	53
	 	Section 2.5.	[Reserved]	53
	 	Section 2.6.	Principal Repayments	53
	 	Section 2.7.	Settlement Procedures	54
	 	Section 2.8.	Alternate Settlement Procedures	56
	 	Section 2.9.	Collections and Allocations	57
	 	Section 2.10.	Payments, Computations,
    Etc	59
	 	Section 2.11.	Fees	59
	 	Section 2.12.	Increased Costs; Capital
    Adequacy; Illegality	60
	 	Section 2.13.	Taxes	62
	 	Section 2.14.	Discretionary Sales	66
	 	Section 2.15.	Assignment of the Sale
    Agreement	67
	ARTICLE III.          CONDITIONS TO CLOSING
    AND ADVANCES	67
	 	Section 3.1.	Conditions to Closing and
    Initial Advance	67
	 	Section 3.2.	Conditions Precedent to
    All Advances and Reinvestments	69
	 	Section 3.3.	Custodianship; Transfer
    of Loans and Permitted Investments	71
	ARTICLE IV.           REPRESENTATIONS AND WARRANTIES	73
	 	Section 4.1.	Representations and Warranties
    of the Borrower	73
	 	Section 4.2.	Representations and Warranties
    of the Borrower Relating to the Agreement and the Collateral	81
	 	Section 4.3.	Representations and Warranties
    of the Collateral Manager	82



 






    i 


     


    

 


Table
of Contents 


(continued)


 


	 	 	 	Page
	 	Section 4.4.	Representations
    and Warranties of the Collateral Custodian	85
	 	Section 4.5.	Representations and Warranties
    of the Seller	86
	ARTICLE V.
               GENERAL COVENANTS	86
	 	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	98
	 	Section 5.5.	Affirmative Covenants of
    the Collateral Custodian	99
	 	Section 5.6.	Negative Covenants of the
    Collateral Custodian	99
	 	Section 5.7.	Covenants of the Seller	99
	ARTICLE VI.
             COLLATERAL MANAGEMENT	100
	 	Section 6.1.	Designation of the Collateral
    Manager	100
	 	Section 6.2.	Duties of the Collateral
    Manager	100
	 	Section 6.3.	Authorization of the Collateral
    Manager	102
	 	Section 6.4.	Collection of Payments;
    Accounts	102
	 	Section 6.5.	Realization Upon Defaulted
    or Delinquent Loans	104
	 	Section 6.6.	[Reserved]	104
	 	Section 6.7.	Payment of Certain Expenses
    by Collateral Manager	104
	 	Section 6.8.	Reports	104
	 	Section 6.9.	Annual Statement as to
    Compliance	105
	 	Section 6.10.	The Collateral Manager
    Not to Resign	106
	 	Section 6.11.	Collateral Manager Defaults	106
	ARTICLE VII.
            THE COLLATERAL CUSTODIAN	106
	 	Section 7.1.	Designation of Collateral
    Custodian	106
	 	Section 7.2.	Duties of Collateral Custodian	107
	 	Section 7.3.	Merger or Consolidation	110
	 	Section 7.4.	Collateral Custodian Compensation	110
	 	Section 7.5.	Collateral Custodian Removal	110
	 	Section 7.6.	Limitation on Liability	110
	 	Section 7.7.	Resignation of the Collateral
    Custodian	112



 






    ii 


     


    

 


Table
of Contents 


(continued)


 


	 	 	 	Page
	 	Section 7.8.	Release of Documents	112
	 	Section 7.9.	Return of Underlying Instruments	113
	 	Section 7.10.	Access to Certain Documentation and Information Regarding the Collateral; Audits	113
	ARTICLE VIII.        SECURITY INTEREST	114
	 	Section 8.1.	Grant of Security Interest	114
	 	Section 8.2.	Release of Lien on Collateral	115
	 	Section 8.3.	Further Assurances	115
	 	Section 8.4.	Remedies	116
	 	Section 8.5.	Waiver of Certain Laws	116
	 	Section 8.6.	Power of Attorney	117
	ARTICLE IX.          EVENTS OF DEFAULT	117
	 	Section 9.1.	Events of Default	117
	 	Section 9.2.	Remedies	119
	ARTICLE X.            INDEMNIFICATION	121
	 	Section 10.1.	Indemnities by the Borrower	121
	 	Section 10.2.	Indemnities by the Collateral Manager	123
	 	Section 10.3.	Taxes	124
	ARTICLE XI.          THE ADMINISTRATIVE AGENT	124
	 	Section 11.1.	Appointment	124
	 	Section 11.2.	Standard of Care; Exculpatory Provisions	125
	 	Section 11.3.	Administrative Agent’s Reliance, Etc	126
	 	Section 11.4.	Credit Decision with Respect to the Administrative Agent	126
	 	Section 11.5.	Indemnification of the Administrative Agent	127
	 	Section 11.6.	Successor Administrative Agent	127
	 	Section 11.7.	Delegation of Duties	128
	 	Section 11.8.	Payments by the Administrative Agent	128
	 	Section 11.9.	Collateral Matters	128
	 	Section 11.10.	Erroneous Payments	129



 






    iii 


     


    

 


Table
of Contents 


(continued)


 


	 	Page
	ARTICLE XII.         MISCELLANEOUS	131
	 	Section 12.1.	Amendments and Waivers	131
	 	Section 12.2.	Notices, Etc	133
	 	Section 12.3.	Ratable Payments	134
	 	Section 12.4.	No Waiver; Remedies	134
	 	Section 12.5.	Binding Effect; Benefit of Agreement.	134
	 	Section 12.6.	Term of this Agreement	134
	 	Section 12.7.	Governing Law; Waiver of Jury Trial	134
	 	Section 12.8.	Consent to Jurisdiction; Waiver of Objection to Venue; Waivers	135
	 	Section 12.9.	Costs and Expenses	135
	 	Section 12.10.	No Proceedings	136
	 	Section 12.11.	Recourse Against Certain Parties	136
	 	Section 12.12.	Protection of Right, Title and Interest in the Collateral; Further Action Evidencing Advances	137
	 	Section 12.13.	Confidentiality	138
	 	Section 12.14.	Execution in Counterparts; Severability; Integration	140
	 	Section 12.15.	Waiver of Setoff	140
	 	Section 12.16.	Status of Lenders; Assignments by the Lenders	140
	 	Section 12.17.	Heading and Exhibits	142
	 	Section 12.18.	Intent of the Parties	142
	 	Section 12.19.	Recognition of the U.S. Special Resolution Regimes	142



 








    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 Certificate of Assignment
	EXHIBIT G	[Reserved]
	EXHIBIT H	[Reserved]
	EXHIBIT I	Form of Joinder Supplement
	EXHIBIT J	[Reserved]
	EXHIBIT K	[Reserved]
	EXHIBIT L-1	Form of Tax Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income
Tax Purposes)
	EXHIBIT L-2	Form of Tax Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax
Purposes)
	EXHIBIT L-3	Form of Tax Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	EXHIBIT L-4	Form of Tax Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)



 






     


     


    

 





SCHEDULES


 


	SCHEDULE I	Legal Names
	SCHEDULE II	Approved Broker Dealers and Approved Valuation Firms
	SCHEDULE III	Loan List
	SCHEDULE IV	Credit and Collection Policy
	SCHEDULE V	Agreed-Upon Procedures



 


ANNEXES


 


	ANNEX A	Addresses for Notices
	ANNEX B	Commitments
	ANNEX C	Variable Defined Terms



 






    vi 


     


    

 



 


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 August 30, 2019, by and among:


 


NEW
MOUNTAIN GUARDIAN III BDC, L.L.C., a Delaware limited liability company, as the collateral manager (together with its successors
and assigns in such capacity, the “Collateral Manager”);


 


NEW
MOUNTAIN GUARDIAN III SPV, L.L.C., a Delaware limited liability company, as the borrower (the “Borrower”);


 


NEW
MOUNTAIN GUARDIAN III BDC, L.L.C., a Delaware limited liability company, as the equityholder (the “Equityholder”)
and as the seller (the “Seller”);


 


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”);


 


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


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), not in its individual
capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral Custodian”).


 


R E C I T A L S


 


WHEREAS,
the Borrower has requested that the Lenders provide Commitments and make Advances (each as defined below) from time to time prior to the
Revolving 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 Custodian to act as Collateral Custodian hereunder, with all covenants and
agreements made by the Borrower herein being for the benefit and security of the Secured Parties; and the Collateral Custodian is
willing to accept the trusts created hereby; and


 


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


 


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 Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.


 


“Account”:
Any of the Collateral Account, the Principal Collection Account, the Interest Collection Account, the Unfunded Exposure Account and any
sub-accounts thereof reasonably deemed appropriate or necessary by the Securities Intermediary or the Administrative Agent 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 but excluding the
Determination Date immediately preceding the first Payment Date, and (b) any subsequent Payment Date, the period from and including
the Determination Date immediately preceding the previous Payment Date to but excluding the Determination Date immediately preceding the
current Payment Date (or, in the case of the final Payment Date, to and including such Payment Date).


 


“Adjusted Balance”:
For any Loan as of any date of determination, an amount equal to the product of (a) the OLB of such Loan as of such date of determination
and (b) the Advance Rate for such Loan as of such date of determination; provided that, the “Adjusted Balance”
of any Loan that is not 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 amounts (including indemnification payments) due or accrued and payable by the Borrower to any Person pursuant
to any Transaction Document or otherwise required to be reimbursed by the Borrower, including, but not limited to, the Collateral
Manager, the Independent Manager, any third party service provider to the Borrower, any Lender, the Administrative Agent or the Collateral
Custodian, any Approved Broker Dealer or Approved Valuation Firm, accountants, agents and counsel of any of the foregoing for
reasonable fees and expenses or any other Person in respect of any other reasonable fees, expenses, or other payments (including
indemnification payments).


 






    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.


 


“Advance
Rate”: With respect to (a) any Broadly Syndicated Loan, 75%, (b) any First Lien Middle Market Loan, 70%, (c) any
Recurring Revenue Loan, 55%, (d) any First Lien Last Out Loan, 45% and (e) any Second Lien Loan, 25%.


 


“Advances Outstanding”:
On any day, 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.


 


“Affected Party”:
The Administrative Agent, each Lender, all assignees and participants of each Lender and any sub-agent of the Administrative Agent.


 


“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.


 


“Aggregate Adjusted
Balance”: On any date of determination, the sum of the Adjusted Balances of all Eligible Loans on such date.


 


“Aggregate OLB”:
On any date of determination, the sum of the OLBs of all Eligible Loans on such date.


 


“Aggregate Unfunded
Exposure Amount”: On any date of determination, the sum of the Unfunded Exposure Amounts of all Loans included in the Collateral.


 


“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, the Seller or any of their respective Subsidiaries is located or doing business.


 


“Anti-Money Laundering
Laws”: Applicable Laws in any jurisdiction in which the Borrower, the Collateral Manager, the Equityholder, the Seller or any
of their respective Subsidiaries is 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.


 






    3 


     


    

 


“Applicable
Law”: For any Person or property of such Person, all existing and future laws, rules, regulations (including proposed, temporary
and final tax regulations), statutes, treaties, codes, ordinances, permits, certificates, licenses and orders 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 Spread”:
A rate per annum equal to the percentage determined in accordance with the following formula, rounded to four decimal places:


 


Applicable Spread = (ASB
x PercentageB) + (ASO x PercentageO)


 





	where:	ASB	= 	1.65%;
	 	ASO	=	2.15%;
	 	 	 	 
	 	PercentageB	=	Average AB / Average AAgg;
	 	PercentageO	=	Average AO / Average AAgg;
	 	 	 	 
	 	Average AB 	=	(the aggregate Adjusted Balance of all Broadly Syndicated Loans on the
  first day of the related Accrual Period + the aggregate Adjusted Balance of all Broadly Syndicated Loans on the last day of the related
  Accrual Period) / 2;
	 	 	 	 
	 	Average AO 	=	(the aggregate Adjusted Balance of all Loans other than Broadly Syndicated
  Loans on the first day of the related Accrual Period + the aggregate Adjusted Balance of all Loans other than Broadly Syndicated Loans
  on the last day of the related Accrual Period) / 2; and
	 	 	 	 
	 	Average AAgg	=	Average AB + Average AO;



 


provided
that the “Applicable Spread” shall be 3.25% after the occurrence and during the continuance of an Event of Default.


 


“Approval Notice”:
A notice substantially in the form of Exhibit A-5 attached hereto, executed by the Administrative Agent, evidencing the approval
of the Administrative Agent, in its sole discretion in accordance with clause (B) of the definition of “Eligible Loan”,
of the Loans to be added to the Collateral.


 


“Approved Broker
Dealer”: (a) Each broker dealer listed on part I of Schedule II hereto and (b) any other financial institution
designated as an “Approved Broker Dealer” by the Collateral Manager and reasonably acceptable to the Administrative Agent.


 






    4 


     


    

 


“Approved Valuation
Firm”: (a) Each valuation firm listed on part II of Schedule II hereto and (b) any other financial institution
designated as an “Approved Valuation Firm” by the Collateral Manager and reasonably acceptable to the Administrative Agent.


 


“Asset
Rejection Percentage”: The ratio of (a)(i) the number of Partially Eligible Loans submitted by the Borrower to the Administrative
Agent to be included in the Collateral which are rejected by the Administrative Agent pursuant to clause (B) of the definition of
 “Eligible Loan” plus (ii) the number of Eligible Loans which are given an Assigned Value of less than 50% of their respective
Purchase Price by the Administrative Agent pursuant to clause (a)(iii) of the definition of “Assigned Value” to (b) the
total number of Partially Eligible Loans submitted by the Borrower to the Administrative Agent to be included in the Collateral; provided
that, until fifteen (15) Partially Eligible Loans have been submitted to the Administrative Agent by the Borrower, the Asset Rejection
Percentage shall be zero.


 


“Assigned Value”:


 


(a)            With
respect to any Loan as of any date of determination and subject to the following clauses (b) through (f), the lowest of (i) 100%,
(ii) the Purchase Price with respect to such Loan and (iii) the value (expressed as a percentage of par) of such Loan as determined
by the Administrative Agent in its sole discretion. For the avoidance of doubt, the “Assigned Value” of any Loan may not subsequently
be adjusted absent a Value Adjustment Event with respect to such Loan or pursuant to the last paragraph of this definition of “Assigned
Value”.


 


(b)            [Reserved].


 






    5 


     


    

 


(c)            If
a Value Adjustment Event with respect to such Loan occurs, the “Assigned Value” of such Loan may be amended by the Administrative
Agent in its sole discretion; provided that (x) with respect to any Broadly Syndicated Loan, the Administrative Agent shall
not adjust the Assigned Value to a value lower than the lower of (A) the Market Value of such Loan on such date and (B) the
Initial Assigned Value with respect to such Loan on such date and (y) with respect to any other type of Loan (but excluding Recurring
Revenue Loans) and solely with respect to the occurrence of a Value Adjustment Event of the type described in clause (a) of
the definition thereof with respect to such Loan, immediately after giving effect to any such reevaluation, the Assigned Value shall not
be lower than the lower of (1) the Initial Assigned Value of such Loan on such date and (2) such value that would result in
the Facility Attachment Ratio for such Loan being equal to or lower than the “Minimum Facility Attachment Ratio” specified
therefor in accordance with the grids below:


 


	
    First Lien
    Loans 

	Net Senior Leverage Ratio	Minimum Facility Attachment Ratio
	Less than 4.25x	2.90x
	Greater than or equal to 4.25 and less than 5.00x	2.80x
	Greater than or equal to 5.00 and less than 6.00x	2.70x
	Greater than or equal to 6.00 and less than 7.00x	2.60x
	Greater than or equal to 7.00 and less than 8.00x	2.40x
	Greater than or equal to 8.00x	0.00x
	 	 
	
    First Lien
    Last Out Loans

	Net Senior Leverage Ratio	Minimum Facility Attachment Ratio
	Less than 5.00x	Facility Attachment Ratio as of the date of acquisition of such Loan
	Greater than or equal to 5.00 and less than 6.00x	Facility Attachment Ratio as of the date of acquisition of such Loan less 0.25x
	Greater than or equal to 6.00 and less than 7.00x	Facility Attachment Ratio as of the date of acquisition of such Loan less 0.50x
	Greater than or equal to 7.00x	0.00x
	 	 
	
    Second Lien
    Loans

	Total Leverage Ratio	Minimum Facility Attachment Ratio
	Less than 5.00x	Facility Attachment Ratio as of the date of acquisition of such Loan
	Greater than or equal to 5.00 and less than 6.00x	Facility Attachment Ratio as of the date of acquisition of such Loan less 0.25x
	Greater than or equal to 6.00 and less than 7.00x	Facility Attachment Ratio as of the date of acquisition of such Loan less 0.50x
	Greater than or equal to 7.00x	0.00x
	 	 
	
    Designated
    Loans

	Total 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


 


(d)            In
the event that a Value Adjustment Event results in the reduction of the Assigned Value of any Eligible Loan and, subsequent to such reduction,
either (i) the Net Senior Leverage Ratio (in the case of any Value Adjustment Event pursuant to clause (a)(i) of such definition),
(ii) the Cash Interest Coverage Ratio (in connection with any Value Adjustment Event pursuant to clause (b) of such definition),
(iii) the Total Leverage Ratio (in the case of any Value Adjustment Event pursuant to clause (a)(ii) of such definition) or
(iii) all of the Net Senior Leverage Ratio, Cash Interest Coverage Ratio and Total Leverage Ratio (in the case of any Value Adjustment
Event pursuant to clauses (a) and (b) of such definition) is or are improved to the applicable levels reported on the Purchase
Date of such Loan, then on any Business Day the Borrower may, by written notice to the Administrative Agent, request that the Assigned
Value of such Loan be re-determined by the Administrative Agent in its sole discretion in accordance with terms of the definition of “Assigned
Value” in this Section 1.1;


 






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(e)            The
Assigned Value shall be zero for any Loan that is not an Eligible Loan; and


 


(f)             The
Assigned Value shall be zero for any Loan subject to mandatory repurchase by the Seller under the Sale Agreement.


 


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 Custodian and the Lenders.


 


“Automatic Excess
Concentration Amount Reduction Date”: November 8, 2019.


 


“Availability”:
As of any day, an amount equal to the excess, if any, of (i) the Borrowing Base minus (ii) the Advances Outstanding on
such day; provided that at all times on and after the earliest to occur of the Revolving Period End Date, the Revolving
Period Termination Date and the Termination Date, the Availability shall be zero.


 


“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 Collection Period.


 


“Available Tenor”:
As of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark
is a term rate, any tenor for such Benchmark or (y) otherwise, any payment period for interest calculated with reference to such
Benchmark, as applicable, that is or may be used for determining the length of an Accrual Period pursuant to this Agreement as of such
date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Accrual
Period” pursuant to Section 12.1(a)(4).


 


“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 0.50% and (b) the Prime Rate in effect on such day.


 


“Benchmark”:
Initially, LIBOR; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, or an Early Opt-in Election,
as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBOR or the then-current Benchmark, then “Benchmark”
means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant
to Section 12.1(a).


 






    7 


     


    




 


“Benchmark Replacement”:
For any Available Tenor,


 


(a)            with
respect to any Benchmark Transition Event or Early Opt-in Election, the first alternative set forth in the order below that can be determined
by the Administrative Agent for the applicable Benchmark Replacement Date:


 


		(1)	the sum of: (A) Term SOFR and (B) the related Benchmark Replacement Adjustment;



 


		(2)	the sum of: (A) Daily Simple SOFR and (B) the related Benchmark Replacement Adjustment;



 


		(3)	the sum of: (A) the alternate benchmark rate that has been selected by the Administrative Agent and
the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any
selection or recommendation of a replacement benchmark 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 benchmark rate as a replacement for the then-current
Benchmark for Dollar-denominated syndicated credit facilities at such time and (B) the related Benchmark Replacement Adjustment;
or



 


(b)            with
respect to any Term SOFR Transition Event, the sum of (i) Term SOFR and (ii) the related Benchmark Replacement Adjustment;


 


provided
that, (i) in the case of clause (a)(1), if the Administrative Agent decides that Term SOFR is not administratively feasible for the
Administrative Agent, then Term SOFR will be deemed unable to be determined for purposes of this definition and (ii) in the case
of clause (a)(1) or clause (b) of this definition, the applicable Unadjusted Benchmark Replacement is displayed on a screen
or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion
(in consultation with the Borrower). If the Benchmark Replacement as determined pursuant to clause (a)(1), (a)(2) or (a)(3) or
clause (b) of this definition would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes
of this Agreement and the other Transaction Documents.


 


“Benchmark Replacement
Adjustment”: With respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any
applicable Accrual Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


		(1)	for purposes of clauses (a)(1) and (a)(2) of the definition of “Benchmark Replacement,”
the first alternative set forth in the order below that can be determined by the Administrative Agent:



 


		(a)	the spread adjustment, or method for calculating or determining such spread adjustment, (which may be
a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Accrual Period that has
been selected or recommended by the Relevant Governmental Body for the replacement of such Available Tenor of such Benchmark with the
applicable Unadjusted Benchmark Replacement;



 






    8 


     


    




 


(b)  the
spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set
for such Accrual Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective
upon an index cessation event with respect to such Available Tenor of such Benchmark;


 


		(2)	for purposes of clause (a)(3) of the definition of “Benchmark Replacement,” 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 such Available Tenor of such
Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement
Date 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 such Available Tenor of such Benchmark with the applicable Unadjusted Benchmark
Replacement for Dollar-denominated syndicated credit facilities; and



 


		(3)	for purposes of clause (b) of the definition of “Benchmark Replacement,” the spread adjustment,
or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference
Time such Benchmark Replacement is first set for such Accrual Period that has been selected or recommended by the Relevant Governmental
Body for the replacement of such Available Tenor of LIBOR with a SOFR-based rate;



 


provided
that, (x) in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes
such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion (in consultation
with the Borrower) and (y) if the then-current Benchmark is a term rate, more than one tenor of such Benchmark is available as of
the applicable Benchmark Replacement Date and the applicable Unadjusted Benchmark Replacement that will replace such Benchmark in accordance
with Section 12.1(a) will not be a term rate, the Available Tenor of such Benchmark for purposes of this definition of
 “Benchmark Replacement Adjustment” shall be deemed to be, with respect to each Unadjusted Benchmark Replacement having a payment
period for interest calculated with reference thereto, the Available Tenor that has approximately the same length (disregarding business
day adjustments) as such payment period.


 






    9 


     


    

 


“Benchmark
Replacement Conforming Changes”: With respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition
of “Accrual Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests
or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical,
administrative or operational matters) that the Administrative Agent, in consultation with the Borrower, 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 such 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 and the other Transaction Documents).


 


“Benchmark Replacement Date”:
The earliest to occur of the following events with respect to the then-current Benchmark:


 


		(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 such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to
provide all Available Tenors of such Benchmark (or such component thereof);



 


		(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;



 


		(3)	in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the Administrative
Agent has provided the Term SOFR Notice to the Lenders and the Borrower pursuant to Section 12.1(a)(1)(B); or



 


		(4)	in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early
Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time)
on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection
to such Early Opt-in Election from Lenders comprising the Required Lenders.



 


For the avoidance of doubt, (i) if the event
giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination,
the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon
the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).


 


“Benchmark Transition
Event”: The occurrence of one or more of the following events with respect to the then-current Benchmark:


 


		(1)	a public statement or publication of information by or on behalf of the administrator of such Benchmark
(or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all
Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or
such component thereof);



 






    10 


     


    

 


		(2)	a public statement or publication of information by the regulatory supervisor for the administrator of
such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New
York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with
jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution
authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such
component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely,
provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide
any Available Tenor of such Benchmark (or such component thereof); or



 


		(3)	a public statement or publication of information by the regulatory supervisor for the administrator of
such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or
such component thereof) are no longer representative.



 


For the avoidance of doubt,
a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication
of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component
used in the calculation thereof).


 


“Benchmark
Unavailability Period”: The period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant
to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current
Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 12.1 and (y) ending
at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction
Document in accordance with 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.


 






    11 


     


    

 


“Borrower LLC Agreement”:
The Amended and Restated Limited Liability Company Agreement of the Borrower, dated as of the Closing Date, as the same may be amended,
restated, modified or supplemented from time to time.


 


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


 


“Borrowing Base”:
As of any Measurement Date, an amount equal to the greater of (A) zero and (B) the least of:


 


(a)            an
amount equal to (i) the product of (x) the Aggregate OLB on such date minus the Excess Concentration Amount on such date and
(y) the Weighted Average Advance Rate, on such date, plus (ii) the amount on deposit in the Principal Collection Account
on such date minus (iii) the Unfunded Exposure Equity Amount on such date plus (iv) the amount on deposit in the
Unfunded Exposure Account on such date;


 


(b)            an
amount equal to (i) the Aggregate OLB on such date, minus (ii) the Required Minimum Equity Amount on such date, plus
(iii) the amount on deposit in the Principal Collection Account on such date, minus (iv) the Unfunded Exposure Equity
Amount on such date, plus (v) the amount on deposit in the Unfunded Exposure Account on such date minus (vi) the
Excess Concentration Amount; and


 


(c)            an
amount equal to (i) the Facility Amount as of such date, minus (ii) the Aggregate Unfunded Exposure Amount on such date,
plus (iii) the amount on deposit in the Unfunded Exposure Account on such date.


 


“Borrowing
Base Certificate”: A certificate, in the form of Exhibit A-4, setting forth, among other things, the calculation
of the Borrowing Base as of each Measurement Date.


 


“Breakage
Costs”: With respect to any Lender, any amount or amounts as shall compensate such Lender for any loss, cost or expense incurred
by such Lender (as determined by the applicable Lender in such Lender’s reasonable discretion, but excluding the Applicable Spread)
as a result of a payment by the Borrower of Advances Outstanding or Interest other than on a Payment Date. 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”: Any First Lien Loan (i) issued pursuant to an Underlying Instrument governing the issuance of Indebtedness of the
related Obligor having an aggregate principal amount (whether drawn or undrawn) of $350,000,000 or greater, (ii) with a related Obligor
with EBITDA of at least $75,000,000 for the twelve months immediately prior to the acquisition of such Loan by the Borrower and (iii) is
rated by both of S&P and Moody’s (or the related Obligor is rated by both of S&P and Moody’s) and no such rating is
lower than “B3” in the case of Moody’s and “B-” in the case of S&P.


 


“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, the location of the Collateral Custodian’s Corporate Trust Office or, solely with respect to the determination of the LIBOR
Rate, London, England.


 






    12 


     


    

 


“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.


 


“Cash
Interest Coverage Ratio”: With respect to any Loan for any Relevant Test Period, either (a) the meaning of “Cash
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 “Cash Interest Coverage Ratio”
or comparable definition, the ratio of (i) EBITDA to (ii) Cash Interest Expense of such Obligor with respect to the applicable
Relevant Test Period, as calculated by the Borrower and Collateral Manager in good faith.


 


“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” 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”: Any of the following:


 


(a)            the
creation, imposition or, to the knowledge of the Borrower or the Collateral Manager, threatened imposition of any Lien on any limited
liability company membership interest in the Borrower;


 


(b)            the
Borrower LLC Agreement shall fail to be in full force and effect;


 


(c)            the
failure of the Equityholder to directly own in the aggregate 100% of the limited liability company membership interests in the Borrower;
or


 


(d)            the
dissolution, termination, liquidation, transfer or other disposition of all or substantially all of the assets of the Collateral Manager
or the Equityholder.


 


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


 


“Closing Date”:
August 30, 2019.


 


“Code”:
The Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated or issued thereunder.


 


“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 and any and all other
property of any type or nature owned by it, including but not limited to:


 


(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;


 






    13 


     


    

 


(b)            the
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; and


 


(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.


 


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


 


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


 


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


 


“Collateral
Custodian Fee Letter”: The fee schedule provided by the Collateral Custodian and acknowledged by the Collateral Manager.


 


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


 


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


 


“Collateral
Manager Default”: The occurrence of any one or more of the following:


 


(a)            the
Collateral Manager in bad faith willfully violates, or takes any action that it knows breaches, any material provision of any Transaction
Document applicable to it (other than a willful and intentional breach that results from a good faith dispute regarding reasonable alternative
courses of action or interpretation of instructions);


 


(b)            the
Collateral Manager fails to observe or perform any covenant or agreement applicable to it in any Transaction Document which has a material
adverse effect on the Lenders (it being understood and agreed that the Collateral Manager shall have no responsibility for the creditworthiness
or continuing eligibility of any Eligible Loan) and such failure continues unremedied for a period of 30 days (if such failure can be
remedied) after the earlier to occur of (A) a Responsible Officer of the Collateral Manager’s actual knowledge of such failure
or (B) its receipt of written notice of such failure;


 


(c)            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 has a material adverse effect on any Lender, the Collateral
Custodian or the Administrative Agent and which continues to be unremedied for a period of thirty (30) days after the earlier to occur
of (A) a Responsible Officer of the Collateral Manager’s actual knowledge of such failure or (B) its receipt of written
notice of such failure;


 






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(d)            the
occurrence of an Event of Default that results primarily from any material breach by the Collateral Manager of its duties under the Transaction
Documents and which continues to be unremedied for a period of ten (10) Business Days;


 


(e)            the
Collateral Manager, New Mountain Finance Advisers BDC, L.L.C. and Affiliates collectively fail to maintain at least $3,000,000,000 of
assets under its management;


 


(f)            New
Mountain Guardian III BDC, L.L.C. (or an Affiliate thereof) ceases to be the Collateral Manager unless it is removed pursuant to Section 6.11;


 


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


 


(h)            (A) the
occurrence of an act by the Collateral Manager that constitutes fraud or criminal activity in the performance of its obligations under
the Transaction Documents (as determined pursuant to a final adjudication by a court of competent jurisdiction), (B) the Collateral
Manager being convicted (after all appeals and the expiration of time to appeal) of a criminal offense materially related to its business
of providing asset management services or (C) any Responsible Officer of the Collateral Manager primarily responsible for the performance
by the Collateral Manager of its obligations under the Transaction Documents (in the performance of his or her investment management duties)
is convicted (after all appeals and the expiration of time to appeal) of a criminal offense materially related to the business of the
Collateral Manager providing asset management services and continues to have responsibility for the performance by the Collateral Manager
under the Transaction Documents for a period of 30 days after the final such appeal;


 


(i)            any
failure by the Collateral Manager to make any payment, transfer or deposit into the Collection Account as required by this Agreement which
continues unremedied for a period of two (2) Business Days;


 


(j)            the
failure of the Collateral Manager to make any payment when due (after giving effect to any related grace period) with respect to any recourse
debt which debt is in excess of United States $15,000,000, individually or in the aggregate, or the occurrence of any event or condition
that has resulted in the acceleration of such recourse debt;


 


(k)            the
occurrence or existence of any change with respect to the Collateral Manager which the Administrative Agent in its sole discretion determines
has a Material Adverse Effect (provided that, the withdrawal of the Collateral Manager’s election to be regulated as a business
development company shall not constitute a Material Adverse Effect on the Collateral Manager);


 


(l)            any
Change of Control described in clause (d) of the definition thereof occurs;


 






    15 


     


    

 


(m)            any
failure by the Collateral Manager to deliver any Required Reports hereunder on or before the date occurring two (2) Business Days
after the date such report is required to be made or given, as the case may be, under the terms of this Agreement;


 


(n)            the
rendering against the Collateral Manager of one or more final judgments, decrees or orders for the payment of money in excess of United
States $15,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect
for any period of more than sixty (60) consecutive days without a stay of execution; or


 


(o)            the
Equityholder shall fail to maintain at least $15,000,000 of unencumbered liquidity (calculated as the sum (without duplication) of (i) cash
or cash equivalents, (ii) assets which satisfy the criteria set forth in the definition of Eligible Loans (other than clauses (A) and
(B) and except that they are owned by the Equityholder or an Affiliate thereof instead of the Borrower), (iii) committed, undrawn
equity capital, (iv) uncalled capital commitments that are in excess of any indebtedness incurred under a subscription facility,
in each case which are not subject to any Liens (other than all asset liens or liens in favor of a subscription facility lender) or which
otherwise would be considered available for general corporate purposes in the reasonable determination of the Collateral Manager and (v) the
Availability).


 


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


 


“Collection Account”:
Collectively, the Interest Collection Account and the Principal Collection Account.


 


“Collection Period”:
With respect to the first Payment Date, the period from and including the Closing Date to and including the Determination Date immediately
preceding the first Payment Date; and thereafter, the period from but excluding the Determination Date immediately preceding the previous
Payment Date to and including the Determination Date immediately preceding the current Payment Date (or, in the case of the final Payment
Date, to and including such Payment Date).


 


“Collections”:
All cash collections and other cash proceeds of any Collateral, including, without limitation or duplication, any Interest Collections,
Principal Collections, collections on Permitted Investments or other amounts received in respect thereof (but excluding any Excluded Amounts).


 


“Control”:
the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.


 


“Commitment”:
With respect to each Lender, the commitment of such Lender to make Advances in accordance herewith in an amount up to (a) prior to
the earlier to occur of the Revolving Period End Date or the Termination Date, the dollar amount set forth opposite such Lender’s
name on Annex B hereto or the amount set forth as such Lender’s “Commitment” on Schedule I to the Joinder Supplement
relating to such Lender, as such amounts may be reduced, increased or assigned from time to time pursuant to the terms of this Agreement,
and (b) on or after the earlier to occur of the Revolving Period End Date or the Termination Date, zero.


 






    16 


     


    




 


“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 (i) the amount of such reduction multiplied by (ii) the applicable Commitment Reduction Percentage.


 


“Commitment Reduction
Percentage”: On any date (a) on or prior to the second anniversary of the Closing Date, the Asset Rejection Percentage
is less than or equal to 50%, and (i) if such date is on or prior to the first anniversary of the Closing Date, 2.00% or (ii) if
such date is after the first anniversary of the Closing Date, a percentage equal to the product of (x) the number of days remaining
until the two-year anniversary of the Closing Date divided by 365 and (y) 1.00% and (b) where either the Asset Rejection Percentage
is greater than 50% or such date is after the second anniversary of the Closing Date, zero percent.


 


“Connection Income
Taxes”: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes
or branch profits Taxes.


 


“Contractual Obligation”:
With respect to any Person, any provision of any securities issued by such Person or any indenture, 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 designated corporate trust office of the Collateral Custodian specified on Annex A or such other address
within the United States as the Collateral Custodian may designate from time to time by notice to the Administrative Agent.


 


“Corresponding Tenor”:
With respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately
the same length (disregarding business day adjustment) as such Available Tenor.


 


“Covenant Compliance
Period”: The period beginning on the Closing Date and ending on the date on which 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).


 


“Credit and Collection
Policy”: The written credit policies and procedures manual of the Collateral Manager set forth on Schedule IV, as such
credit and collection policy may be as amended or supplemented from time to time in accordance with Section 5.1(h).


 


“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.


 






    17 


     


    

 


“Delayed
Draw Loan”: A Loan that 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.


 


“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.”


 


“Determination
Date”: The last day of each calendar month; provided that, with respect to the Termination Date, the Determination Date
shall be the Termination Date.


 


“DIP
Loan”: Any Loan (i) with respect to which the related Obligor is a debtor-in-possession as defined under the Bankruptcy
Code, (ii) which has the priority allowed pursuant to Section 364 of the Bankruptcy Code and (iii) the terms of which have
been approved by a court of competent jurisdiction (the enforceability of which is not subject to any pending contested matter or proceeding).


 


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


 


“Discretionary Sale
Date”: With respect to any Discretionary Sale, the Business Day on which such Discretionary Sale occurs.


 


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


 


“Early Opt-in Election”:
If the then-current Benchmark is LIBOR, the occurrence of:


 


		(1)	a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent
to notify) each of the other parties hereto that at least five currently outstanding Dollar-denominated syndicated credit facilities at
such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate
based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for
review), and



 


		(2)	the election by the Administrative Agent, in consultation with the Borrower, to trigger a fallback from
the Benchmark and the provision by the Administrative Agent of written notice of such election to the Lenders.



 






    18 


     


    

 


“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 related Underlying Instruments, and in any case that “EBITDA”, “Adjusted EBITDA”
or such comparable definition is not defined in such Underlying Instruments, an amount, for the principal Obligor on such Loan and any
parent or subsidiary that is obligated pursuant to the Underlying Instruments for 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) unallocated 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) and any other item the Borrower and the Administrative Agent mutually deem to be appropriate; provided
that, with respect to any Obligor for which four full fiscal quarters of economic data are not available, EBITDA shall be determined for
such Obligor based on annualizing the economic data from the reporting periods actually available.


 


“Eligible Loan”:
Each Loan (A) for which the Administrative Agent and the Collateral Custodian have received (or, in accordance with clause (b) of
the definition of “Required Loan Documents”, the Collateral Custodian will receive) the related Required Loan Documents; (B) that
has been approved by the Administrative Agent in its sole discretion on or prior to the date of the related Transaction; and (C) that
satisfies each of the following eligibility requirements (unless the Administrative Agent in its sole discretion agrees to waive any such
eligibility requirement with respect to such Loan):


 


(a)            such
Loan is a First Lien Loan, a Recurring Revenue Loan, a First Lien Last Out Loan or a Second Lien Loan;


 


(b)            such
Loan is denominated and payable only in Dollars in the United States and does not permit the currency in which such Loan is payable to
be changed; provided that the sum of the OLBs of all Loans denominated in a currency other than Dollars may comprise up to 5% of
the Aggregate OLB;


 


(c)            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;


 


(d)            such
Loan does not constitute a DIP Loan;


 


(e)            the
primary Underlying Asset for such Loan is not real property;


 


(f)            such
Loan is in the form of and is treated as indebtedness of the related Obligor for United States federal income tax purposes and is not
a United States real property interest as defined under Section 897 of the Code;


 


(g)            as
of the date such Loan is first included as part of the Collateral hereunder, such Loan is not delinquent in payment after taking into
account any applicable grace or cure period;


 


(h)            such
Loan and any Underlying Assets comply in all material respects with all Applicable Laws;


 


(i)             such
Loan is eligible under its Underlying Instruments (giving effect to the provisions of Sections 9-406 and 9-408 of the UCC) to be
sold to the Borrower and to have a security interest therein granted to the Administrative Agent, as agent for the Secured Parties;


 






    19 


     


    

 


(j)             such
Loan, together with the Underlying Instruments related thereto, (i) is, to the knowledge of the Borrower following the Borrower’s
completion of customary due diligence, in full force and effect and constitutes the legal, valid and binding obligation of the related
Obligor enforceable against such Obligor in accordance with its terms, subject to customary bankruptcy, insolvency and equity limitations,
(ii) is not subject to any litigation, dispute or offset as of the Purchase Date or, to the knowledge of the Collateral Manager,
on any subsequent date, and (iii) contains provisions substantially to the effect that the Obligor’s payment obligations thereunder
are absolute and unconditional without any right of rescission, setoff, counterclaim or defense for any reason against the Borrower or
any assignee thereof except as required by law;


 


(k)            such
Loan (i) was originated and underwritten, or purchased and re-underwritten, by the Borrower or any of its Affiliates in accordance
with the Credit and Collection Policy and (ii) is fully documented;


 


(l)             (i) the
Borrower has good and marketable title to, and is the sole owner of, such Loan, and (ii) the Borrower has granted to the Administrative
Agent a valid and perfected first-priority (subject to Permitted Liens) security interest in the Loan and Underlying Instruments, for
the benefit of the Secured Parties;


 


(m)           such
Loan, and any payment made with respect to such Loan, is 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 (subject only to customary carve-outs);


 


(n)            (x) all
material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority or any
other Person required to be obtained, effected or given in connection with the making, acquisition, transfer or performance by the Borrower
of such Loan and (y) all consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental
Authority or any other Person required to be obtained, effected or given in connection with the borrowing or performance by the related
Obligor of such Loan (unless the failure to do so could not be reasonably expected to have a material adverse effect), in each case have
been duly obtained, effected or given and are in full force and effect;


 


(o)            such
Loan and the Underlying Instruments related thereto, are eligible to be sold, assigned or transferred to the Borrower, and neither the
sale, transfer or assignment of such Loan to the Borrower, nor the granting of a security interest hereunder to the Administrative Agent,
violates, conflicts with or contravenes in any material respect any Applicable Law or any contractual or other restriction, limitation
or encumbrance binding on the Borrower;


 


(p)            such
Loan requires the related Obligor to pay customary maintenance, repair, insurance and taxes, together with all other ancillary costs and
expenses, with respect to the related, underlying collateral of such Loan;


 


(q)            such
Loan has an original term to stated maturity as of the Purchase Date that does not exceed ten (10) years;


 






    20 


     


    

 



 


(r)            the
Underlying Instruments for such Loan do not contain a confidentiality provision that would prohibit the Administrative Agent or any Secured
Party from obtaining all necessary information with regard to such Loan, so long as the Administrative Agent or such Secured Party, as
applicable, has agreed to maintain the confidentiality of such information in accordance with the provisions of such Underlying Instruments;


 


(s)            such
Loan requires (i) periodic payments of accrued and unpaid interest in cash (x) in a minimum amount of (A) if such Loan
has a floating interest rate based on the Benchmark, such Benchmark rate plus 2% per annum, (B) if such Loan has a
floating interest rate based on the Prime Rate, the Prime Rate, (C) if such Loan has a fixed interest rate, 6% per annum or
(D) if such Loan is a PIK Loan, 2% per annum and (y) on a current basis no less frequently than quarterly and (ii) a
fixed amount of principal payable in cash no later than its stated maturity;


 


(t)            if
such Loan is a registration-required obligation within the meaning of Section 163(f)(2) of the Code, such Loan is Registered;


 


(u)           such
Loan is not a participation interest;


 


(v)           all
information provided by the Borrower or the Collateral Manager with respect to the Loan is true, correct and complete in all material
respects as of the date such information is provided;


 


(w)          such
Loan (A) is not an Equity Security and (B) does not provide 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;


 


(x)           such
Loan does not constitute Margin Stock;


 


(y)          unless
such Loan is a Delayed Draw Loan or a Revolving Loan, such Loan does not require the Borrower to make advances in respect of such Loan
at any time after the Borrower’s purchase of such Loan; provided that, if such Loan is a Delayed Draw Loan or a Revolving
Loan, the acquisition of such Loan would not cause the sum of the OLBs of all Loans that would qualify as a Delayed Draw Loan or Revolving
Loan plus the Aggregate Unfunded Exposure Amount to exceed the greater of (i) 10% of the Aggregate OLB plus the Aggregate
Unfunded Exposure Amount as of such date and (ii) the applicable amount set forth in Annex C;


 


(z)           such
Loan shall not cause the aggregate OLBs of all Loans with respect to which the related Obligor is not domiciled, organized or incorporated
in the United States or any State or territory thereof or Canada to exceed the greater of (i) 10% of the Aggregate OLB as of such
date and (ii) the applicable amount set forth in Annex C;


 


(aa)         such
Loan shall not cause the aggregate OLBs of all Loans that are fixed rate loans to exceed the greater of (i) 10% of the Aggregate
OLB as of such date and (ii) the applicable amount set forth in Annex C;


 


(bb)        such
Loan shall not cause the aggregate OLBs of all Loans with respect to PIK Loans (in each case other than any PIK Loan which pays at least
4.00% per annum in cash on at least a quarterly basis) to exceed the greater of (i) 5% of the Aggregate OLB as of such date and
(ii) the applicable amount set forth in Annex C;


 






    21


     


    

 


(cc)           such
Loan shall not cause the sum of the aggregate OLBs and Unfunded Exposure Amounts of Loans that are Recurring Revenue Loans to exceed the
greater of (i) 10% of the Aggregate OLB as of such date and (ii) the applicable amount noted in Annex C;


 


(dd)          the
Obligor of which is an Eligible Obligor; and


 


(ee)          such
Loan satisfies such other eligibility criteria as may be mutually agreed upon by the Administrative Agent and the Borrower prior to the
applicable Advance Date.


 


For purposes of determining compliance with clause
(B) of the definition of “Eligible Loan,” each Loan included in the Loan List set forth on Schedule III hereto
as of the Closing Date shall be deemed to be approved by the Administrative Agent.


 


“Eligible Obligor”:
Any Obligor:


 


(a)            that
is a business organization (and not a natural person) duly organized and validly existing under the laws of its jurisdiction of organization;


 


(b)            that
is not a Governmental Authority;


 


(c)            that
is not an Affiliate of the Borrower, the Equityholder or the Collateral Manager;


 


(d)            that
is organized or incorporated in (i) the United States (or any State thereof), (ii) Canada (or any Province thereof) or (iii) if
approved in writing by the Administrative Agent in its sole discretion, any other country; and


 


(e)            that
is not the subject of an Insolvency Event and, as of the Purchase Date, such Obligor has not, to the Borrower’s knowledge after
completion of customary due diligence, experienced a material adverse change in its financial condition since the date the related Loan
was underwritten by the Borrower or its Affiliate.


 


“Equityholder”:
The meaning specified in the Preamble.


 


“Equity Security”:
(i) Any equity security or any other security that is not eligible for purchase by the Borrower as a Loan and (ii) any security
purchased as part of a “unit” with a Loan and that itself is not eligible for purchase by the Borrower as a Loan.


 


“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”: (a) Any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of
the Code) as the Borrower, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of
the Code) with the Borrower, or (c) a member of the same affiliated service group (within the meaning of Section 414(m) of
the Code) as the Borrower.


 






    22


     


    

 


“Eurodollar Disruption
Event”: The occurrence of any of the following: (a) any Lender shall have notified the Administrative Agent 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 United States dollars in the London interbank market to fund any Advance, (b) any Lender shall
have notified the Administrative Agent of a determination by such Lender that the rate at which deposits of United States 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 of the inability of such Lender, as applicable,
to obtain United States dollars in the London interbank market to make, fund or maintain any Advance.


 


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


 


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


 


“Excess
Concentration Amount”: The greater of (a) zero and (b) the sum of (x) the aggregate OLB of all Non-First
Lien Loans minus the greater of (i) the product of (A) the Aggregate OLB and (B) 25% and (ii) the applicable
amount set forth in Annex C, (y) the aggregate OLB of all Second Lien Loans minus the greater of (i) the product
of (A) the Aggregate OLB and (B) 20% and (ii) the applicable amount set forth in Annex C and (z) the amount
by which the sum of the OLBs of all Eligible Loans made to such Obligor (including any Affiliate thereof) exceeds (i) if such Obligor
is one of the two (2) largest Obligors (by aggregate OLB for such Obligor), the applicable amount set forth in Annex C, (ii) if
such Obligor is one of the next three (3) largest Obligors (by aggregate OLB for such Obligor) other than those set forth in clause
(i) above, the applicable amount set forth in Annex C, or (iii) otherwise, the applicable amount set forth in Annex
C. For the avoidance of doubt, clauses (b)(x)(ii) and (b)(y)(ii) will be decreased on the Automatic Excess Concentration
Amount Reduction Date as set forth in Annex C.


 


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


 


“Excluded
Amounts”: Any amount received in the Collection Account with respect to any Loan included as part of the Collateral, (i) which
amount is attributable to the reimbursement of payment by the Borrower or any Affiliate (other than from amounts on deposit in the Collection
Account) of any Tax, fee or other charge imposed by any Governmental Authority on such Loan or on any Underlying Assets or (ii) which
amount was deposited into the Collection Account in error.


 






    23


     


    

 


“Excluded
Taxes”: Any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment
to a Recipient, (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 Recipient 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 an Advance or a Commitment pursuant to a law in effect
on the date on which (i) such Lender acquires such interest in the Advance or Commitment 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 Recipient’s failure to comply with Section 2.13(g) and
(d) any U.S. federal withholding Taxes imposed under FATCA.


 


“Exposure Amount
Shortfall”: The meaning specified in Section 2.2(e).


 


“Facility
Attachment Ratio”: With respect to any Eligible Loan, as of any date of determination, an amount equal to (a) if such Eligible
Loan is a First Lien Loan, the product of (i) the First Out Attachment Ratio, (ii) the applicable Advance Rate and (iii) the
Assigned Value, (b) if such Eligible Loan is a First Lien Last Out Loan, the sum of (i) the First Out Attachment Ratio and (ii) the
product of (A) the Last Out Attachment Ratio less the First Out Attachment Ratio, (B) the applicable Advance Rate and (C) the
Assigned Value, (c) if such Eligible Loan is a Second Lien Loan, the sum of (i) the Net Senior Leverage Ratio and (ii) the
product of (A) the Total Leverage Ratio less the Net Senior Leverage Ratio, (B) the applicable Advance Rate and (C) the
Assigned Value, and (d) if such Eligible Loan is a Designated Loan, the applicable Facility Attachment Ratio calculation above for
a First Lien Loan.


 


“Facility
Amount”: $600,000,000, as such amount may vary from time to time pursuant to Sections 2.1(c) and 2.3
hereof; provided that on or after the earlier to occur of the Revolving Period End Date or the Termination Date, the Facility Amount
shall mean the Advances Outstanding.


 


“Facility
Maturity Date”: The two-year anniversary of the Revolving Period End Date.


 


“FATCA”:
Sections 1471 through 1474 of the Code, as in effect on the Closing Date (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, any agreements
entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements (or related legislation or official
administrative rules or practices) implementing the foregoing.


 


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


 


“Federal
Funds Rate”: For any day, a per annum rate equal to the weighted average of the overnight federal funds rates as in Federal
Reserve Board Statistical Release H.15(519) or any successor or substitute publication selected by the Administrative Agent for such day
(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.


 






    24


     


    

 


“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.


 


“First
Lien Last Out Loan”: A Loan which (a) satisfies clause (a) of the definition of First Lien Loan except that
such Loan is subordinated in application of proceeds pursuant to a specified priority of payments to other senior secured loans of the
same Obligor until such other senior secured loans are paid in full and (b) has not been designated as a First Lien Loan pursuant
to clause (b) of the definition of First Lien Loan.


 


“First
Lien Loan”: A Loan that either (a)(i) is not (and cannot by its terms become) subordinate in right of payment
to any obligation of the Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, (ii) that
is secured by a pledge of collateral, which security interest is validly perfected and first priority (subject to Liens permitted
under the related 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 thereof) under Applicable Law and (iii) the Collateral Manager determines in
good faith that the value of the collateral securing the Loan on or about the time of origination equals or exceeds the outstanding principal
balance of the Loan plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the
same collateral or (b) is a First Lien Last Out Loan and is designated by the Administrative Agent in its sole discretion as a “First
Lien Loan” on the related Approval Notice.


 


“First
Lien Middle Market Loan”: A First Lien Loan that does not meet the criteria set forth in clauses (i)-(iii) of
the definition of “Broadly Syndicated Loan”.


 


“First
Out Attachment Ratio”: With respect to any Eligible Loan, as of any date of determination, an amount equal to the “senior
net leverage ratio” or any comparable term relating to any “first out” senior secured Indebtedness in the Underlying
Instruments for such Loan; provided that if the “senior net leverage ratio” or such comparable term is not defined
in the Underlying Instruments, then the First Out Attachment Ratio shall be the ratio of such “first out” senior secured Indebtedness
(less Unrestricted Cash) to EBITDA, as calculated by the Collateral Manager in good faith using information from calculations consistent
with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the
Underlying Instruments. For the avoidance of doubt, “first out” senior secured Indebtedness refers to all or any portion of
such Loan that constitutes first lien senior secured Indebtedness that is not (and cannot by its terms become) subordinate in right of
payment to any obligation of the relevant Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation
proceedings.


 


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


 






    25


     


    

 


“Floor”:
With respect to any Benchmark, the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement,
the modification, amendment or renewal of this Agreement or otherwise) with respect to LIBOR.


 


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


 


“Funding
Date”: With respect to any Advance, the date on which such Advance is made, which shall be the Business Day following the Business
Day of receipt by the Administrative Agent and Lender 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.


 


“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.


 


“Highest Required
Investment Category”: (i)  With respect to ratings assigned by Moody’s, “Aa2” or “P-1” for
one (1) month instruments, “Aa2” and “P-1” for three (3) month instruments, “Aa3” and “P-1”
for six (6) month instruments and “Aa2” and “P-1” for instruments with a term in excess of six (6) months,
(ii) with respect to rating assigned by S&P, “A-1” for short-term instruments and “A” for long-term instruments,
and (iii) 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 that an Affected Party has notified the Borrower pursuant to Section 2.12(d) are required
to be paid by the Borrower to an Affected Party pursuant to Section 2.12.


 


“Indebtedness”:
With respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price
of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance with customary
trade practices) or that is evidenced by a note, bond, debenture or similar instrument or other evidence of indebtedness customary for
indebtedness of that type, (b) all obligations of such Person under leases that have been or should be, in accordance with GAAP,
recorded as capital leases, (c) all obligations of such Person in respect of acceptances issued or created for the account of such
Person, (d) all liabilities 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, obligations or liabilities of that Person in respect of derivatives,
and (f) all obligations under direct or indirect guaranties in respect of obligations (contingent or otherwise) to purchase or otherwise
acquire, or to otherwise assure a creditor against loss in respect of, indebtedness or obligations of others of the kind referred to in
clauses (a) through (e) above.


 






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


 


“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”:
As to any Person, any other Person (including, in the case of an accountant or lawyer, a firm of accountants or lawyers, and any member
thereof, or an investment bank and any member thereof) who (a) does not have and is not committed to acquire any material direct
or any material indirect financial interest in such Person or in any Affiliate of such Person (other than the payment of any amounts as
compensation for actual services rendered), and (b) is not connected with such Person as an officer, employee, promoter, underwriter,
voting trustee, partner, director or Person performing similar functions. “Independent” when used with respect to any accountant
may include an accountant who audits the books of such Person if in addition to satisfying the criteria set forth above the accountant
is independent with respect to such Person within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute
of Certified Public Accountants.


 


“Independent Manager”:
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.


 


“Ineligible Assignee”:
Any private investment company, investment firm, investment partnership, private equity fund or other private equity investment vehicle.


 


“Initial Assigned
Value”: With respect to any Loan, the “Initial Assigned Value”, if any, set forth on the related Approval Notice
by the Administrative Agent in its sole discretion, or such higher percentage as may be notified by the Administrative Agent to the Collateral
Manager in its sole discretion from time to time.


 


“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.


 






    27


     


    

 


“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, the sum of the amounts determined (with respect to each day during such Accrual Period) in accordance
with the following formula:


 


IR
x P x 1

         D


 


where:


 


	 	IR	=	the Interest Rate for such day;
	 	 	 	 
	 	P	=	the Advances Outstanding on such day; and
	 	 	 	 
	 	D	=	360 days (or, to the extent the Interest Rate for such day is determined pursuant to the proviso of the definition thereof, 365 or 366 days, as applicable).


 


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 Collections”:
All payments of interest, late fees, amendment fees, prepayment fees and premiums, extension fees, consent fees and waiver fees on Loans
and Permitted Investments, including any payments of accrued interest received on the sale of Loans or Permitted Investments and all payments
of principal (including principal prepayments) on Permitted Investments purchased with the proceeds described in this definition, in each
case, received in cash by or on behalf of the Borrower or Collateral Custodian; provided that, Interest Collections shall
not include (x) Sale Proceeds representing accrued interest that are applied toward payment for accrued interest on the purchase
of a Loan and (y) interest received in respect of a Loan (including in connection with any sale thereof), which interest was purchased
with Principal Collections.


 


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


 






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“Interest Rate”:
With respect to any day, a rate per annum equal to (a) the applicable Benchmark for such day plus (b) the Applicable
Spread for such day; provided that, for any day after the occurrence and during the continuance of a Eurodollar Disruption Event,
the “Interest Rate” on that portion of the Advances Outstanding owing to the affected Lender accruing at the applicable Benchmark
shall mean a rate per annum equal to (x) the Base Rate for such day plus (y) the Applicable Spread for such day.


 


“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 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.


 


“IRS”:
The United States Internal Revenue Service.


 


“Joinder
Supplement”: An agreement among the Borrower, a Lender and the Administrative Agent in the form of Exhibit I 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).


 


“Last Out Attachment
Ratio”: With respect to any Eligible Loan as of any date of determination, an amount equal to the Net Senior Leverage Ratio.


 


“Lenders”:
The meaning specified in the Preamble, including Wells Fargo Bank, National Association, 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 and the Borrower as
contemplated by Section 2.1(c).


 


“LIBOR”:
For any day, the greater of (x) zero and (y) (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, if such day is not a Business Day, the immediately preceding Business Day, for a one-month maturity; and (b) if
no rate specified in clause (a) of this definition so appears on Reuters Screen LIBOR01 Page (or any successor or substitute
page), the interest rate per annum 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 loan which represents an obligation of the relevant Obligor that is (a) sourced or originated by the Seller or any of its Affiliates
and which the Borrower acquires or (b) which the Borrower originates or acquires from a third party in the ordinary course of its
business; provided that, any such loan is similar to those typically made to a commercial client or syndicated, sold or participated
to a commercial bank or institutional loan investor or other financial institution in the ordinary course of business.


 






    29


     


    

 


“Loan
File”: For each Loan, the following documents or instruments:


 


(a)            copies
of each of the Required Loan Documents;


 


(b)            to
the extent applicable to such Loan, the final copies for any related subordination agreement, intercreditor agreement, or similar instruments,
assumption or substitution agreement or similar material operative document, in each case together with any amendment or modification
thereto; and


 


(c)            either
(i) copies of any financing statements under the UCC, if any, and any related continuation statements, each showing the Obligor as
debtor and each with evidence of filing thereon, or (ii) copies of any such financing statements certified by the Collateral Manager
to be true and complete copies thereof in instances where the original financing statements have been sent to the appropriate public filing
office for filing.


 


“Loan List”:
The Loan List provided by the Borrower to the Administrative Agent and the Collateral Custodian, in the form of Schedule III hereto,
as such list may be amended, supplemented or modified from time to time in accordance with this Agreement.


 


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


 


“Loan
Tape”: The loan tape to be delivered in connection with each Borrowing Base Certificate, which tape shall include (but not be
limited to) the aggregate OLB of all Loans and, with respect to each Loan, the following information:


 


(a)            name
of the related Obligor;


 


(b)            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;


 


(c)            calculation
of the Cash 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;


 


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


 


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


 


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


 


(g)            scheduled
maturity date;


 






    30


     


    

 


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


 


(i)             LIBOR
floor (if applicable);


 


(j)             OLB;


 


(k)            principal
balance;


 


(l)             Assigned
Value;


 


(m)            Purchase
Price;


 


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


 


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


 


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


 


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


 


(r)            the
date on which such Loan was acquired or originated by the Borrower;


 


(s)            maintenance
capital expenditures and cash taxes paid by the related Obligor during the applicable Relevant Test Period or, if either are unavailable,
a good faith approximation by the Collateral Manager; provided that, the information required under this clause (s) shall
only be updated annually or as otherwise requested by the Administrative Agent;


 


(t)            payment
frequency;


 


(u)            Obligor’s
domicile;


 


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


 


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


 


(x)            revenue
for the applicable Relevant Test Period (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 reasonable determination;


 


(y)            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 reasonable determination;


 






    31


     


    

 


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


 


(aa)          Loan
type (Broadly Syndicated Loan, First Lien Loan, First Lien Middle Market Loan, First Lien Last Out Loan or Second Lien Loan);


 


(bb)         tranche
size; and


 


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


 


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


 


“Market Value”:
With respect to any Broadly Syndicated Loan as of any date of determination, the price (expressed as a percentage of par) as of the immediately
preceding Measurement Date (or, if such date is a Measurement Date, as of such date) determined in the following manner:


 


(a)            by
using the bid side quote determined by any of Loan Pricing Corporation, MarkIt Partners or any other nationally recognized loan pricing
service or broker quote selected by the Collateral Manager and approved in writing by the Administrative Agent; provided that,
if the Administrative Agent or the Equityholder reasonably determines that any such quote is not current or accurate, either of the Administrative
Agent or the Equityholder may reject such quote;


 


(b)            if
the value of a Broadly Syndicated Loan is not determined in accordance with clause (a) above (either because no bid side quote is
available or the Administrative Agent or the Equityholder reasonably rejects any such quote), by using the average of the bid side quotes
determined by three Approved Broker Dealers active in the trading of such asset; or


 


(i)            if
only two such bids can be obtained, the average of the bid side quotes of such two bids; or


 


(ii)            if
only one such bid can be obtained, such bid;


 


provided
that, if the Administrative Agent reasonably determines that the quote of any such Approved Broker Dealer is not current or accurate,
the Administrative Agent may reject such quote; or


 


(c)            if
the value of a Loan is not determined in accordance with clause (a) or (b) above (either because no bid side quote is available
or the Administrative Agent reasonably rejects one or more bid side quotes), by using the value assigned by the Administrative Agent in
a notice thereof sent to the Collateral Manager, the Equityholder and the Collateral Custodian;


 


“Material Action”:
The meaning specified in the Borrower LLC Agreement.


 






    32


     


    

 


“Material
Adverse Effect”: With respect to any event or circumstance, a material adverse effect on (a) the business, assets, financial
condition, operations, performance or properties of the Borrower, (b) 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, (c) the rights and remedies of the Administrative Agent, the Lenders and the Secured Parties with respect to matters arising
under this Agreement or any other Transaction Document, (d) the ability of each of the Borrower or the Collateral Manager to perform
its obligations under any Transaction Document to which it is a party, or (e) the status, existence, perfection, priority or enforceability
of the Administrative Agent’s or the other Secured Parties’, lien on the Collateral.


 


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


 


(a)            (i) reduces,
delays or forgives any or all of the principal amount of such Loan as and when due or (ii) extends or delays (A) the stated
maturity date of such Loan or (B) the required or scheduled amortization for such Loan, and such extension or delay has not been
approved by the Administrative Agent in its sole reasonable discretion;


 


(b)            waives
one or more interest payments, or permits any interest due in cash to be deferred or capitalized and added to the principal amount of
such Loan (other than any such waiver that occurs without any further action in accordance with the terms of the applicable Underlying
Instrument);


 


(c)            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; or


 


(d)            substitutes,
alters or releases (other than as permitted by such Underlying Instruments) all or a material portion of the Underlying Assets securing
such Loan, and each such substitution, alteration or release, as determined in the sole discretion of the Administrative Agent, materially
and adversely affects the value of such Loan; or


 


(e)            amends,
waives, forbears, supplements or otherwise modifies in any way the definition of “Net Senior Leverage Ratio”, “Total
Leverage Ratio”, “Cash Interest Coverage Ratio”, “Recurring Revenue” or “Permitted Liens” (or
any respective comparable definition in its Underlying Instruments, including any adjustment to EBITDA or Adjusted EBITDA or similar definition)
or the definition of any component thereof (including any adjustment to EBITDA or Adjusted EBITDA or similar definition) in a manner that,
in the sole discretion of the Administrative Agent, is materially adverse to the Administrative Agent or any Lender; provided that
in connection with any Revenue Recognition Implementation or any Operating Lease Implementation, the Administrative Agent may waive any
Material Modification resulting from such implementation pursuant to this clause (e);


 


provided
that no Material Modification will be deemed to have occurred with respect to any publicly rated Loan if after the occurrence of any of
the events listed in clause (d) of this definition any of S&P, Fitch or Moody’s (or, if such Loan is rated by some or all
of S&P, Fitch and Moody’s each of S&P, Fitch and Moody’s) has affirmed its public rating of such Loan, in each case
unless such Loan is considered to be “significantly modified” within the meaning of Treasury Regulation §1.1001-3.


 






    33


     


    

 


“Measurement
Date”: Each of the following: (i) the Closing Date; (ii) each date on which the Administrative Agent, by notice
to the Borrower, adjusts the Assigned Value of a Loan following the occurrence of a Value Adjustment Event with respect thereto; (iii) each
Determination Date, (iv) the date of each Transaction and (v) the date of each Discretionary Sale.


 


“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 or was at any time during
the current year or the preceding five (5) years contributed to by the Borrower or any ERISA Affiliate on behalf of its employees.


 


“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 and Collateral Manager in good faith using information from and
calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor in accordance
with the requirements of the related Underlying Instruments.


 


“Non-First Lien Loan”:
A Second Lien Loan or a First Lien Last Out Loan.


 


“Non-Usage Fee”:
A fee with respect to each Accrual Period in an amount equal to the sum for each day during such Accrual Period of (x) the product
of (a) the Unused Facility Amount as of the close of business on such day multiplied by (b) the Non-Usage Fee Rate with
respect to such day, divided by (y) 365.


 


“Non-Usage Fee Rate”:
For each day (a) prior to the six-month anniversary of the Closing Date, 0.50%; (b) on and after the six-month anniversary of
the Closing Date and prior to the twelve-month anniversary of the Closing Date, (i) 0.50% on the first portion of the Unused Facility
Amount up to the product of (x) 75% and (y) the Facility Amount and (ii) 2.00% on the portion of the Unused Facility Amount
in excess of the product of (x) 75% and (y) the Facility Amount; (c) on and after the twelve-month anniversary of the Closing
Date and prior to the Second Amendment Closing Date, (i) 0.50% on the first portion of the Unused Facility Amount up to the product
of (x) 40% and (y) the Facility Amount and (ii) 2.00% on the portion of the Unused Facility Amount in excess of the product
of (x) 40% and (y) the Facility Amount; (d) on and after the Second Amendment Closing Date and up to (and including) the
Third Amendment Closing Date, (i) 0.50% on the first portion of the Unused Facility Amount up to the product of (x) 60% and
(y) the Facility Amount and (ii) 2.00% on the portion of the Unused Facility Amount in excess of the product of (x) 60%
and (y) the Facility Amount; (e) after the Third Amendment Closing Date and prior to the sixth-month anniversary of the Third
Amendment Closing Date, (i) 0.50% on the first portion of the Unused Facility Amount up to the product of (x) 75% and (y) the
Facility Amount and (ii) 2.00% on the portion of the Unused Facility Amount in excess of the product of (x) 75% and (y) the
Facility Amount; and (f) thereafter, (i) 0.50% on the first portion of the Unused Facility Amount up to the product of (x) 40%
and (y) the Facility Amount and (ii) 2.00% on the portion of the Unused Facility Amount in excess of the product of (x) 40%
and (y) the Facility Amount; provided that, for each day from the Third Amendment Closing Date and up to (and including) the
nine-month anniversary of the Third Amendment Closing Date, the Non-Usage Fee Rate shall be (x) 0.00% on the portion of the Unused
Facility Amount up $150,000,000 and (y) otherwise, calculated according to the Non-Usage Fee Rate specified in this definition.


 






    34


     


    

 


“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.


 


“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 fees and disbursements of counsel to the Administrative
Agent, the Collateral Custodian 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.


 


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


 


“OLB”:
For any Loan as of any date of determination, an amount equal to the product of (x) the Assigned Value of such Loan as of such date
of determination, and (y) the principal balance of such Loan outstanding as of such date of determination.


 


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


 






    35


     


    

 


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


 


“Original
Cash Interest Coverage Ratio”: With respect to any Loan, the Cash Interest Coverage Ratio for such Loan on the date of the related
Approval Notice.


 


“Original
Net Senior Leverage Ratio”: With respect to any Loan, the Net Senior Leverage Ratio for such Loan on the date of the related
Approval Notice.


 


“Original
Total Leverage Ratio”: With respect to any Loan, the Total Leverage Ratio for such Loan on the date of the related Approval
Notice.


 


“Other Connection
Taxes”: With respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and
the jurisdiction imposing such Tax (other than connections arising from such Recipient 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 Advance or Transaction Document).


 


“Other
Taxes”: All present or future stamp, court or documentary, intangible, 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 or any other document providing liquidity support, credit enhancement
or other similar support to the Lenders in connection with this Agreement or the funding or maintenance of Advances hereunder, except
any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to a request
by the Borrower).


 


“Partially Eligible
Loan”: Any Loan which meets each of the criteria listed in the definition of “Eligible Loan” other than clause (B) of
such definition, whether or not rejected by the Administrative Agent pursuant to such clause (B).


 


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


 


“Payment
Date”: The sixth Business Day of each calendar month or, if such day is not a Business Day, the next succeeding Business Day,
commencing in January 2020.


 


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


 


“Payment Recipient”:
The meaning specified in Section 11.10(a).


 


“Pension Plans”:
The meaning specified in Section 4.1(w).


 






    36


     


    

 


“Permitted
Investments”: Negotiable instruments or securities or other investments (which may include obligations, deposits, instruments,
investments and securities of or with the Collateral Custodian or any Affiliate of the Collateral Custodian, or of or with issuers for
which the Collateral Custodian or an Affiliate of the Collateral Custodian provides services or receives compensation) that (i) except
in the case of time deposits and investments in money market funds, are represented by instruments in 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, (iii) have payments thereon to the Borrower
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 and (iv) 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 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 any Rating Agency in
the Highest Required Investment Category granted by 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 any Rating Agency;


 


(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+”; or


 


(e)            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 of Moody’s,
S&P and Fitch (if rated by Fitch);


 


provided
that, notwithstanding the foregoing clauses (a) through (e), unless the Borrower and the Collateral Manager have received the written
advice of counsel of national reputation experienced in such matters to the contrary (together with an Officer’s Certificate of
the Borrower or the Collateral Manager to the Collateral Custodian (on which the Collateral Custodian may rely) that the advice specified
in this definition has been received by the Borrower and the Collateral Manager), Permitted Investments may only include obligations or
securities that constitute cash equivalents for purposes of the rights and assets in paragraph (c)(8)(i)(B) of the exclusions from
the definition of “covered fund” for purposes of the Volcker Rule. The Collateral Custodian shall have no obligation to oversee
or monitor compliance with the foregoing.


 






    37


     


    

 


“Permitted
Liens”: Any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been
commenced: (a) Liens for 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, (b) Liens imposed by law, such as bank’s, securities intermediary’s, materialmen’s,
warehousemen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising
by operation of law in the ordinary course of business for sums that are not overdue or are being contested in good faith, (c) Liens
granted pursuant to or by the Transaction Documents and (d) Liens expressly permitted under the Securities Account Control Agreement.


 


“Person”:
An individual, partnership, corporation, company, limited liability company, limited liability partnership, joint stock company, trust
(including a statutory or business 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.


 


“PIK Loan”:
A Loan which provides for a portion of the interest that accrues thereon to be added to the principal amount of such Loan for some period
of the time prior to such Loan requiring the current cash payment of such previously capitalized interest, which cash payment shall be
treated as an Interest Collection at the time it is received.


 


“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 Collections”:
All amounts received by the Borrower or the Collateral Custodian in respect of the Loans, Permitted Investments and Equity Securities
that are not Interest Collections to the extent received in cash by or on behalf of the Borrower or the Collateral Custodian.


 


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


 


“Pro Rata Share”:
With respect to a Lender, the percentage obtained by dividing the amount of the Commitment of (or, after the Revolving Period End Date,
the Advances Outstanding owing to) such Lender (as determined pursuant to the definition of Commitment) by the Facility Amount.


 


“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.


 






    38


     


    

 


“Purchase Date”:
With respect to any Loan, the date of the acquisition or origination of such Loan by the Borrower.


 


“Purchase
Price”: With respect to any Loan, an amount (expressed as a percentage of par) equal to (i) the purchase price (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 and original issue discount) divided by (ii) the
principal balance of such Loan outstanding as of the date of such purchase (exclusive of any interest, Accreted Interest and original
issue discount); provided that, if the ratio of clause (i) to clause (ii) above with respect to a Loan acquired by the
Borrower in the secondary market is equal to 95% or higher, such Loan shall be deemed to have a Purchase Price of 100%.


 


“Qualified
Institution”: A depository institution or trust company organized under the laws of the United States of America 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 S&P, Fitch and Moody’s.


 


“Recipient”:
(a) The Administrative Agent, and (b) any Lender, as applicable.


 


“Recurring Revenue”:
With respect to any Recurring Revenue Loan, the meaning of “Recurring Revenue” or any comparable definition in the related
Underlying Instruments relating to recurring maintenance or support revenues, subscription revenues, and recurring revenues attributable
to software licensed or sold (excluding one-time license revenues) in the Underlying Instruments for such Loan.


 


“Recurring Revenue
Loan”: A Loan that (i) has a related Obligor organized under the law of the United States and is denominated in Dollars,
(ii) is secured by a pledge of collateral, which security interest is validly perfected and first priority under Applicable Law,
(iii) has a related Obligor that is principally engaged in an enterprise software business that derives revenue primarily under contractual
agreements and/or selling software as a service, (iv) is structured or underwritten based on a multiple of the related Obligor’s
Recurring Revenue, and (v) that contains a Recurring Revenue Loan Covenant Flip Scheduled Date (which date is no later than the 3
year anniversary of the date on which the Borrower acquired such Loan; provided that the Administrative Agent may re-designate such Loan
as a First Lien Loan or a Second Lien Loan in its sole discretion if the recurring revenue covenants in the related Underlying Instruments
are replaced (whether by amendment or by operation of such Underlying Instruments) with traditional cash flow leverage lending covenants
(such as those based on total leverage, senior leverage, and interest coverage) (a “Recurring Revenue Reclassification Date”).
For any Loan subject to a Recurring Revenue Reclassification Date, any references to the Senior Leverage Ratio and Interest Coverage Ratio
as of the date on which such Loan was acquired by the Borrower shall be deemed to mean such ratios determined by the Administrative Agent
in its sole discretion as of the Recurring Revenue Reclassification Date.


 






    39


     


    

 


“Recurring Revenue
Loan Cash Liquidity Amount”: With respect to any Recurring Revenue Loan, the meaning of “Unrestricted Cash” or any
comparable definition in the Related Underlying Instruments, or, if no such definition is 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);
provided that cash held in reserve accounts for the purpose of meeting interest payments on indebtedness may be included at the
sole discretion of the Administrative Agent.


 


“Recurring Revenue
Loan Covenant Flip Scheduled Date”: With respect to any Recurring Revenue Loan, as of its date of acquisition by the Borrower,
the scheduled date upon which the covenants for such Loan are to be replaced with traditional cash flow leverage lending covenants (such
as those based on total leverage, senior leverage, and interest coverage) as specified in the original Underlying Instruments for such
Loan.


 


“Recurring Revenue
Loan Gross Leverage Ratio”: With respect to any Recurring Revenue Loan, the ratio for the related Obligor of (a) indebtedness
to (b) Recurring Revenue, as calculated by the Borrower and Collateral Manager in good faith using information from and calculations
consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements
of the related Underlying Instruments.


 


“Recurring Revenue
Reclassification Date”: The meaning specified in the definition of Recurring Revenue Loan.


 


“Reference Time”:
With respect to any setting of any then-current Benchmark means (1) if such Benchmark is LIBOR, 11:00 a.m. (London time) on
the day that is two (2) London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBOR, the
time determined by the Administrative Agent in its reasonable discretion (in consultation with the Borrower)


 


“Reinvestment Notice”:
Each notice required to be delivered by the Borrower pursuant to Section 3.2(a) in respect of any reinvestment, in the
form of Exhibit A-3.


 


“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. Part 221, or any successor regulation.


 






    40


     


    





 


“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 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, Total Leverage
Ratio or Cash Interest Coverage Ratio, as applicable, for such Loan in accordance with the related Underlying Instruments or, if no such
period is provided for therein, each period of the last four 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 four (4) consecutive fiscal quarters have not yet elapsed since the closing date of the relevant Underlying Instruments, “Relevant
Test Period” shall initially include the period from such closing date to the end of the fourth fiscal quarter thereafter, and shall
subsequently include each period of the last four (4) consecutive reported fiscal quarters of such Obligor.


 


“Repayment
Notice”: Each notice required to be delivered by the Borrower pursuant to Section 2.3 in respect of any reduction
in the Facility Amount or repayment of Advances Outstanding, in the form of Exhibit A-2.


 


“Reportable Event”:
The meaning specified in Section 4.1(w).


 


“Reporting
Date”: The date that is the sixth Business Day of each calendar month, with the first Reporting Date occurring in October 2019.


 


“Required Advance
Reduction Amount”: As of any Measurement Date, an amount equal to the greater of (a)(i) Advances Outstanding on such day
minus (ii) the Borrowing Base on such day and (b) zero.


 


“Required
Lenders”: The Lenders representing an aggregate of more than 50% of (a) prior to the earlier to occur of the Revolving
Period End Date or the Termination Date, the aggregate Commitments of the Lenders then in effect and (b) thereafter, the outstanding
Advances; provided that, for the purposes of determining the Required Lenders, in the event that a Lender fails to provide funding
for an Advance hereunder for which all conditions precedent have been satisfied, such Lender, as applicable, shall not constitute a Required
Lender hereunder (and the Commitment of such Lender, as applicable, shall be disregarded for purposes of determining whether the consent
of the Required Lenders has been obtained).


 



    41 



     


    

 


“Required
Loan Documents”:


 


For each Loan, the following documents or instruments:


 


(a)            (1) the
original related executed promissory note (if any) 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 (2) if such promissory note is not issued in the name of the Borrower, 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 third party owner thereof directly to the Borrower and from the Borrower in blank; and


 


(b)            to
the extent applicable for the related Loan, copies of the executed (a) guaranty, (b) credit agreement, (c) loan agreement,
(d) note purchase agreement, (e) sale and servicing agreement, (f) acquisition agreement (or similar agreement) and (g) security
agreement; provided that, to the extent that final copies of the foregoing documents are not available as of the related Funding
Date, the latest available draft copies with the final copies to be delivered within ten (10) Business Days after such Funding Date.


 


“Required Minimum
Equity Amount”: On any day, the greater of (x) the applicable amount set forth in Annex C and (y) the aggregate
OLB of the Loans of the three (3) largest Obligors forming part of the Collateral.


 


“Required
Reports”: Collectively, the Borrowing Base Certificate, the financial statements of Obligors and the Equityholder and the annual
statements as to compliance and the annual Independent public accountant’s report.


 


“Responsible
Officer”: With respect to any Person, any duly authorized officer, 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, 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.


 


“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 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.


 


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


 


“Review
Criteria”: The meaning specified in Section 7.2(b)(i).


 


“Revolving Loan”:
Any Loan (other than a Delayed Draw Loan, but including funded and unfunded portions of revolving credit lines and letter of credit facilities,
unfunded commitments under specific facilities and other similar loans and investments) that under the Underlying Instruments relating
thereto may require one or more future advances to be made to the Obligor by the Borrower.


 



    42 



     


    

 


“Revolving Period”:
The period commencing on the Closing Date and ending on the day preceding the earlier to occur of the Revolving Period End Date or the
Termination Date.


 


“Revolving
Period End Date”: The earlier to occur of (a) July 15, 2023 (as such date may be extended pursuant to Section 2.3(c))
and (b) the Revolving Period Termination Date.


 


“Revolving Period
Termination Date”: The date of the declaration of the Termination Date pursuant to Section 9.2(a).


 


“S&P”:
S&P Global Ratings (or its successors in interest).


 


“Sale
Agreement”: The Loan Sale Agreement, dated as of the Closing Date, between the Seller, as seller, and the Borrower, as purchaser,
as the same may be amended, modified, waived, supplemented or restated from time to time.


 


“Sale
Proceeds”: With respect to any Loan, all proceeds received as a result of the sale of such Loan, net of all out-of-pocket
expenses of the Borrower, the Collateral Manager and the Collateral Custodian incurred in connection with any such sale.


 


“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,
the Seller 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.


 


“Second Amendment
Closing Date”: June 29, 2021


 



    43 



     


    

 


“Second Lien Loan”:
Any Loan that (x)(i) is secured by a pledge of collateral which security interest is validly perfected and second priority security
under Applicable Law (subject to Liens permitted by the applicable Underlying Instruments), (ii) is either pari passu or second
priority in right of payment with the Indebtedness of the holders of the first priority security interest and (iii) pursuant to an
intercreditor agreement between the Borrower and the holder of such first priority security interest, the amount of Indebtedness covered
by such first priority security interest is limited in terms of aggregate outstanding amount or percent of outstanding principal or (y) is
designated by the Administrative Agent as a “Second Lien Loan” on the related Approval Notice.


 


“Secured
Party”: (i) Each Lender, (ii) the Administrative Agent and (iii) the Collateral Custodian.


 


“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, as the pledgor,
the Administrative Agent and Wells Fargo, as the Collateral Custodian and as 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”: 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.


 


“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.


 


“Seller”:
The meaning specified in the Preamble.


 


“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 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.


 


“Special Purpose
Provisions”: The meaning specified in the Borrower LLC Agreement.


 



    44 



     


    

 


“Structuring Fee”:
The meaning specified in Section 2.11(b).


 


“Subsidiary”:
As to any Person, a corporation, partnership 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.


 


“Taxes”:
Any 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 in whole of the Facility Amount 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 Amendment
Closing Date”: October 28, 2021.


 


“Total
Leverage Ratio”: With respect to any Loan for any Relevant Test Period, either (a) the meaning of “Total 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 “Total Leverage Ratio” or comparable definition,
the ratio of (i) the total 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 and Collateral Manager in good faith using information from and calculations consistent
with the relevant compliance statements and financial reporting packages provided by the relevant Obligor in accordance with the requirements
of the related Underlying Instruments.


 


“Transaction”:
The meaning specified in Section 3.2(a).


 


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


 


“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.


 



    45 



     


    

 


“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
Assignment Agreement”: Any assignment and acceptance, assignment and assumption, joinder or other assignment agreement, the
form of which is specified under the applicable Underlying Instruments for use when assigning the related Loan.


 


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


 


“United States”:
The United States of America.


 


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


 


“Unfunded Exposure
Amount”: On any date of determination, with respect to any Loan, the aggregate amount (without duplication) of all (i) unfunded
commitments and (ii) all standby or contingent commitments associated with such Loan.


 


“Unfunded Exposure
Equity Amount”: On any date of determination, an amount equal to the sum, for each Loan, of (a) the Unfunded Exposure Amount
for such Loan minus (b) the product of (i) the Unfunded Exposure Amount for such Loan, (ii) the Advance Rate for
such Loan and (iii) the Assigned Value of such Loan.


 


“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.


 


“Unused Facility
Amount”: At any time, (a) the Facility Amount minus (b) the Advances Outstanding at such time.


 


“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.


 


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


 



    46 



     


    

 


“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 assigned to such term in Section 2.13(g).


 


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


 


(a)            (i) solely
with respect to any First Lien Loan or any First Lien Last Out Loan, the Net Senior Leverage Ratio for any Relevant Test Period of the
related Obligor with respect to such Loan is (A) greater than 3.50 to 1.00 and (B) greater than 0.75 higher than the Original
Net Senior Leverage Ratio and (ii) solely with respect to any Second Lien Loan or any Designated Loan, the Total Leverage Ratio of
the related Obligor with respect to such Loan is (A) greater than 4.00 to 1.00 and (B) greater than 0.75 higher than the Original
Total Leverage Ratio; provided that in connection with any Revenue Recognition Implementation or any Operating Lease Implementation,
the Administrative Agent may retroactively adjust the Net Senior Leverage Ratio or the Total Leverage Ratio for any Loan as determined
on the related Funding Date;


 


(b)            the
Cash Interest Coverage Ratio for any Relevant Test Period of the related Obligor with respect to such Loan is (i) less than 1.50
to 1.00 and (ii) less than 85% of the Original Cash Interest Coverage Ratio (or, if applicable, the Cash Interest Coverage Ratio
as of the related Recurring Revenue Reclassification Date); provided that in connection with any Revenue Recognition Implementation
or any Operating Lease Implementation, the Administrative Agent may retroactively adjust the Cash Interest Coverage Ratio for any Loan
as determined on the related Funding Date;


 


(c)            solely
with respect to Recurring Revenue Loans, the Recurring Revenue Loan Gross Leverage Ratio with respect to such Eligible Loan increases
by greater than 10.0% from such ratio at the time the asset was first acquired by the Borrower;


 


(d)            solely
with respect to Recurring Revenue Loans, either (i) the recurring revenue covenants for such Eligible Loan fail to be replaced with
traditional cash flow leverage lending covenants by the Recurring Revenue Loan Covenant Flip Scheduled Date or (ii) the Recurring
Revenue Loan Covenant Flip Scheduled Date is extended;


 


(e)            solely
with respect to Recurring Revenue Loans, such Loan fails to maintain a liquidity amount of at least (x) 1.20 greater than the applicable
 “liquidity covenant” (or such comparable definition) in the related Underlying Instruments or (y) if such “liquidity
covenant” is not available in the related Underlying Instruments, the amount determined by the Administrative Agent in its sole
discretion and set forth on the applicable Approval Notice for such Loan;


 



    47 



     


    

 







(f)            any
of (i) a payment default under such Loan (after giving effect to any applicable grace or cure periods, but in any case not to exceed
five (5) Business Days, in accordance with the Underlying Instruments) or, (ii) a default under such Loan, together with the
election by any Person or group of Persons authorized to exercise any rights or remedies by the applicable Underlying Instruments (including,
without limitation, the Borrower) to enforce any of their respective rights or remedies (including, without limitation, acceleration of
the Loan) pursuant to the applicable Underlying Instruments;


 


(g)           the
occurrence of a Material Modification with respect to such Loan;


 


(h)           the
occurrence of an Insolvency Event with respect to the related Obligor; or


 


(i)            the
failure to deliver (i) with respect to quarterly reports, any financial statements (including unaudited financial statements) to
the Administrative Agent sufficient to calculate the Net Senior Leverage Ratio, the Total Leverage Ratio or the Cash Interest Coverage
Ratio of the related Obligor by the date that is no later than eighty (80) days after the end of the first, second or third quarter of
any fiscal year and (ii) with respect to annual reports, any audited financial statements to the Administrative Agent sufficient
to calculate the Net Senior Leverage Ratio, the Total Leverage Ratio or the Cash Interest Coverage Ratio of the related Obligor by the
date that is no later than one hundred and sixty (160) days after the end of any fiscal year.


 


“Volcker Rule”:
Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.


 


“Weighted Average
Advance Rate”: As of any date of determination with respect to all Eligible Loans on such date, (a) the sum of the products
for each Eligible Loan of (i) such Eligible Loan’s Advance Rate and (ii) such Eligible Loan’s OLB minus the
portion, if any, of such Eligible Loan’s OLB included in the Excess Concentration Amount divided by (b) the Aggregate
OLB on such date minus the Excess Concentration Amount.


 


“Wells Fargo”:
Wells Fargo Bank, National Association, a national banking association, and its successors and assigns.


 


“Withholding Agent”:
The Borrower, the Collateral Custodian 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 Article 9 of the UCC in the State
of New York, and used but not specifically defined herein, are used herein as defined in such Article 9.


 


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.”


 



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Section 1.4.     Interpretation.


 


In each Transaction Document,
unless a contrary intention appears:


 


(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)            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;


 


(g)            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;


 


(h)            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;


 


(i)            reference
to any delivery or transfer to the Collateral Custodian with respect to the Collateral in this Agreement means delivery or transfer to
the Collateral Custodian for the benefit of the Administrative Agent on behalf of the Secured Parties;


 


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


 


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


 


(l)            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;


 


(m)          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;
and


 



    49 



     


    

 





(n)            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, Borrower and 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) Borrower shall provide
to Administrative Agent a written reconciliation in form and substance reasonably satisfactory to Administrative Agent, between calculations
of such covenant made before and after giving effect to such change in generally accepted accounting principles.


 


ARTICLE II.


 


THE FACILITY


 


Section 2.1.            Advances.


 


(a)            During
the Revolving 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, in an aggregate amount up to the Availability as of the proposed Funding Date of the
Advance; 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 earlier to occur of the Revolving Period End Date or the Termination Date.


 


(b)            Following
the receipt of a Funding Notice during the Revolving Period, 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) an Event of Default, Default or Collateral Manager Default would result therefrom on the date of such Advance or (ii) the
aggregate Advances Outstanding would exceed the Borrowing Base.


 



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(c)            The
Borrower may, with the written consent of the Administrative Agent, add additional Persons 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 and the Borrower a Joinder
Supplement and a representation letter in the form of Exhibit I. Upon such increase, Annex B hereto shall be deemed
to be revised to reflect such increase in such Lender’s Commitment and those terms set forth on Annex C shall be revised
as set forth therein in accordance with such increase. For the avoidance of doubt, on the Closing Date the Facility Amount shall be $150,000,000
and on any subsequent date of determination, the terms set forth on Annex C shall vary in accordance with the Facility Amount then
in effect (including, prior to the earlier to occur of the end of the Revolving Period or the Termination Date, in connection with a permanent
reduction of the Facility Amount). The Borrower, or the Collateral Manager on its behalf, may at any time request Annex C to be
revised so long as it has received prior written consent from the Administrative Agent and the Required Lenders.


 


Section 2.2.            Procedures
for Advances by the Lenders.


 


(a)            Subject
to the limitations set forth herein, 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)            No
later than 3:00 p.m. on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf)
shall deliver:


 


(i)            to
the Administrative Agent and the Collateral Custodian 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;


 


(ii)           to
the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;


 


(iii)          to
the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;


 


(iv)          to
the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount
of such Advance, which amount must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under
a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance
with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loan(s) to be financed
on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLB, Assigned Value and Purchase Price for
each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in
connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (d) include a representation
that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in
Section 2.2(e)). Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and
each Lender after 3:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested or on a day that is
not a Business Day, such Funding Notice shall be deemed to be received by the Administrative 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 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 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) an amount equal to the Availability on such Funding Date.


 



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(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.


 


(e)            Notwithstanding
anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period
End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower
shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a
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), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as
if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s
failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance
to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.


 


Section 2.3.            Reduction
of the Facility Amount; Optional Repayments.


 


(a)            The
Borrower shall be entitled at its option to terminate the Facility Amount in whole or reduce in part the portion of the Facility Amount
that exceeds the sum of the Advances Outstanding, accrued Interest and Breakage Costs; provided that (i) the Borrower shall
provide a Repayment Notice to the Administrative Agent at least (x) ten (10) Business Days prior to such termination of the
Facility Amount in whole and (y) one (1) Business Day prior to such reduction of the Facility Amount in part; (ii) any
partial reduction of the Facility Amount shall be in an amount equal to $2,500,000 and in integral multiples of $250,000 in excess thereof;
and (iii) in the case of such termination or reduction on or prior to the second anniversary of the Closing Date other than in connection
with (i) a refinancing using the proceeds of any (a) other financing in which the Administrative Agent or an Affiliate thereof
holds at least 25% of the aggregate commitments of such replacement or other financing or (b) distributed capital markets offering
or (ii) an amendment and restatement of this Agreement, the Borrower shall pay to the Administrative Agent the applicable Commitment
Reduction Fee in accordance with Section 2.7 or Section 2.8, as applicable. Any request for a reduction or termination
pursuant to this Section 2.3(a) shall be irrevocable. The Commitment of each Lender shall be reduced by an amount equal
to its Pro Rata Share (prior to giving effect to any reduction of Commitments hereunder) of the aggregate amount of any reduction under
this Section 2.3(a).


 



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(b)            The
Borrower shall be entitled at its option, at any time, to reduce Advances Outstanding; provided that (i) the Borrower shall
provide a Repayment Notice to the Administrative Agent at least one (1) Business Day prior to such reduction 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 the Required Advance Reduction Amount is equal to zero) 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 to each Lender (1) instructions
to reduce such Advances Outstanding and (2) funds sufficient to repay such Advances Outstanding together with all accrued Interest
and any Breakage Costs; provided that, the Advances Outstanding will not be reduced unless sufficient funds have been remitted
to pay the related accrued Interest and Breakage Costs, if any, in full. The Administrative Agent shall apply amounts received from the
Borrower pursuant to this Section 2.3(b) to the pro rata reduction of the Advances Outstanding, to the payment
of accrued Interest on the amount of the Advances Outstanding to be repaid and to the payment of any Breakage Costs. Any Advance so repaid
may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period. Any Repayment Notice relating to any repayment
pursuant to this Section 2.3(b) shall be irrevocable.


 


(c)            At
any time after the nine-month anniversary of the Closing Date and on or prior to the date set forth in clause (a) of the definition
of “Revolving Period End Date,” the Borrower may make a request to the Lenders to extend the date set forth in clause (a) of
the definition of “Revolving Period End Date” (and in accordance therewith, the Facility Maturity Date shall be automatically
extended) for an additional period of one (1) year (or such shorter period as determined by the Collateral Manager). Each Lender
shall have the right in its sole discretion to approve or deny any such extension request. Upon written notice from the Administrative
Agent and each Lender agreeing to such extension, the Revolving Period shall be extended to such date as is approved by each Lender for
all purposes hereof (and clause (a) of the definition of “Revolving Period End Date” shall be deemed amended).


 


Section 2.4.            Determination
of Interest and Non-Usage Fee.


 


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


 


Section 2.5.            [Reserved].


 


Section 2.6.            Principal
Repayments.


 


(a)            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.


 


(b)            At
the Borrower’s option in its sole discretion, it may take any of the following actions at any time to reduce the Required Advance
Reduction Amount:


 


(i)            depositing
Cash into the Principal Collection Account;


 


(ii)           repaying
Advances Outstanding in accordance with Section 2.3(b); and/or


 


(iii)          posting
additional Eligible Loans as Collateral.


 



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Section 2.7.            Settlement
Procedures.


 


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


 


(1)            pro
rata to (A) the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided
that, the aggregate amount payable pursuant to this Section 2.7(a)(1)(A), Section 2.7(b)(1)(A) and Section 2.8(1)(A) shall
not exceed $100,000 per annum, and (B) the applicable Governmental Authority for any Tax; provided that, the aggregate
amount payable pursuant to this Section 2.7(a)(1)(B), Section 2.7(b)(1)(B) and Section 2.8(1)(B) shall
not exceed $25,000 per annum;


 


(2)            to
the Collateral Manager, in an amount equal to any accrued and unpaid expenses; provided that, the aggregate amount payable pursuant
to this Section 2.7(a)(2), Section 2.7(b)(2) and Section 2.8(2) shall not exceed $100,000
per annum;


 


(3)            pro
rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any
accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s pro rata share of the Non-Usage Fee for the related
Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such
Lender;


 


(4)            pro
rata to the Administrative Agent and each Lender, all fees and other amounts, including any Increased Costs and Structuring Fee, but
other than the principal of Advances Outstanding, Commitment Reduction Fees and Administrative Expenses, then due to each such Person
under this Agreement;


 


(5)            pro
rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance
Reduction Amount to zero;


 


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


 


(7)            (i) prior
to the Revolving Period End Date, 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 Equity Amount, and (ii) after the end of the Revolving Period, to the Unfunded Exposure
Account in an amount equal to Exposure Amount Shortfall;


 


(8)            pro
rata to each applicable party, to pay all other accrued and unpaid Administrative Expenses and Taxes; and


 



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(9)            (A) during
a Default, to remain in the Interest Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed
by) the Borrower (to be used for any purpose, including distribution to the Equityholder).


 


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


 


(1)            pro
rata to (A) to the extent not paid pursuant to Section 2.7(a)(1)(A), to the Collateral Custodian, in an amount equal
to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(A),
this Section 2.7(b)(1)(A) and Section 2.8(1)(A) shall not exceed $100,000 per annum and (B) to
the extent not paid pursuant to Section 2.7(a)(1)(B), to the applicable Governmental Authority for any Tax; provided
that, the aggregate amount payable pursuant to Section 2.7(a)(1)(B), this Section 2.7(b)(1)(B) and Section 2.8(1)(B) shall
not exceed $25,000 per annum;


 


(2)            to
the extent not paid pursuant to Section 2.7(a)(2), to the Collateral Manager, in an amount equal to any accrued and unpaid
expenses; provided that, the aggregate amount payable pursuant to Section 2.7(a)(2), this Section 2.7(b)(2) and
Section 2.8(2) 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 (A) such Lender’s
share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s
share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any
unpaid Breakage Costs with respect to such Lender;


 


(4)            to
the extent not paid pursuant to Section 2.7(a)(4), pro rata to the Administrative Agent and each Lender, all other
fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment
Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement;


 


(5)            to
the extent not paid pursuant to Section 2.7(a)(5), pro rata to each Lender, if the Required Advance Reduction Amount
is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero;


 


(6)            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;


 



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(7)           during
the Revolving Period, as directed by the Collateral Manager, to (A) repay Advances Outstanding, (B) return cash to the Principal
Collection Account for application in accordance with the terms hereof and/or (C) unless a Default has occurred and is continuing,
or after giving effect to such distribution the Availability is less than zero, to be distributed to (or as directed by) the Borrower
(to be used for any purpose, including distribution to the Collateral Manager);


 


(8)           to
the extent not paid pursuant to Section 2.7(a)(7), to the Unfunded Exposure Account in an amount equal to (i) prior to
the Revolving Period End Date, necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Unfunded Exposure
Equity Amount, and (ii) after the end of the Revolving Period, the Exposure Amount Shortfall;


 


(9)           after
the end of the Revolving Period, to the Lenders to pay the Advances Outstanding;


 


(10)         to
the extent not paid pursuant to Section 2.7(a)(8), pro rata to each applicable party to pay all other Administrative
Expenses and Taxes; and


 


(11)         (A) during
a Default, to remain in the Principal Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed
by) the Borrower (to be used for any purpose, including distribution to the Equityholder).


 


(c)            The
Collateral Manager may, in its sole discretion, direct the Collateral Custodian to make a payment to the Borrower from the Principal Collection
Account on any Business Day other than a Payment Date if, both immediately prior and after giving effect to such payment (i) the
Availability is greater than zero and (ii) no Default or Event of Default has occurred and is continuing.


 


(d)            Subject
to the satisfaction of the applicable conditions set forth in Section 3.2, the Collateral Manager may direct the Collateral
Custodian to withdraw funds on deposit in the Principal Collection Account on any Business Day in order to reinvest such funds in Eligible
Loans to be pledged hereunder.


 


Section 2.8.            Alternate
Settlement Procedures.


 


On each Payment Date following
the occurrence of and during the continuation of an Event of Default, the Collateral Manager (or, after delivery of a Notice of Exclusive
Control, the Administrative Agent) shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and
the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information
set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority:


 


(1)            pro
rata to (A) to the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided
that, the aggregate amount payable pursuant to Section 2.7(a)(1)(A), Section 2.7(b)(1)(A) and this Section 2.8(1)(A) shall
not exceed $100,000 per annum, and (B) to the applicable Governmental Authority for any Tax; provided that, the aggregate
amount payable pursuant to Section 2.7(a)(1)(B), Section 2.7(b)(1)(B) and this Section 2.8(1)(B) shall
not exceed $25,000 per annum;


 



    56 



     


    

 


(2)            to
the Collateral Manager, in an amount equal to any accrued and unpaid expenses; provided that, the aggregate amount payable pursuant
to Section 2.7(a)(2), Section 2.7(b)(2) and this Section 2.8(2) shall not exceed $100,000
per annum;


 


(3)            pro
rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any
accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual
Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender;


 


(4)            pro
rata to the Administrative Agent and each Lender, all other fees and other amounts, including any Increased Costs and Structuring
Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such
Person under this Agreement;


 


(5)            to
the Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall;


 


(6)            pro
rata to the Lenders to pay the Advances Outstanding and any accrued and unpaid Commitment Reduction Fee;


 


(7)            pro
rata to each applicable party, to pay all other Administrative Expenses and Taxes; and


 


(8)            (A) so
long as such Event of Default is continuing, to remain in the Collection Account or (B) otherwise, any remaining amounts shall be
distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Equityholder).


 


Section 2.9.            Collections
and Allocations.


 


(a)            Collections.
The Collateral Manager shall promptly identify any collections received as being on account of Interest Collections or Principal Collections
and shall transfer, or cause to be transferred, all Collections received to the appropriate Collection Account within two Business Days
after such Collections are received. The Collateral Manager shall include a statement as to the amount of Principal Collections and Interest
Collections on deposit on each Reporting Date in the Borrowing Base Certificate delivered pursuant to Section 5.1(p).


 


(b)            Excluded
Amounts. With the prior written consent of the Administrative Agent, the Collateral Manager may withdraw from the Collection Account
any deposits thereto constituting Excluded Amounts if the Collateral Manager has, prior to such withdrawal and consent, delivered to the
Administrative Agent 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.


 



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(c)            Initial
Deposits. On each Funding Date, the Collateral Manager will instruct the related Obligor to deposit all Collections with respect to
Collateral being acquired by the Borrower on such date into the Collection Account.


 


(d)            Investment
of Funds. Unless a Collateral Manager Default or an Event of Default has occurred and is continuing, to the extent there are uninvested
amounts deposited in the Collection Account, all such amounts shall be invested in Permitted Investments selected by the Collateral Manager
on each Payment Date (or pursuant to standing instructions provided by the Collateral Manager); provided that, if a Collateral
Manager Default or an Event of Default has occurred and is continuing, to the extent there are uninvested amounts in the Collection Account,
all such amounts may be invested in Permitted Investments selected by the Administrative Agent (or pursuant to standing instructions provided
by the Administrative Agent). All earnings (net of losses and investment expenses) thereon shall be retained or deposited into the applicable
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.


 


(i)            Amounts
on deposit in the Unfunded Exposure Account may be withdrawn (A) by the Collateral Custodian pursuant to Section 2.9(e)(ii) to
fund any draw requests of the relevant Obligors under any Delayed Draw Loan or Revolving Loan or (B) if the amount on deposit in
the Unfunded Exposure Account exceeds the Aggregate Unfunded Exposure Amount, by the Borrower (or the Collateral Manager on the Borrower’s
behalf) to make a deposit into the Principal Collection Account to the extent of such excess.


 


(ii)           After
the end of the Revolving Period, any draw request made by an Obligor under a Delayed Draw Loan or Revolving Loan, along with wiring instructions
for the applicable Obligor, shall be forwarded by the Collateral Manager (on the Borrower’s behalf) to the Collateral Custodian
(with a copy to the Administrative Agent) along with an instruction to the Collateral Custodian to withdraw the applicable amount from
the Unfunded Exposure Account. Upon receipt of, and in accordance with, such instruction, the Collateral Custodian shall fund such draw
request directly from the Unfunded Exposure Account.


 


(f)            For
all U.S. federal tax reporting purposes, all income earned on the funds invested and allocable to the Accounts is legally owned by the
Borrower (and beneficially owned by the Borrower or the Equityholder). The Borrower is required to provide to Wells Fargo, in its capacity
as Collateral Custodian (i) an IRS Form W-9 or W-8 no later than the date hereof, and (ii) any additional IRS forms (or
updated versions of any previously submitted IRS forms) or other documentation upon the reasonable request of the Collateral Custodian
as may be necessary (a) to reduce or eliminate the imposition of U.S. withholding taxes and (b) to permit the Collateral Custodian
to fulfill its tax reporting obligations under applicable law with respect to the Accounts or any amounts paid to the Borrower. The Borrower
is further required to report to the Collateral Custodian comparable information upon any change in the legal or beneficial ownership
of the income allocable to the Accounts. Wells Fargo, both in its individual capacity and in its capacity as Collateral Custodian, shall
have no liability to the Borrower or any other person in connection with any tax withholding amounts paid, or retained for payment, to
a governmental authority from the Accounts arising from the Borrower’s failure to timely provide an accurate, correct and complete
IRS Form W-9 or W-8 or such other documentation contemplated under this paragraph. For the avoidance of doubt, no funds shall be
invested with respect to such Accounts absent the Collateral Custodian having first received (x) instructions with respect to the
investment of such funds, and (y) the forms and other documentation required by this paragraph.


 



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Section 2.10.         Payments,
Computations, Etc.


 


(a)            Unless
otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Collateral Manager 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
or the Collateral Manager, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts (other
than Advances) not paid or deposited when due hereunder at 5.25% 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 and the Non-Usage Fee, which shall each be based on a year consisting
of 365 or 366 days, as applicable) for the actual number of days elapsed.


 


(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 then due 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 Borrower’s actions or failure to fulfill any condition
under Section 3.2, as the case may be, on the date specified therefor, the Borrower 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, but excluding the Applicable Spread.


 


Section 2.11.         Fees.


 


(a)            The
Collateral Manager on behalf of the Borrower shall pay or cause to be paid in accordance with Sections 2.7 and 2.8, quarterly
in arrears, the applicable Non-Usage Fee.


 


(b)            The
Borrower shall pay or cause to be paid to the Administrative Agent a fee in an amount equal to the product of (x) the Facility Amount
as of the Closing Date and (y) 1.00% (the “Structuring Fee”) The Structuring Fee shall be payable in two equal
installments (i.e. two installments, each equal to one-half of such fee) on the Closing Date and on the earlier to occur of (1) the
Payment Date occurring in April 2020 and (2) the Facility Maturity Date; provided that in the event the Commitments of
the Lenders are terminated in whole pursuant to and in accordance with this Agreement, the entire remaining portion of the Structuring
Fee payable to the Administrative Agent shall become due and payable on the date of such termination.


 



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(c)            The
Collateral Custodian shall be entitled to receive the Collateral Custodian Fee in accordance with Sections 2.7 and 2.8.


 


(d)            The
Borrower shall pay to Cadwalader, Wickersham & Taft LLP as counsel to the Administrative Agent on the Closing Date, its reasonable
estimated fees and out-of-pocket expenses through the Closing Date, and shall pay all additional reasonable fees and out-of-pocket expenses
of Cadwalader, Wickersham & Taft LLP required to be paid by the Borrower hereunder and on the immediately following Payment Date
after its receipt of an invoice therefor in accordance with the terms of Section 2.7 or 2.8, as applicable.


 


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 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), in each case, adopted, made or
implemented after the Closing Date, shall (a) subject any Affected Party to any Taxes (other than (A) Indemnified Taxes, (B) Taxes
described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income 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 Taxes) affecting the ownership interest in the Collateral conveyed to
the Lenders hereunder or 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 later of the next Payment Date and 30 days after receipt by the Borrower of demand
by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall
pay 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.


 


(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, in each case, adopted, made or implemented after the Closing Date, 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 later of the next Payment Date and 30 days after receipt by the Borrower
of demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower
shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction.


 



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(c)            If
as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12 that
occurs after the Closing Date, 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 later of the next Payment Date and 30 days after receipt of a statement describing such costs in reasonable
detail, 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 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.


 


(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 Benchmark shall immediately be converted into Advances Outstanding in respect of which Interest
accrues at the Base Rate in accordance with the definition of “Interest 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. Notwithstanding 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 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, be disadvantageous to such
Lender. In no event will Borrower be responsible for increased amounts referred to in this Section 2.12 which relates to any
other entities to which Lenders provide financing.


 






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(h)            Notwithstanding
anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all rules and regulations
promulgated thereunder or issued in connection therewith and (ii) all requests, rules, guidelines, requirements and directives promulgated
by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United
States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have been introduced after
the Closing Date, thereby constituting a change for which a claim for increased costs or additional amounts may be made hereunder with
respect to the Affected Parties, regardless of the date enacted, adopted or issued.


 


Section 2.13.         Taxes.


 


(a)            Defined
Terms. For purposes of this Section 2.13, the term “applicable law” includes FATCA.


 


(b)            Payments
Free of Taxes. 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 Recipient receives
an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(c)            Payment
of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable
law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 





(d)            Indemnification
by the Borrower. The Borrower shall indemnify each Recipient, on the later of the next Payment Date and 30 days after receipt of a
certificate referred to in the next succeeding sentence, 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 Recipient or required to
be withheld or deducted from a payment to such Recipient 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 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.


 






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(e)            Indemnification
by the Lenders. 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(b) 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
paragraph (e).


 


(f)            Evidence
of Payments. 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.


 


(g)            Status
of Lenders. (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, the Collateral Custodian and the Administrative Agent, at the time or times
reasonably requested by the Borrower, the Collateral Custodian or the Administrative Agent, such properly completed and executed documentation
reasonably requested by the Borrower, the Collateral Custodian 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, the Collateral Custodian
or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower,
the Collateral Custodian or the Administrative Agent as will enable the Borrower, the Collateral Custodian 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 Sections 2.13(g)(ii)(1), (ii)(2) and (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.


 





(ii)           Without
limiting the generality of the foregoing:


 


(1)            any
Lender that is a U.S. Person shall deliver to the Borrower, the Collateral Custodian 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 Custodian or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from
U.S. federal backup withholding tax;


 






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(2)            any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Collateral Custodian 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 Custodian or
the Administrative Agent), whichever of the following is applicable:


 


i.            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;


 


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


 


iii.            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 L-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


 


iv.            to
the extent a Foreign Lender is not the beneficial owner, 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 L-2
or Exhibit L-3, IRS Form W-9, and/or other certification 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 L-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, the Collateral Custodian 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 Custodian 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, the Collateral Custodian or the Administrative Agent to determine the withholding or deduction required to
be made; and


 






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(4)            if
a payment made to a Lender under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower, the Collateral Custodian and the Administrative Agent
at the time or times prescribed by law and at such time or times reasonably requested by the Borrower, the Collateral Custodian 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, the Collateral Custodian or the Administrative Agent
as may be necessary for the Borrower, the Collateral Custodian 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 deduct and
withhold 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, the Collateral Custodian and the Administrative Agent in writing
of its legal inability to do so.


 


(h)            Treatment
of Certain Refunds. 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 paragraph (h) (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 paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant
to this paragraph (h) 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.


 






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(i)             Survival.
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.         Discretionary
Sales.


 


The Borrower shall be permitted
to sell Loans (each, a “Discretionary Sale”) subject to the following conditions:


 


(i)            no
Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary
Sale, no Collateral Manager Default, Default or Event of Default shall have occurred;


 


(ii)           immediately
after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the
prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately
prior to giving effect to such Discretionary Sale;


 


(iii)          the
Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent;


 


(iv)         such
Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction
(i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and
provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title
thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary
Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to
the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement;


 


(v)           on
the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received,
as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding
such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction
Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined
by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection
with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the
Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and
the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above);


 


(vi)          on
the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional
expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and


 






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(vii)         the
aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall
not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed
from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation
with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of
Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary
Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to
reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an
amount equal to the proceeds of such Discretionary Sales.


 


Section 2.15.         Assignment
of the Sale Agreement.


 


The Borrower hereby collaterally
assigns to the Administrative 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 collaterally assigns to the Administrative Agent for the benefit
of the Secured Parties its right to indemnification under the Sale Agreement. The Borrower confirms that the Administrative Agent, on
behalf of the Secured Parties, at any time upon the occurrence and during the continuance of an Event of Default, shall have the right
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 Secured Parties.


 


ARTICLE III.


 


CONDITIONS TO CLOSING AND ADVANCES


 


Section 3.1.           Conditions
to Closing and Initial Advance.


 


Neither any Lender, the Administrative
Agent nor the Collateral Custodian shall 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 reasonably satisfactory to the Administrative Agent.


 





(b)            The
Administrative Agent shall have received reasonably satisfactory evidence that the Borrower, the Equityholder and the Collateral Manager
have 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 each is a party and the consummation of the transactions contemplated hereby or thereby.


 






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(c)            The
Borrower, the Equityholder and the Collateral Manager shall each have delivered to the Administrative Agent a certification in the form
of Exhibit D.


 


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


 


(e)            The
Collateral Manager shall have delivered to the Administrative Agent certification that no Default, Event of Default, Change of Control
or Collateral Manager Default has occurred and is continuing.


 


(f)            The
Administrative Agent shall have received, with a counterpart for each Lender, the executed legal opinion or opinions of Schulte Roth &
Zabel LLP counsel to the Borrower, covering (i) enforceability, grant and perfection of the security interests on the Collateral
and (ii) non-consolidation of the Borrower with the Equityholder, in each case in form and substance reasonably acceptable to the
Administrative Agent.


 


(g)            The
Administrative Agent and each Lender shall have received copies of the Credit and Collection Policy.


 


(h)            The
Administrative Agent and the Lenders 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 Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
Public Law 107-56.


 


(i)            The
UCC-1 financing statements naming (1) the Borrower as debtor and the Administrative Agent as secured party, and (2) the Seller
as debtor, the Administrative Agent as assignee secured party and the Borrower as assignor secured party are in proper form for filing
in the filing office of the appropriate jurisdiction and shall have been filed (or will be concurrently filed on the Closing Date or within
one (1) Business Day thereafter) and, when filed, together with the Securities Account Control Agreement, are effective to perfect
the Administrative Agent’s security interest in the Collateral such that the Administrative Agent’s security interest in the
Collateral ranks senior to that of any other creditors of the Borrower, Equityholder or Seller (whether now existing or hereafter acquired),
subject only to Permitted Liens.


 


(j)            The
Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority,
evidencing the good standing of the Borrower, the Equityholder and the Collateral Manager (i) in the jurisdiction of its organization
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.


 






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(k)            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 the Equityholder, and bankruptcy
and pending lawsuits with respect to the Borrower and the Equityholder and the results of such search shall be satisfactory to the Administrative
Agent.


 


(l)             The
Administrative Agent and the Lenders shall have received the fees (including fees, disbursements and other charges of the Administrative
Agent) to be received on the Closing Date referred to herein to the extent invoiced at least two (2) Business Days prior to the Closing
Date.


 


(m)           The
Equityholder shall have raised at least $250,000,000 in capital commitments from the investors of the Equityholder.


 


Section 3.2.           Conditions
Precedent to All Advances and Reinvestments.


 


(a)            Each
Advance and each reinvestment of Principal Collections pursuant to Section 2.7(d) (each, a “Transaction”)
shall be subject to the further conditions precedent that:


 


(i)            with
respect to any Advance, the Collateral Manager shall have delivered to the Administrative Agent (with a copy to the Collateral Custodian)
no later than 3:00 p.m. one (1) Business Day prior to the related Funding Date:


 


(1)            the
documents required by Section 2.2(b) and a Loan List; and


 


(2)            a
certificate of assignment substantially in the form of Exhibit F containing such additional information as may be reasonably
requested by the Administrative Agent and each Lender or, with respect to any Loan with respect to which the Borrower is not party to
any Underlying Instrument other than the relevant credit agreement, an assignment agreement in accordance with the requirements set forth
in clause (a) of the definition of “Required Loan Documents”;


 


(ii)            with
respect to any reinvestment of Principal Collections permitted by Section 2.7(d), the Collateral Manager shall have delivered
to the Administrative Agent (with a copy to the Collateral Custodian), no later than 3:00 p.m. one (1) Business Day prior to
the day of any such reinvestment:


 


(1)            a
Reinvestment Notice in the form of Exhibit A-3 and a Borrowing Base Certificate, executed by the Collateral Manager and the
Borrower; and


 


(2)            a
certificate of assignment substantially in the form of Exhibit F containing such additional information as may be reasonably
requested by the Administrative Agent and each Lender or, with respect to any Loan with respect to which the Borrower is not party to
any Underlying Instrument other than the relevant credit agreement, an assignment agreement in accordance with the requirements set forth
in clause (a) of the definition of “Required Loan Documents”;


 






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(b)            On
the date of such Transaction the following shall be true and correct and the Borrower and the Collateral Manager shall have certified
in the related Borrower’s Notice that all conditions precedent to the requested Transaction have been satisfied and shall thereby
be deemed to have certified that:


 


(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 as though made on and as of such day and shall be deemed to have been made on 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 an Event of Default,
Default or Collateral Manager Default;


 


(iii)          On
and as of such day, after giving effect to such Transaction, the Availability is greater than or equal to zero;


 


(iv)          On
and as of such day, the Borrower and the Collateral Manager each has performed all of the covenants and agreements contained in this Agreement
to be performed by such Person on or prior to such day; and


 


(v)           No
Applicable Law prohibits or enjoins the making of such Advance by any Lender or the proposed reinvestment of Principal Collections.


 


(c)            The
Revolving Period End Date or the Termination Date shall not have occurred;


 


(d)            On
the date of such Transaction, the Administrative Agent shall have received such other approvals, opinions or documents as the Administrative
Agent may reasonably require;


 


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


 


(f)            The
Borrower shall have paid all fees then required to be paid and, without duplication of Section 2.11(d), shall have reimbursed
the Lenders, the Collateral Custodian and the Administrative Agent for all fees, costs and expenses then required to be paid of closing
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, the Collateral Custodian and the Administrative Agent;


 


(g)            The
Borrower shall have received a copy of the related Approval Notice;


 





(h)            In
connection with each Transaction, the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent),
no later than 3:00 p.m. on the date of the related Transaction, (i) a Loan File with respect to each Loan proposed to be acquired
by the Borrower in connection with such Transaction, and (ii) a faxed or an emailed copy of the duly executed original promissory
notes for each Loan in respect of which a promissory note is issued (or, in the case of any Noteless Loan, a fully executed assignment
agreement), and, if any Loans are closed in escrow, a written certification from the closing attorneys of such Loan confirming the possession
of the Required Loan Documents and that all documentary conditions to such Loan have been satisfied; provided that, notwithstanding
the foregoing, the Borrower shall cause the Required Loan Documents to be in the possession of the Collateral Custodian within ten (10) Business
Days of any related Purchase Date with respect to any Loan.


 






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(i)             On
or prior to the date of the initial Advance, the Administrative Agent shall have received evidence satisfactory to it in its sole discretion
that at least the Required Minimum Equity Amount (which may include capital contributions in Cash, securities or Loans) has been deposited
by the Equityholder into the Principal Collection Account or has been credited to the Collateral Account.


 


(j)             To
the extent any Loans being acquired by the Borrower in connection with such Transaction are being purchased from the Seller, 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 Schulte Roth & Zabel LLP on the Closing Date is acceptable to
the Administrative Agent and satisfies the requirements of this Section 3.2(j), so long as such sales are made in accordance
with the facts described in such opinion and pursuant to the Sale Agreement).


 


The failure of the Borrower
to satisfy any of the foregoing conditions precedent in respect of any Advance (which has not been waived by the Administrative Agent)
shall give rise to a right of the Administrative Agent, which right may be exercised at any time on the demand of the Administrative Agent,
to rescind the related Advance and direct the Borrower to pay to the Administrative Agent for the benefit of the Lenders an amount equal
to the 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
Administrative Agent shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form
at the Collateral Custodian’s offices set forth in Section 5.5(c). Any successor Collateral Custodian shall be a state
or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution.


 


(b)            Each
time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted
Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if such Loan or Permitted Investment has not already
been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian,
cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary
consents) to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms
of this Agreement. The security interest of the Administrative Agent in the funds or other property utilized in connection with such acquisition
shall, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager
hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument)
or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments.


 






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(c)            The
Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted
Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by the Collateral Custodian to the Collateral
Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian by one
of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative 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 Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering
such Instrument or Security Certificate to the Collateral Custodian at the Corporate Trust Office and (B) causing the Collateral
Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its
offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8
or Section 7.9);


 


(ii)           in
the case of an Uncertificated Security, by (A) causing the Administrative 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;


 


(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 Administrative Agent as secured party and
covering the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the
State of Delaware.


 


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


 






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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:


 


(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 and is in good standing as a limited liability company in its
jurisdiction of formation, and (ii) has obtained all necessary qualifications, licenses and approvals, in all jurisdictions in which
the ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except where the
failure to be so qualified or to have obtained such licenses or approvals could not reasonably be expected to have a Material Adverse
Effect.


 


(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 transfer and assignment of
an ownership and 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 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) in any material respect 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 Borrower’s certificate of formation, operating
agreement 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 or (iii) violate any
Applicable Law in any material respect.


 






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(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 indenture or other 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 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.


 


(j)             Solvency.
The Borrower is not the subject of any Insolvency Proceedings 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.


 


(k)            Taxes.


 


(i)            The
Equityholder is and has always been a U.S. Person.


 


(ii)           The
Borrower is a “disregarded entity” of the Equityholder for U.S. federal income tax purposes.


 


(iii)          The
Borrower has filed or caused to be filed all U.S. federal and other material tax and information returns that are required to be filed
by it and has paid or made adequate provisions for the payment of all U.S. federal and other material Taxes and all material assessments
made against it or any of its property (other than any amount of Tax that is not yet due or the validity of which is currently being contested
in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of
the Borrower or the Equityholder, as applicable), and no U.S. federal or other material tax lien (other than a Permitted Lien in respect
of Taxes) has been filed and, to the Borrower’s knowledge, no claim is being asserted with respect to any such Tax, fee or other
charge (other than any claim the validity of which is currently being contested in good faith by appropriate proceedings and with respect
to which reserves in accordance with GAAP have been provided on the books of the Borrower or the Equityholder, as applicable).


 






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(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. The foregoing shall not restrict the receipt by the Borrower of any Equity Security
as a result of a workout or restructuring of any Obligor of a Loan.


 


(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 Administrative 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 constitutes 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 Administrative 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


 


(3)            the
Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has
not instructed the securities intermediary of any Account to comply with the entitlement order of any Person other than the Administrative
Agent; provided that, until the Administrative 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 distributed in accordance with
this Agreement.


 






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(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 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 Administrative Agent, on behalf of the Secured Parties;


 


(vii)         the
Borrower has taken all necessary steps to authorize the Administrative Agent to file 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 Administrative Agent, on behalf of the Secured Parties, pursuant to this 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) in favor of the Administrative Agent, (B) relating to the security
interest, if any, granted to the Borrower under the Sale Agreement or (C) that has been terminated and/or fully and validly assigned
to the Administrative Agent or the Borrower on or prior to the date hereof. There are no judgments against the Borrower that would constitute
an Event of Default;


 


(ix)           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 Collateral Custodian;


 


(x)            the
Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral
Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note (if any) that evidence all Loans evidenced
by a promissory note solely on behalf of the Administrative Agent for the benefit of the Secured Parties;


 


(xi)           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 Administrative Agent on behalf of the Secured Parties;


 


(xii)          with
respect to Collateral that constitutes an Uncertificated Security, the Borrower has caused the Administrative Agent to gain “control”
of such Collateral pursuant to Section 8-106(c) of the UCC and such control remains effective; and


 






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


 


(n)            Reports
Accurate. All information, exhibits, financial statements, documents, books, records or reports furnished or to be furnished by the
Borrower or the Seller to the Administrative Agent or any Lender in connection with this Agreement are true, complete and correct in all
material respects.


 





(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 Employer Identification Number is that of the Equityholder and is correctly set forth on Exhibit D.
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 (or, if less, the period of
time since its formation).


 


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


 


(q)            Legal
Name. The Borrower’s exact legal name is New Mountain Guardian III SPV, L.L.C.


 


(r)            Sale
Agreement. The Sale Agreement (together with each assignment agreement to be delivered pursuant thereto and each Underlying Assignment
Agreement) is the only agreement pursuant to which the Borrower has purchased or will purchase, or acquire by way of contribution, Collateral
from the Seller or any Affiliate of the Seller, except as otherwise provided in Section 2.3 of the Sale Agreement.


 


(s)            Value
Given. The Borrower shall have given reasonably equivalent value to (i) the Seller in consideration for the transfer to the Borrower
of the Collateral pursuant to the Sale Agreement and (ii) 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.
The Borrower accounts for the transfers to it of interests in Collateral as sales for legal (other than tax) purposes on its books, records
and financial statements, in each case consistent with GAAP and with the requirements set forth herein.


 


(u)            Special
Purpose Entity. The Borrower has not and shall not:


 


(i)            engage
in any business or activity other than the purchase, receipt and management of Collateral, the transfer and pledge of Collateral under
the Transaction Documents and such other activities as are incidental thereto;


 


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


 






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(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;


 





(iv)          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 or modify (other than in accordance
with the terms hereof and thereof), terminate or fail to comply with the provisions of, its operating agreement, or fail to observe limited
liability company formalities;


 


(v)           own
any Subsidiary or make any Investment in any Person (other than Permitted Investments) without the consent of the Administrative Agent;


 


(vi)          except
as permitted by this Agreement, 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 bank accounts separate and apart from those of any other Person, other than as expressly provided in the Transaction Documents;


 


(x)            enter
into any contract or agreement with any Person, except (a) the Transaction Documents, (b) the documents specifically contemplated
by the Borrower LLC Agreement, (c) 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 arms-length basis with third parties other than such Person and (d) as
otherwise permitted under the Transaction Documents;


 


(xi)           seek
its dissolution or winding up in whole or in part;


 


(xii)          fail
to correct any known misunderstandings regarding the separate identity of the Borrower and the Equityholder or any principal or Affiliate
thereof or any other Person;


 


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


 






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(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 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 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 company records and books of account; provided, however, that the Borrower’s assets and liabilities
may be included in a consolidated financial statement of the Equityholder so long as the separateness of the Borrower from the Equityholder
and the unavailability of the Borrower’s assets and credit to satisfy the debts and other obligations of the Equityholder are disclosed
by the Equityholder within all public filings that contain such consolidated financial statements;


 


(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)         acquire
the obligations or securities of its Affiliates or stockholders;


 


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


 


(xxiii)       fail
to use separate checks bearing its own name;


 


(xxiv)       pledge
its assets to secure the obligations of any other Person;


 


(xxv)        (A) fail
at any time to have at least one (1) independent manager or director (the “Independent Manager”) who is not currently
(a) a manager, officer, employee or Affiliate of the Borrower or the Equityholder or any major creditor, or a manager, officer or
employee of any such Affiliate (other than an independent manager or similar position of the Borrower, the Equityholder or an Affiliate),
or (ii) the beneficial owner of any limited liability company interests of the Borrower or any voting, investment or other ownership
interests of any Affiliate of the Borrower or of any major creditor or (B) fail to ensure that all limited liability company action
relating to the selection, maintenance or replacement of the Independent Manager are duly authorized by the unanimous vote of the board
of managers (including the Independent Manager) except as otherwise permitted pursuant to the Borrower LLC Agreement;


 






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(xxvi)       fail
to provide that the unanimous consent of all members or managers (including the consent of the Independent Manager) is required for the
Borrower to take any Material Action; and


 


(xxvii)      take
or refrain from taking, as applicable, each of the activities specified in the non-consolidation opinion of Schulte Roth & Zabel
LLP, dated as of the date hereof upon which the conclusions expressed therein are based.


 


(v)            1940
Act. The Borrower is not required to register as an “investment company” within the meaning of the 1940 Act.


 


(w)            ERISA.
Except as would not reasonably be expected to constitute a Material Adverse Effect, (i) the present value of all benefits vested
under all “employee pension benefit plans,” as such term is defined in Section 3 of ERISA which are subject to Title
IV of ERISA and maintained by the Borrower, or in which employees of the Borrower are entitled to participate, other than a Multiemployer
Plan (the “Pension Plans”), does not exceed the value of the assets of the Pension Plan allocable to such vested benefits
(based on the value of such assets as of the most recent annual financial statements reflecting such amounts), (ii) no non-exempt
prohibited transactions, failures to satisfy minimum funding standards, withdrawals or reportable events within the meaning of 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,
(each a “Reportable Event”) have occurred with respect to any Pension Plans that, in the aggregate, could subject the
Borrower to any material tax, penalty or other liability and (iii) no notice of intent to terminate a Pension Plan has been filed,
nor has any Pension Plan been terminated under Section 4041(f) of ERISA, nor has the Pension Benefit Guaranty Corporation instituted
proceedings to terminate, or appoint a trustee to administer a Pension Plan and no event has occurred or condition exists that might constitute
grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan.


 


(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 in any material respect 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)            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.


 






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(z)            Amendments.
No Loan has been amended, modified or waived, except for amendments, modifications or waivers, if any, to such Collateral otherwise permitted
under Section 6.4(a) and in accordance with the Credit and Collection Policy.


 


(aa)          Full
Payment. As of the Funding Date thereof, the Borrower has no knowledge of any fact which should lead it to expect that any Loan will
not be repaid by the related 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)          Members
of the Borrower. The sole member of the Borrower is a U.S. Person.


 


(dd)         Sanctions.
None of the Borrower nor any Person directly or indirectly Controlling the Borrower (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 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 promptly after becoming aware of any breach of this section.


 


(ee)          Beneficial
Ownership Certification. The information included in the Beneficial Ownership Certification is true and correct in all respects as
of the Closing Date. The Borrower will notify each Lender and Administrative Agent in writing promptly after becoming aware of any change
in such information.


 


The representations and warranties
in Section 4.1(m) shall survive the termination of this Agreement and such representations and warranties may not be
waived by any party hereto without the consent of the Administrative Agent.


 


Section 4.2.           Representations
and Warranties of the Borrower Relating to the 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 security agreement within the meaning of Section 9-102(a)(73) of the UCC as in
effect from time to time in the State of New York. Upon the delivery to the Collateral Custodian of all Collateral constituting “instruments”
and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral
Custodian’s office set forth in Section 5.5(c) is located), the crediting of all Collateral that constitutes Financial
Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements
described in Section 4.1(m) in the jurisdiction in which the Borrower is located, the security interest created hereby
shall be 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 9 of the UCC as in effect from time to time in the State of New York.


 






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(b)            Eligibility
of Collateral. The Borrower has conducted such due diligence and other review as it considered necessary with respect to the Loans
set forth on Schedule III. As of the Closing Date and each Funding Date, (i) the Loan List and the information contained in
each Funding Notice delivered pursuant to Section 2.2, is an accurate and complete listing in all material respects 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 in all material respects as of the related Funding Date, (ii) each
such Loan included in the Borrowing Base is an Eligible Loan, (iii) each Loan included in the Collateral is free and clear of any
Lien of any Person (other than Permitted Liens) and in compliance with all Applicable Laws in all material respects and (iv) with
respect to each Loan included in the Collateral, all material consents, licenses, approvals or authorizations of or registrations or declarations
of any Governmental Authority or any Person required to be obtained, effected or given by the Borrower in connection with the transfer
of an ownership interest or security interest in such Collateral to the Administrative Agent as agent for the benefit of the Secured Parties
have been duly obtained, effected or given and are in full force and effect.


 


(c)            No
Fraud. Each Loan was acquired by the Borrower 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 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.


 


(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 in good
standing or to have obtained such licenses or approvals could not reasonably be expected to have a Material Adverse Effect.


 






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(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, operating agreement
or any Contractual Obligation of the Collateral Manager, (ii) result in the creation or imposition of any Lien (other than Permitted
Liens) upon any of the Collateral Manager’s properties pursuant to the terms of any such Contractual Obligation, other than this
Agreement, or (iii) violate any Applicable Law in any material respect.


 


(f)             No
Proceedings. There is no litigation, proceeding or investigation pending or, to the knowledge of the Collateral Manager, 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 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, exhibits, financial statements, documents, books, records or reports furnished or to be furnished by the
Collateral Manager to the Administrative Agent or any Lender in connection with this Agreement are true, complete and correct in all material
respects.


 


(i)             Collections.
The Collateral Manager acknowledges that all Collections received by it or its Affiliates with respect to the Collateral transferred or
pledged hereunder are held and shall be held in trust for the benefit of the Secured Parties until deposited into the Collection Account
within two (2) Business Days from receipt as required herein.


 


(j)             Solvency.
The Collateral Manager is not the subject of any Insolvency Proceedings or Insolvency Event. The transactions under the Transaction Documents
to which the Collateral Manager is a party do not and will not render the Collateral Manager not Solvent.


 






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(k)            Taxes.
The Collateral Manager is a U.S. Person and is treated as a disregarded entity for U.S. federal income tax purposes. The Collateral Manager
has filed or caused to be filed all U.S. federal and other material tax and information returns that are required to be filed by it (if
any).


 


(l)             ERISA.
Except as would not reasonably be expected to constitute a Material Adverse Effect, (i) the present value of all benefits vested
under all Pension Plans of the Collateral Manager does not exceed the value of the assets of the Pension Plan allocable to such vested
benefits (based on the value of such assets as of the most recent annual financial statements reflecting such amounts), (ii) no Reportable
Events have occurred with respect to any Pension Plans that, in the aggregate, could subject the Collateral Manager to any material tax,
penalty or other liability and (iii) no notice of intent to terminate a Pension Plan has been filed, nor has any Pension Plan been
terminated under Section 4041(f) of ERISA, nor has the Pension Benefit Guaranty Corporation instituted proceedings to terminate,
or appoint a trustee to administer a Pension Plan and no event has occurred or condition exists that might constitute grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan.


 


(m)           1940
Act. The Collateral Manager is regulated as a business development company under the 1940 Act.


 


(n)            Compliance
with Law. The Collateral Manager has complied in all material respects with all Applicable Law to which it may be subject, and no
item of Collateral contravenes in any material respect 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).


 


(o)            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 its formation date.


 


(p)            Actions
of the Collateral Manager. The Collateral Manager acknowledges and agrees that, as of the date hereof, all of the Loans owned by the
Borrower as of the Closing Date (or subject to irrevocable commitments to purchase by the Borrower for settlement (as participations or
assignments) after the Closing Date) are owned by way of an assignment (and not a participation) and are as set forth on Schedule III
and hereby consents to the acquisition by the Borrower on the Closing Date (or, in respect of Loans with respect to which the Borrower
has entered into irrevocable commitments to purchase as of the Closing Date for settlement after the Closing Date) of each Loan set forth
on Schedule III.


 


(q)            Sanctions.
None of the Collateral Manager nor any Person directly or indirectly Controlling the Collateral Manager (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 not
cause the Obligations to be repaid 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 to be in breach of any Sanctions. The Collateral Manager will notify each Lender
and Administrative Agent in writing promptly after becoming aware of any breach of this section.


 






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Section 4.4.            Representations
and Warranties of the Collateral Custodian.


 


The Collateral Custodian in
its individual capacity and as Collateral Custodian 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 Custodian
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 Custodian, 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 indenture, contract, agreement,
mortgage, deed of trust, or other instrument to which the Collateral Custodian 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 Custodian.


 


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


 


(f)             Validity,
Etc. This Agreement constitutes the legal, valid and binding obligation of the Collateral Custodian, enforceable against the Collateral
Custodian 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).


 






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Section 4.5.            Representations
and Warranties of the Seller.


 


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


 


(a)             Eligibility
of Collateral. The Seller has conducted the due diligence and other review it considered necessary with respect to each Loan acquired
by the Borrower from the Seller. As of each date the Borrower acquires any Loan from the Seller, (i) each such Loan included in the
Borrowing Base is an Eligible Loan and (ii) each such Loan included in the Collateral is free and clear of any Lien of any Person
(other than Permitted Liens and any Lien which will be released contemporaneously with the acquisition thereof by the Borrower) and in
compliance in all material respects with all Applicable Laws.


 


(b)            No
Fraud. Each Loan originated by an unaffiliated third party was, to the Seller’s knowledge as of the date of the transfer by
the Seller to the Borrower of such Loan, originated without any fraud or material misrepresentation.


 


(c)            Sanctions.
None of the Seller nor any Person directly or indirectly Controlling the Seller (i) is a Sanctioned Person; (ii) is Controlled
by or is acting on behalf of a Sanctioned Person; (iii) is, to the Seller’s knowledge, under investigation for an alleged breach
of Sanction(s) by a governmental authority that enforces Sanctions; or (iv) will not cause the Obligations to be repaid 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 to be in breach of any Sanctions. The Seller will notify each Lender and Administrative Agent in writing promptly after
becoming aware of any breach of this section.


 


ARTICLE V.


 


GENERAL COVENANTS


 


Section 5.1.            Affirmative
Covenants of the Borrower.


 


The Borrower covenants and
agrees with the Lenders that during the Covenant Compliance Period:


 


(a)            Compliance
with Laws. The Borrower will comply in all material respects with all Applicable Laws, including those with respect to the Collateral
or any part thereof.


 


(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 has had,
or could reasonably be expected to have, a Material Adverse Effect and (iii) maintain the Borrower LLC Agreement in full force and
effect.


 


(c)            Performance
and Compliance with Collateral. The Borrower will, at its expense, timely and fully perform and comply (or, by exercising its rights
thereunder, cause the Seller to perform and comply pursuant to the Sale Agreement) 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.


 






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(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
in all material respects. The Borrower will permit any representatives designated by the Administrative Agent to visit and inspect the
financial records and the properties of such person upon reasonable advance notice and during normal business hours 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 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; provided that the right of the Administrative Agent provided herein to visit and inspect the financial
records and properties of the Borrower shall be limited to not more than one such visit and inspection in any fiscal year; provided
further that, during the continuance of a Collateral Manager Default or an Event of Default, there shall be no limit to the number
of such visits and inspections, and after the resolution of such Collateral Manager Default or 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, the Borrower will (i) acquire such Collateral pursuant to and in accordance
with the terms of the Sale Agreement or directly from the Equityholder or a third party, (ii) (at the Collateral Manager’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 Collateral
Manager’s expense), effective financing statements against the Obligor 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, and (iii) 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.


 


(f)             Deposit
of Collections.


 


(i)             The
Borrower shall, or shall cause the Collateral Manager to, instruct each Obligor to deliver all Collections to the applicable Collection
Account.


 


(ii)            The
Borrower shall promptly (but in no event later than two (2) Business Days after receipt) deposit all Collections received by such
party in respect of the Collateral into the appropriate Collection Account as set forth in clause (i) above.


 


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


 






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(h)            Credit
and Collection Policy. The Borrower will (a) comply in all material respects with the Credit and Collection Policy in regard
to the Collateral, and (b) furnish to the Administrative Agent prior to its effective date, prompt written notice of any changes
in the Credit and Collection Policy. The Borrower will not agree to or otherwise permit to occur any material change in the Credit and
Collection Policy without the prior written consent of the Administrative Agent; provided that, no consent shall be required from
the Administrative Agent in connection with any change mandated by Applicable Law or a Governmental Authority as evidenced by an Opinion
of Counsel to that effect delivered to the Administrative Agent.


 


(i)             Events
of Default. Promptly following the Borrower’s knowledge or notice of the occurrence of any Event of Default or Default, the
Borrower will provide the Administrative Agent with written notice of the occurrence of such Event of Default or Default of which the
Borrower has 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 and the action that the Borrower proposes to take with respect thereto.


 


(j)             Obligations
and Taxes.


 


(i)             The
Borrower shall pay its material Indebtedness and other obligations promptly and in accordance with their terms and pay and discharge promptly
when due all U.S. federal and other material Taxes and withholding Tax obligations before the same shall become delinquent or in default,
as well as all lawful claims for labor, materials and supplies or otherwise that, if unpaid, might give rise to a Lien (other than Permitted
Liens) upon such properties or any part thereof and enforce all material indemnities and rights against Obligors in accordance with this
Agreement and all rights against the Seller under the Sale Agreement or with respect to any U.S. federal and other material Tax or withholding
Tax; provided, that such payment and discharge shall not be required with respect to any such U.S. federal and other Taxes or other
obligations so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the Borrower and/or
the Equityholder, as appropriate, shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP and
such contest operates to suspend collection of the contested obligation or Taxes and enforcement of a Lien.


 


(ii)            The
Borrower will be a “disregarded entity” of the Equityholder for U.S. federal income tax purposes.


 


(iii)           The
Borrower will file or cause to be filed all material tax and information returns that are required to be filed by it (if any).


 


(k)            Use
of Proceeds. The Borrower will use the proceeds of the Advances only to originate or acquire Loans, to fund draws under Delayed Draw
Loans and Revolving Loans, to make distributions to its member in accordance with the terms hereof or to pay related expenses (including
expenses payable hereunder).


 


(l)             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.


 






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(m)           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 and other Permitted Liens and Liens expressly permitted under the Securities Account Control Agreement.


 


(n)            Notices.
The Borrower will furnish (or cause the Equityholder to furnish) to the Administrative Agent:


 


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


 


(ii)            Representations
and Warranties. Promptly after receiving knowledge or notice 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 the Borrower
which would render any of the said representations and warranties untrue as of such Funding Date;


 


(iii)           ERISA.
Promptly after receiving notice of any “reportable event” (as defined in Title IV of ERISA) with respect to the Borrower (or
any ERISA Affiliate thereof), a copy of such notice;


 


(iv)           Proceedings.
As soon as possible and in any event within three (3) Business Days after an executive 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 Secured Parties’ interest in the Collateral, or the Borrower,
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 Secured Parties’ interest in the
Collateral, or the Borrower, the Collateral Manager or the Equityholder in excess of $1,000,000 shall be deemed to be material for purposes
of this Section 5.1(n);


 


(v)            Notice
of Certain Events. Promptly upon becoming aware thereof, notice of (1) any Collateral Manager Default, (2) any Value Adjustment
Event, (3) any Change of Control, (4) any other event or circumstance 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
Purchase Date in respect of such Loan) listed in the definition of “Eligible Loan”, and (6) of the occurrence of any
event of default by an Obligor on any Loan (after giving effect to any grace period under the related Underlying Instruments);


 






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(vi)           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 or the Equityholder; provided
that, the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under
the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a
valid, legal and perfected security interest in all the Collateral;


 


(vii)          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; and


 


(viii)         Removal
and Resignation of Independent Manager. No less than five (5) Business Days prior to any removal of the Independent Manager of
any such removal, and within five (5) Business Days after any resignation of the Independent Manager.


 


(o)            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.


 


(p)            Payment
Date Reporting. The Borrower shall deliver (or shall cause to be delivered) a Borrowing Base Certificate on each Reporting Date,
determined as of the immediately preceding Determination Date. Each such Borrowing Base Certificate delivered immediately prior
to a Payment Date shall contain instructions to the Collateral Custodian to withdraw on the related Payment Date from the applicable
Collection Account and pay or transfer amounts set forth in such report in the manner specified, and in accordance with the priorities
established, in Section 2.7 or Section 2.8, as applicable.


 


(q)            Borrower
Financial Statements. Unless the Borrower is consolidated with the Equityholder for financial reporting purposes, the Borrower will
submit to the Administrative Agent and each Lender, (A) within sixty (60) days after the end of each of its fiscal quarters (excluding
the fiscal quarter ending on the date specified in clause (B)), commencing with the first fiscal quarter after the Closing Date, consolidated
unaudited financial statements of the Borrower for the most recent fiscal quarter and (B) within one hundred and twenty (120) days
after the end of each fiscal year, commencing with the first fiscal year ended after the Closing Date, consolidated audited financial
statements of the Borrower, audited by a firm of nationally recognized independent public accountants.


 


(r)             Equityholder
Financial Statements. The Borrower will cause the Equityholder to submit to the Administrative Agent and each Lender, (A) within
sixty (60) days after the end of each of its fiscal quarters (excluding the fiscal quarter ending on the date specified in clause (B)),
commencing with the first fiscal quarter after the Closing Date, consolidated unaudited financial statements of the Equityholder for the
most recent fiscal quarter and (B) within one hundred and twenty (120) days after the end of each fiscal year, commencing with the
first fiscal year ended after the Closing Date, consolidated audited financial statements of the Equityholder, audited by a firm of nationally
recognized independent public accountants.


 






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(s)            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 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(s).
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.


 


(t)             Non-Consolidation.
The Borrower shall at all times act in a manner such that each of the assumptions made by Schulte Roth & Zabel LLP in their opinion
delivered pursuant to Section 3.1(f)(ii) is true and accurate in all material respects. The Borrower shall at all times
observe and be in compliance in all material respects with all covenants and requirements in the Borrower LLC Agreement.


 


(u)            Loan
Acquisitions. All Loans acquired by the Borrower shall be acquired either from the Seller pursuant to the Sale Agreement or from an
unaffiliated third party, except as otherwise provided in Section 2.3 of the Sale Agreement.


 


(v)            Compliance
with Anti-Money Laundering Laws and Anti-Corruption Laws. The Borrower shall and each Person directly or indirectly Controlling the
Borrower shall: (i) comply with all applicable Anti–Money Laundering Laws and Anti-Corruption Laws in all material respects,
and shall maintain 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.


 


(w)           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 Collateral Manager or the Borrower as the Administrative
Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent or the other Secured Parties
under or as contemplated by this Agreement.


 






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Section 5.2.            Negative
Covenants of the Borrower.


 


During the Covenant Compliance
Period:


 


(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 and the Borrower LLC Agreement, (B) the
acquisition, ownership and management of the Collateral and (C) the sale or disposition of Loans and other Collateral as permitted
hereunder, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to the Transaction
Documents or (iii) form any Subsidiary or make any Investment in any other Person (other than Permitted Investments).


 


(b)            Collateral
Not to be Evidenced by Instruments. The Borrower will take no action to cause any Loan that is not, as of the Closing Date or the
related Purchase 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 Administrative Agent, together with an Indorsement in blank,
as collateral security for the Obligations.


 


(c)            Security
Interests. Except as otherwise permitted herein or in respect of any Discretionary 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. The Borrower will promptly notify the Administrative Agent of the existence of any Lien (other than Permitted Liens)
on any Collateral and the Borrower shall defend the right, title and interest of the Administrative Agent, as agent for the Secured Parties
in, to and under the Collateral against all claims of third parties; provided that, nothing in this Section 5.2(c) shall
prevent or be deemed to prohibit the Borrower from suffering to exist Permitted Liens upon any of the Collateral.


 


(d)            Mergers,
Acquisitions, Sales, etc. The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all
or substantially all of the assets or all or substantially all of the equity interests of any other Person (other than in connection with
the enforcement or collection of any Loan or as a result of a workout or restructuring of an Obligor), or sell, transfer, convey or lease
all or substantially all of its assets, or sell or assign with or without recourse any Collateral or any interest therein (other than
as otherwise permitted pursuant to this Agreement or the Sale Agreement).


 


(e)            Change
of Location of Underlying Instruments. The Borrower shall not, without the prior consent of the Administrative Agent, consent to the
Collateral Custodian moving any Certificated Securities or Instruments from the Collateral Custodian’s offices set forth in Section 5.5(c) on
the Closing Date (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9),
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 Secured Parties’ first priority perfected security interest
(subject to Permitted Liens) continues in effect.


 






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(f)             ERISA
Matters. Except as would not reasonably be expected to constitute a Material Adverse Effect, the Borrower will not (a) engage
or knowingly 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 minimum funding standards, as
defined in Section 302(a) of ERISA and Section 412(a) of the Code, or funding deficiency with respect to any Pension
Plan other than a Multiemployer Plan, (c) fail to make or knowingly 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.


 


(g)            Borrower
LLC Agreement. The Borrower will not amend, modify, waive or terminate (i) any provision of the Borrower LLC Agreement if such
amendment, modification, waiver or termination would result in a Default, Event of Default or Material Adverse Effect or (ii) any
Special Purpose Provision, in each case without the prior written consent of the Administrative Agent.


 


(h)            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 regarding payments to be made with respect to the Collateral to the Collection Account, unless (x) the
change in such instructions is to comply with the terms of the Transaction Documents or (y) the Administrative Agent has consented
to such change.


 


(i)             Extension
or Amendment of Collateral. The Borrower will not, except as otherwise permitted in Section 6.4(a), consent to the extension,
amendment or other modification of the terms of any Loan without the prior written consent of the Administrative Agent.


 


(j)             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 statements demonstrating
the impact of such change.


 


(k)            Change
of Control. The Borrower shall not enter into any transaction or agreement which results in a Change of Control.


 


(l)             Sole
Ownership. The Borrower shall not have more than one (1) owner of its membership interests during the term of this Agreement.


 


(m)           Disregarded
Entities. The Borrower shall not file any election or take any position to be other than a “disregarded entity” for U.S.
tax purposes.


 


(n)            Restricted
Payments. The Borrower shall not make any Restricted Payments other than (i) so long as no Event of Default or Default has occurred
and is continuing or would result therefrom, (x) amounts on deposit in the Interest Collection Account that would have been distributed
pursuant to Section 2.7(a)(9) on the immediately preceding Payment Date but for the existence of a Default, (y) amounts
on deposit in the Principal Collection Account that would have been distributed pursuant to Section 2.7(b)(11) on the immediately
preceding Payment Date but for the existence of a Default and (z) amounts on deposit in the Collection Account that would have been
distributed pursuant to Section 2.8(9) on the immediately preceding Payment Date but for the existence of an Event of
Default and (ii) amounts the Borrower receives in accordance with Section 2.7, Section 2.8 or 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.


 






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(o)            Compliance
with Sanctions. None of the Borrower nor any Person directly or indirectly Controlling the Borrower will, directly or, to the knowledge
of the Borrower, 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.
The Borrower shall comply with all applicable Sanctions in all material respects, and shall maintain policies and procedures reasonably
designed to ensure compliance with Sanctions. The Borrower will notify each Lender and the Administrative Agent in writing promptly 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 Lenders that during the Covenant Compliance Period:


 


(a)            Compliance
with Law. The Collateral Manager will comply in all material respects with all Applicable Law, including those with respect to the
Collateral or any part thereof.


 


(b)            Preservation
of Company Existence. The Collateral Manager will (i) preserve and maintain its limited liability company existence, rights,
franchises and privileges in the jurisdiction of its formation and (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
has had, or could reasonably be expected to have, a Material Adverse Effect.


 


(c)            Performance
and Compliance with Collateral. The Collateral Manager will 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 do nothing to impair the rights of the Administrative
Agent, as agent for the Secured Parties, or of the Secured Parties in, to and under 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 in all material respects
all documents, books, records and other information reasonably necessary or advisable for the collection of all Collateral and the identification
of the Collateral.


 






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(ii)            The
Collateral Manager shall permit the Administrative Agent or its designated representatives to visit the offices of the Collateral Manager
during normal office hours and upon reasonable advance 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; provided that the right of the Administrative Agent provided herein to visit and inspect the financial records
and properties of the Collateral Manager shall be limited to not more than one (1) such visit and inspection in any fiscal year;
provided further that after the occurrence of a Collateral Manager Default or 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 Collateral Manager Default or 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 with a legend, acceptable to the Administrative Agent, describing the pledge of the Collateral by the Borrower to the Administrative
Agent as agent for the Secured Parties hereunder.


 


(e)            Preservation
of Security Interest. The Collateral Manager (at its own expense) will authorize the Administrative 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 perfected security interest of the Administrative Agent, as agent for 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 (subject
to Permitted Liens).


 


(f)             Credit
and Collection Policy. The Collateral Manager will (i) comply in all material respects with the Credit and Collection Policy
in regard to the Collateral, and (ii) furnish to the Administrative Agent prior to its effective date, prompt written notice of any
changes in the Credit and Collection Policy. The Collateral Manager will not agree to or otherwise permit to occur any material change
in the Credit and Collection Policy without the prior written consent of the Administrative Agent; provided that, no consent shall
be required from the Administrative Agent in connection with any change mandated by Applicable Law or a Governmental Authority as evidenced
by an Opinion of Counsel to that effect delivered to the Administrative Agent. Compliance by the Collateral Manager with this covenant
shall be deemed to constitute compliance by the Borrower with its corresponding obligations under Sections 5.1(h).


 


(g)            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 Administrative 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 of such event and the action that the Collateral Manager proposes to take
with respect thereto.


 






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(h)            Taxes.


 


(i)             The
Collateral Manager shall pay its material Indebtedness and other obligations promptly and in accordance with their terms and timely pay
and discharge promptly when due all U.S. federal and other material Taxes and withholding Tax obligations before the same shall become
delinquent or in default, as well as all material lawful claims for labor, materials and supplies or otherwise that, if unpaid, might
give rise to a Lien (other than Permitted Liens) upon such properties or any part thereof and enforce all material indemnities and rights
against Obligors and the Collateral Manager with respect to any U.S. federal and other material Tax or withholding Tax; provided,
that such payment and discharge shall not be required with respect to any such U.S. federal and other Taxes or other obligations so long
as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the Collateral Manager shall have set
aside on its books adequate reserves with respect thereto in accordance with GAAP and such contest operates to suspend collection of the
contested obligation or Taxes and enforcement of a Lien. The Collateral Manager shall file or cause to be filed all U.S. federal and other
material Tax and information returns required to be filed by it.


 


(ii)            The
Collateral Manager will be a U.S. Person and will be treated as a disregarded entity for U.S. federal income tax purposes.


 


(i)             Other.
The Collateral Manager will promptly furnish to 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 or Secured Parties under or as contemplated
by this Agreement.


 


(j)             Proceedings.
The Collateral Manager will furnish to the Administrative Agent, as soon as possible and in any event within three (3) Business Days
after the Collateral Manager 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 Secured Parties’ interest
in the Collateral, or the Borrower, 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
Secured Parties’ interest in the Collateral, or the Borrower, the Collateral Manager or the Equityholder in excess of $1,000,000
shall be deemed to be material for purposes of this Section 5.3(j).


 


(k)            Deposit
of Collections. The Collateral Manager shall promptly (but in no event later than two (2) Business Days after receipt) deposit
into the Collection Account any and all Collections received by the Borrower or the Collateral Manager.


 


(l)             Required
Notices. The Collateral Manager will furnish to the Administrative Agent, promptly upon becoming aware thereof, notice of (1) any
Collateral Manager Default, (2) any Value Adjustment Event, (3) any Change of Control, (4) any other event or circumstance
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 Purchase Date in respect of such Loan) listed in the definition of “Eligible
Loan” or (6) the occurrence of any event of default by an Obligor on any Loan (after giving effect to any grace period under
the related Underlying Instruments).


 






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(m)           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 material change in the accounting policies of the Collateral Manager.


 


(n)            Loan
Register. The Collateral Manager will maintain, or cause to be maintained, with respect to each Noteless Loan with respect to which
the Collateral Manager or an Affiliate thereof acts as administrative agent (or a comparable capacity), 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 such a Noteless Loan is included in the Collateral, the Collateral Manager shall deliver
to the Borrower, the Administrative Agent and the Collateral 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 Borrowing Base Certificate.


 


(o)            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 maintain 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 cause the Borrower to use any of
the credit in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws; and (iv) ensure it does not cause the Borrower
to fund any repayment of the Obligations in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws.


 


(p)            Sanctions.
The Collateral Manager shall promptly notify the Administrative 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.


 


(q)            BDC
Status. The Collateral Manager will use its best efforts to continue to be regulated as a business development company under the 1940
Act.


 






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Section 5.4.            Negative
Covenants of the Collateral Manager.


 


During the Covenant Compliance
Period:


 


(a)            Mergers,
Acquisition, Sales, etc. The Collateral Manager will not be a party to any merger or consolidation, or purchase or otherwise
acquire all or substantially all of the assets or all or substantially all of the equity interests of any other Person, or sell, transfer,
convey or lease all or substantially all of its assets, or sell or assign with or without recourse any Collateral or any interest therein
(other than as otherwise permitted pursuant to this Agreement).


 


(b)            Change
of Location of Underlying Instruments. The Collateral Manager shall not, without the prior consent of the Administrative Agent, consent
to the Collateral Custodian moving any Certificated Securities or Instruments from the Collateral Custodian’s offices set forth
in Section 5.5(c) on the Closing Date (except as otherwise permitted pursuant to this Agreement, including Section 7.8
or Section 7.9), 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 Administrative Agent as agent for the Secured Parties in the Collateral
(subject to Permitted Liens).


 


(c)            Change
in Payment Instructions to Obligors. The Collateral Manager will not make any change in its instructions to Obligors regarding payments
to be made with respect to the Collateral to the Collection Account, unless (x) the change in such instructions is to comply with
the terms of the Transaction Documents or (y) the Administrative Agent has consented to such change.


 


(d)            Extension
or Amendment of Collateral. The Collateral Manager will not, except as otherwise permitted in Section 6.4(a), consent
on behalf of the Borrower to the extension, amendment or modification to the terms of any Loan without the prior written consent of the
Administrative Agent.


 


(e)            Members
of the Borrower. The Collateral Manager shall not permit any Person which is not a “United States Person” within the meaning
Section 7701(a)(30) of the Code to own any membership interests in the Borrower.


 


(f)             Bankruptcy.
The Collateral Manager will not cause the Borrower to file a voluntary petition under the Bankruptcy Code or Insolvency Laws.


 


(g)            Compliance
with Sanctions. None of the Collateral Manager nor any Person directly or indirectly Controlling the Collateral Manager will, directly
or, to the knowledge of the Collateral Manager, indirectly, cause the Borrower to 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. The Collateral Manager shall comply with all applicable Sanctions in all material respects,
and shall maintain policies and procedures reasonably designed to ensure compliance with Sanctions. The Collateral Manager will notify
each Lender and the Administrative Agent in writing promptly after becoming aware of any breach of this section.


 






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Section 5.5.           Affirmative
Covenants of the Collateral Custodian.


 


During the Covenant Compliance
Period:


 


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


 


(b)            Preservation
of Existence. The Collateral Custodian 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)            Location
of Underlying Instruments. Subject to Section 7.8, the Underlying Instruments shall remain at all times in the possession
of the Collateral Custodian at its offices at 425 Hennepin Ave., Minneapolis, MN, 55414, 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 5.6.           Negative
Covenants of the Collateral Custodian.


 


During the Covenant Compliance
Period:


 


(a)            Underlying
Instruments. The Collateral Custodian 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 Custodian pursuant to this Agreement and will not dispose of
any Collateral except as contemplated by this Agreement.


 


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


 


Section 5.7.            Covenants
of the Seller.


 


(a)             Notice.
Promptly after the knowledge (without giving effect to Section 1.4(l)) or receipt of notice of a Responsible Officer of the
Seller of the same, the Seller 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 Seller 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
(without giving effect to Section 1.4(l)) of a Responsible Officer of the Seller which would render any of the said representations
and warranties untrue as of such Funding Date.


 






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(b)            Negative
Pledge. The Seller, as the Equityholder, shall not permit any Person to have a Lien over the limited liability company interests of
the Borrower (other than Permitted Liens).


 


ARTICLE VI.


 


COLLATERAL MANAGEMENT


 


Section 6.1.            Designation
of the Collateral Manager.


 


Subject to Section 6.11,
the servicing, administering and collection of the Collateral shall be conducted by the Collateral Manager.


 


Section 6.2.            Duties
of the Collateral Manager.


 


(a)             Appointment.
The Borrower hereby appoints the Collateral Manager as its agent to service the Collateral and enforce its rights and remedies in, to
and under such Collateral. The Collateral Manager hereby accepts such appointment and agrees to perform the duties and obligations with
respect thereto as set forth herein. The Collateral Manager and the Borrower hereby acknowledge that the Administrative Agent and the
other Secured Parties are third party beneficiaries of the obligations undertaken by the Collateral Manager hereunder.


 


(b)            Duties.
The Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to collect on the Collateral
from time to time, all in accordance with Applicable Law and the Credit and Collection Policy. Without limiting the foregoing, the duties
of the Collateral Manager shall include the following:


 


(i)             preparing
and submitting claims to, and acting as post-billing liaison with, Obligors on each Loan (for which no administrative or similar agent
exists);


 


(ii)            maintaining
all necessary records and reports with respect to the Collateral and providing such reports to 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 Administrative Agent may reasonably request;


 


(iii)           maintaining
and implementing 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 keeping and maintaining all documents,
books, records and other information reasonably necessary or advisable for the collection of the Collateral;


 


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


 






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(v)          identifying
each Loan clearly and unambiguously in its records to reflect that such Loan is owned by the Borrower and that the Borrower is granting
a security interest therein to the Secured Parties pursuant to this Agreement;


 


(vi)         notifying
the Administrative Agent 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; and (2) that could reasonably be expected to have a Material Adverse Effect;


 


(vii)        providing
the prompt written notice to the Administrative Agent, prior to the effective date thereof, of any proposed changes in the Credit and
Collection Policy;


 


(viii)       using
its reasonable best efforts to maintain the first priority, perfected security interest (subject to Permitted Liens) of the Administrative
Agent, as agent for the Secured Parties, in the Collateral;


 


(ix)          maintaining
the Loan File(s) with respect to Loans included as part of the Collateral; provided that, upon the occurrence and during the
continuance of an Event of Default or a Collateral Manager Default, the Administrative Agent may request the Loan File(s) to be sent
to the Administrative Agent or its designee;


 


(x)           with
respect to each Loan included as part of the Collateral, making the Loan File available for inspection by the Administrative Agent, upon
reasonable advance notice, at the offices of the Collateral Manager during normal business hours in accordance with and subject to the
terms of Section 5.3(d)(ii); and


 


(xi)          directing
the Collateral Custodian to make payments pursuant to the instructions set forth in the latest Borrowing Base Certificate in accordance
with Section 2.7 and Section 2.8 and preparing such other reports as required pursuant to Section 6.8.


 


It is acknowledged and agreed
that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Loan,
the Collateral Manager shall perform its administrative and management duties hereunder only to the extent that, as a lender under the
related Underlying Instruments, it has the right to do so.


 


(c)           Notwithstanding
anything to the contrary contained herein, the exercise by 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 or the Borrower
from any of their duties or responsibilities with respect to the Collateral. The Secured Parties, the Administrative Agent and the Collateral
Custodian shall not have any obligation or liability with respect to any Collateral, other than to use reasonable care in the custody
and preservation of Collateral in such party’s possession, nor shall any of them be obligated to perform any of the obligations
of the Collateral Manager hereunder.


 






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(d)           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 and unless otherwise instructed by the Administrative Agent, 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.


 


Section 6.3.          Authorization
of the Collateral Manager.


 


(a)           Each
of the Borrower, the Administrative Agent and each Lender hereby authorizes the Collateral Manager to take any and all reasonable steps
in its name and on its behalf necessary or desirable in the determination of the Collateral Manager and not inconsistent with the sale
of the Collateral to the Borrower, the pledge by the Borrower to the Administrative Agent, on behalf of the Secured Parties, hereunder,
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 Seller could have done if it had continued to own such Collateral. The Borrower and the Administrative 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 ensure the collectability of the Collateral. In no event shall the Collateral Manager be entitled
to make any Secured Party or the Collateral Custodian 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 Administrative
Agent’s consent.


 


(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.


 


Section 6.4.          Collection
of Payments; Accounts.


 


(a)           Collection
Efforts, Modification of Collateral. The Collateral Manager will use commercially reasonable best efforts 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 in accordance with the Credit and Collection Policy. The Collateral Manager may not waive, modify or otherwise vary any provision
of an item of Collateral in any manner contrary in any material respect to the Credit and Collection Policy.


 


(b)           Taxes
and other Amounts. The Collateral Manager will use its reasonable best efforts to 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 and remit such amounts in accordance with Section 2.7 and Section 2.8 to the appropriate
Governmental Authority or insurer as required by the Underlying Instruments.


 






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(c)           Payments
to Collection Account. On or before the applicable Purchase Date, the Collateral Manager shall have instructed all Obligors to make
all payments owing to the Borrower in respect of the Collateral directly to the applicable Collection Account; provided that, the
Collateral Manager is not required to so instruct any Obligor which is solely a guarantor unless and until the Collateral Manager calls
on the related guaranty.


 


(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 Custodian 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 Custodian
or other Securities Intermediary that holds such Financial Asset in such Account.


 


(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 Custodian nor any Securities Intermediary shall be
under any duty or obligation in connection with the acquisition by the Borrower of, or the grant by the Borrower of a security interest
to the Administrative Agent in, 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 Custodian shall hold any Instrument delivered to it evidencing any Loan transferred to the Administrative Agent hereunder
as custodial agent for the Administrative Agent in accordance with the terms of this Agreement.


 


(f)            Adjustments.
If (i) the Collateral Manager makes a deposit into the Collection Account on behalf of the Borrower in respect of a Collection of
a Loan and such Collection was received by the Collateral Manager in the form of a check that is not honored for any reason or (ii) the
Collateral Manager makes a mistake with respect to the amount of any Collection and deposits an amount that is less than or more than
the actual amount of such Collection, the Collateral Manager shall appropriately adjust the amount subsequently deposited into the Collection
Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be
deemed not to have been paid.


 






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Section 6.5.          Realization
Upon Defaulted or Delinquent Loans.


 


The Collateral Manager will
use reasonable efforts consistent with the Underlying Instruments to exercise available remedies relating to a Loan that is delinquent
in the payment of any amounts due thereunder or with respect to which the related Obligor defaults in the performance of any of its obligations
thereunder in order to maximize recoveries thereunder. The Collateral Manager will comply in all material respects with the Credit and
Collection Policy and Applicable Law in exercising such remedies, including but not limited to acceleration and foreclosure, and employ
practices and procedures including reasonable efforts to enforce all obligations of Obligors by foreclosing upon and causing the sale
of such Underlying Assets at public or private sale. Without limiting the generality of the foregoing, the Collateral Manager may, with
the prior written consent of the Administrative Agent, 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.


 


Section 6.6.          [Reserved].


 


Section 6.7.          Payment
of Certain Expenses by Collateral Manager.


 


The Collateral Manager will
be required to pay all expenses incurred by it in connection with its activities under this Agreement, including fees and disbursements
of its independent accountants, Taxes imposed on the Collateral Manager, expenses incurred by the Collateral Manager in connection with
payments and reports pursuant to this Agreement, and all other fees and expenses not expressly stated under this Agreement for the account
of the Borrower. The Collateral Manager will be required to pay (or cause the Borrower to pay) all reasonable fees and expenses owing
to any bank or trust company in connection with the maintenance of the Accounts. The Collateral Manager shall be required to pay such
expenses for its own account and shall not be entitled to any payment therefor, except pursuant to Sections 2.7 and 2.8.


 


Section 6.8.           Reports.


 


(a)           Borrower’s
Notice. (i) On the date of each Advance, the Borrower (and the Collateral Manager on its behalf) will provide the Funding Notice
and a Borrowing Base Certificate, each updated as of such date, to the Administrative Agent (with a copy to the Collateral Custodian)
and (ii) on the date of each reinvestment of Principal Collections under Section 2.7(d), the Borrower (and the Collateral
Manager on its behalf) will provide the Reinvestment Notice to the Administrative Agent (with a copy to the Collateral Custodian).


 


(b)           Tax
Returns. Upon demand by the Administrative Agent, the Collateral Manager shall deliver copies of all federal, state and local income
tax returns and reports filed by the Borrower, or in which the Borrower was included on a consolidated or combined basis (excluding sales,
use and like Taxes).


 


(c)           Obligor
Financial Statements; Other Reports. The Collateral Manager will deliver to the Administrative Agent, to the extent received by the
Borrower or the Collateral Manager 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 Borrower or the Collateral Manager for the periods required by the Underlying Instruments, which delivery shall
be made no later than fifteen (15) Business Days after receipt by the Borrower or the Collateral Manager as specified in the Underlying
Instruments. Upon demand by the Administrative Agent, the Collateral Manager will provide such other information available to it as the
Administrative Agent may reasonably request with respect to any Obligor.


 






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(d)           Website.
The Collateral Manager will post on a password protected website maintained by the Borrower to which the Administrative Agent will have
access a copy of (i) any material amendment, restatement, supplement, waiver or other modification to the Underlying Instruments
of any Loan and (ii) 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 fifteen (15) Business Days of the effectiveness of such
amendment, restatement, supplement, waiver or other modification.


 


(e)           Agreed
Upon Procedures. 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 Collateral Manager, commencing with the 2020 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 V, it being understood that the
Collateral Manager and the Administrative Agent will provide an updated Schedule V reflecting any further amendments to such Schedule
V prior to the issuance of the first such agreed-upon procedures report, a copy of which shall replace the then existing Schedule V) to
certain documents and records relating to the Collateral, the Borrower and the Collateral Manager, compared the information contained
in selected Borrowing Base Certificates and Payment Date calculations pursuant to Section 7.2(b)(vi) 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 Borrowing Base Certificates and Payment Date calculations pursuant
to Section 7.2(b)(vi) 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 Administrative Agent, within 90 days following the end of each fiscal year of the Collateral Manager, commencing with the
fiscal year ending on December 31, 2019, a fiscal 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 Default has occurred and is continuing or, if any such Collateral Manager Default has occurred and
is continuing, a statement describing the nature thereof and the steps being taken to remedy such Collateral Manager Default.


 






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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 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 Manager could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination
permitting the resignation of the Collateral Manager shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect
delivered to the Administrative Agent.


 


Section 6.11.        Collateral
Manager Defaults.


 


Upon the occurrence of a Collateral
Manager Default (unless waived by the Required Lenders in writing), notwithstanding anything herein to the contrary, the Administrative
Agent, by written notice to the Collateral Manager and a copy to the Collateral Custodian (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. Following any such termination, the Administrative Agent may, in its sole discretion, assume
or delegate the servicing, administering and collection of the Collateral; provided that, until any such assumption or delegation,
the Collateral Manager shall (i) unless otherwise notified by the Administrative Agent, continue to act in such capacity pursuant
to Section 6.1 and (ii) as requested by the Administrative Agent (A) terminate some or all of its activities as
Collateral Manager hereunder in the manner requested by the Administrative Agent in its sole discretion as necessary or desirable, (B) provide
such information as may be reasonably 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.


 


ARTICLE VII.


 


THE COLLATERAL CUSTODIAN


 


Section 7.1.          Designation
of Collateral Custodian.


 


(a)           Initial
Collateral Custodian. The role of collateral custodian with respect to the Underlying Instruments shall be conducted by the Person
designated as Collateral Custodian hereunder from time to time in accordance with this Section 7.1. Until the Administrative
Agent shall give to Wells Fargo a Collateral Custodian Termination Notice, Wells Fargo is hereby appointed as, and hereby accepts such
appointment and agrees to perform the duties and obligations of, Collateral Custodian pursuant to the terms hereof.


 






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(b)          Successor
Collateral Custodian. Upon the Collateral Custodian’s receipt of a Collateral Custodian Termination Notice from the Administrative
Agent of the designation of a successor Collateral Custodian pursuant to the provisions of Section 7.5, the Collateral Custodian
agrees that it will terminate its activities as Collateral Custodian hereunder.


 


Section 7.2.          Duties
of Collateral Custodian.


 


(a)           Appointment.
Each of the Borrower and the Administrative Agent hereby designate and appoint the Collateral Custodian to act as its agent and hereby
authorizes the Collateral Custodian to take such actions on its behalf and to exercise such powers and perform such duties as are expressly
granted to the Collateral Custodian by this Agreement. The Collateral Custodian hereby accepts such agency appointment to act as Collateral
Custodian pursuant to the terms of this Agreement, until its resignation or removal as Collateral Custodian pursuant to the terms hereof.


 


(b)           Duties.
On or before the initial Funding Date, and until its removal pursuant to Section 7.5, the Collateral Custodian shall perform,
on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations:


 


(i)            The
Collateral Custodian shall take and retain custody of the Required Loan Documents delivered by the Borrower pursuant to the definition
of “Eligible Loans” in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties
and subject to the Lien thereon in favor of the Administrative Agent, as agent for the Secured Parties. Within five (5) Business
Days of its receipt of any Underlying Instruments, the Collateral Custodian shall review the Required Loan Documents delivered to it to
confirm that (A) if the files delivered per the following sentence indicate that any document must contain an original signature,
each such document appears to bear the original signature, or if the file indicates that such document must contain a copy of a signature,
that such copies appear to bear a reproduction of such signature and (B) based on a review of the applicable note, the related original
Loan balance, Loan identification number and Obligor name with respect to such Loan is referenced on the related Loan List and is not
a duplicate Loan, and the related original balance (based on a comparison to the note or assignment agreement, as applicable) is greater
than or equal to the applicable loan balance listed on the Loan Tape (such items (A) through (B) collectively, the “Review
Criteria”). In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Underlying
Instruments hereunder to the Collateral Custodian, the Collateral Manager shall provide to the Collateral Custodian an electronic file
(in EXCEL or a comparable format acceptable to the Collateral Custodian) that contains a list of all Required Loan Documents and whether
they require original signatures, the Loan identification number and the name of the Obligor and the original Loan balance with respect
to each related Loan. If, at the conclusion of such review, the Collateral Custodian shall determine that (1) the original Loan balances
of the Loans with respect to which it has received Underlying Instruments is less than as set forth on the electronic file, the Collateral
Custodian shall immediately notify the Administrative Agent and the Collateral Manager of such discrepancy, and (2) any Review Criteria
is not satisfied, the Collateral Custodian shall within one (1) Business Day notify the Collateral Manager of such determination
and provide the Collateral Manager with a list of the non-complying Loans and the applicable Review Criteria that they fail to satisfy.
The Collateral Manager shall have twenty (20) Business Days 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 non-compliance by a Loan with any Review Criteria, the Collateral Custodian
shall promptly notify the Collateral Manager, the Borrower and the Administrative Agent of such determination by providing a written report
to such persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy.
In addition, if requested in writing in the form of Exhibit E by the Collateral Manager and approved by the Administrative
Agent within ten (10) Business Days of the Collateral Custodian’s delivery of such report, the Collateral Custodian shall return
the Underlying Instruments for any Loan which fails to satisfy a Review Criteria to the Borrower. Other than the foregoing, the Collateral
Custodian shall not have any responsibility for reviewing any Underlying Instruments.


 






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(ii)           In
taking and retaining custody of the Underlying Instruments, the Collateral Custodian shall be deemed to be acting as the agent of the
Secured Parties; provided that, the Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien
on the Underlying Instruments or the instruments therein; and provided further that, the Collateral Custodian’s duties as agent
shall be limited to those expressly contemplated herein.


 


(iii)         All
Underlying Instruments that are originals or copies shall be kept in fire resistant vaults, rooms or cabinets at its offices set forth
in Section 5.5(c). All Underlying Instruments that are originals or copies shall be placed together with an appropriate identifying
label and maintained in such a manner so as to permit retrieval and access. All Underlying Instruments that are originals or copies shall
be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. All Underlying Instruments that
are delivered to the Collateral Custodian in electronic format shall be saved onto disks and/or onto the Collateral Custodian’s
secure computer system, and maintained in a manner so as to permit retrieval and access.


 


(iv)         The
Collateral Custodian shall make payments in accordance with Section 2.7 and Section 2.8 (the “Payment
Duties”).


 


(v)          On
each Reporting Date, the Collateral Custodian shall provide a written report to the Administrative Agent and the Collateral Manager (in
a form acceptable to the Administrative Agent) identifying each Loan for which it holds Underlying Instruments, the non-complying Loans
and the applicable Review Criteria that any non-complying Loan fails to satisfy.


 


(vi)         The
Collateral Custodian shall, promptly upon its actual receipt of a Borrowing Base Certificate from the Borrower, re-calculate the Borrowing
Base and, if the Collateral Custodian’s calculation does not correspond with the calculation provided by the Borrower on such Borrowing
Base Certificate, deliver such calculation to each of the Administrative Agent, Borrower and Collateral Manager within one (1) Business
Day of receipt by the Collateral Custodian of such Borrowing Base Certificate. The Collateral Custodian shall also make required calculations
for its Payment Duties as of the Determination Date related to such Payment Date, and deliver such calculations to the Borrower and the
Collateral Manager (and, following the delivery of a Notice of Exclusive Control, the Administrative Agent and the Collateral Manager)
for the Collateral Manager’s (or Administrative Agent’s, as applicable) review no later than two (2) Business Days prior
to such Payment Date. The approval of such calculations (which may be by email) by the Collateral Manager (or after delivery of a Notice
of Exclusive Control, the Administrative Agent) shall constitute instructions by the Collateral Manager (or after delivery of a Notice
of Exclusive Control, the Administrative Agent) to the Collateral Custodian to withdraw on the related Payment Date from the applicable
Collection Account and pay or transfer amounts set forth in such report in the manner specified, and in accordance with the priorities
established, in Section 2.7 or Section 2.8, as applicable.


 






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(vii)        In
performing its duties, (A) the Collateral Custodian shall comply with the standard of care and express terms of the Transaction Documents
with respect to the collateral that it holds hereunder and (B) calculations made by the Collateral Custodian pursuant to this Section 7.2(b) shall
be made using information provided by the Borrower or the Collateral Manager to the Collateral Custodian.


 


(viii)       The
parties acknowledges that in accordance with the Customer Identification Program (CIP) requirements under the USA Patriot Act and its
implementing regulations, the Collateral Custodian 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 Custodian. The Borrower hereby agrees that it shall provide the Collateral Custodian 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 Custodian 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.


 


(ix)            The
Collateral Custodian shall create a collateral database with respect to the Collateral (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 Custodian by the Borrower as may be reasonably required by the Collateral
Custodian.


 


(x)            The
Collateral Custodian 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.


 


(xi)            The
Collateral Custodian shall provide such other information with respect to the Collateral as may be routinely maintained by the Collateral
Custodian or 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.


 


(xii)            The
Collateral Custodian shall notify the Borrower, the Collateral Manager and the Administrative Agent upon receiving notices, reports or
proxies or any other requests relating to corporate actions affecting the Collateral.


 






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Section 7.3.          Merger
or Consolidation.


 


Any Person (i) into which
the Collateral Custodian may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral
Custodian shall be a party, or (iii) that may succeed to the properties and assets of the Collateral Custodian substantially as a
whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Collateral Custodian
hereunder, shall be the successor to the Collateral Custodian under this Agreement without further act of any of the parties to this Agreement.


 


Section 7.4.          Collateral
Custodian Compensation.


 


As compensation for its collateral
custodian activities hereunder, the Collateral Custodian shall be entitled to a Collateral Custodian Fee pursuant to the provisions of
Sections 2.7 and 2.8, as applicable. The Collateral Custodian’s entitlement to receive the Collateral Custodian Fee
shall cease on the earlier to occur of: (i) its removal as Collateral Custodian pursuant to Section 7.5 or (ii) the
termination of this Agreement.


 


Section 7.5.          Collateral
Custodian Removal.


 


The Collateral Custodian may
be removed, with or without cause, by the Administrative Agent by notice given in writing to the Collateral Custodian (the “Collateral
Custodian Termination Notice”); provided that, notwithstanding its receipt of a Collateral Custodian Termination Notice,
the Collateral Custodian shall continue to act in such capacity until a successor Collateral Custodian has been appointed, has agreed
to act as Collateral Custodian hereunder, and has received all Underlying Instruments held by the previous Collateral Custodian. The appointment
of any successor Collateral Custodian that is not an Affiliate of Wells Fargo shall (unless a Default or Event of Default has occurred
and is continuing) require the approval of the Borrower (such approval not to be unreasonably withheld). In the case of a removal of the
Collateral Custodian, if no successor custodian shall have been appointed and an instrument of acceptance by a successor custodian shall
not have been delivered to the Collateral Custodian within 90 days after the giving of a Collateral Custodian Termination Notice, the
Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor custodian.


 


Section 7.6.          Limitation
on Liability.


 


(a)           The
Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice,
letter, telegram 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 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 (b) the oral instructions of the Administrative Agent.
The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder unless a Responsible Officer of the Collateral
Custodian receives written 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 Custodian.


 






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(b)           The
Collateral Custodian 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 Custodian 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, notwithstanding
anything to the contrary contained herein, 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 and in the case of its grossly negligent performance
of its duties in taking and retaining custody of the Underlying Instruments.


 


(d)          The
Collateral Custodian 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 Custodian 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 Custodian 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 Custodian.


 


(f)           The
Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder.


 


(g)           It
is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the
obligations of the other parties hereto or any parties to the Collateral.


 


(h)           It
is expressly acknowledged by the parties hereto that application and performance by the Collateral Custodian 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 Custodian 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)
based on such information or data.


 


(i)            In
no event shall the Collateral Custodian be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Collateral Custodian has been advised of the likelihood of such loss or damage
and regardless of the form of action.


 






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(j)            In
no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of
circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism,
fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the
providing of services by the Collateral Custodian as contemplated by this Agreement.


 


Section 7.7.          Resignation
of the Collateral Custodian.


 


The Collateral Custodian shall
not resign from the obligations and duties hereby imposed on it except upon (a) ninety (90) days written notice to the Borrower,
Collateral Manager, Administrative Agent and each Lender, or (b) the Collateral 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 Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination
permitting the resignation of the Collateral Custodian shall be evidenced as to clause (i) above by an Opinion of Counsel
to such effect delivered to the Administrative Agent. No such resignation shall become effective until a successor Collateral Custodian
shall have assumed the responsibilities and obligations of the Collateral Custodian hereunder. In the case of a resignation of the Collateral
Custodian, if no successor custodian shall have been appointed and an instrument of acceptance by a successor custodian shall not have
been delivered to the Collateral Custodian within 90 days after the giving of such notice of resignation, the Collateral Custodian may
petition any court of competent jurisdiction for the appointment of a successor custodian.


 


Section 7.8.          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 Collateral 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 within two (2) Business Days of receipt of such request, the related Underlying Instruments 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 benefit of the Administrative Agent in accordance with the terms of this Agreement. The Collateral Manager shall
return to the Collateral Custodian the Underlying Instruments or other such documents (i) promptly upon the request of the Administrative
Agent, or (ii) when the Collateral Manager’s need therefor in connection with such enforcement or servicing no longer exists,
unless the Loan shall be liquidated or sold, in which case, upon receipt of an additional request for release of documents and receipt
certifying such liquidation or sale from the Collateral Manager to the Collateral 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
Collateral Custodian to the Collateral Manager.


 






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(b)           Release
for Payment. Upon receipt by the Collateral Custodian of the Collateral Manager’s request for release of documents and receipt
in the form annexed hereto as Exhibit E (which certification shall include a statement to the effect that all amounts received
in connection with such payment or repurchase have been credited to the Collection Account as provided in this Agreement), the Collateral
Custodian shall promptly release the related Underlying Instruments to the Collateral Manager.


 


Section 7.9.          Return
of Underlying Instruments.


 


The Borrower may, with the
prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), require that the Collateral Custodian
return each Underlying Instrument (as applicable), respectively (a) delivered to the Collateral 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 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 Collateral 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 Collateral 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.


 


Section 7.10.        Access
to Certain Documentation and Information Regarding the Collateral; Audits.


 


The Collateral Manager, the
Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Underlying Instruments and all other documentation
regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the
rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being
afforded without charge but only (i) upon two (2) Business Days’ prior written request, (ii) during normal business
hours and (iii) subject to the Collateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures.
Prior to the Closing Date and periodically thereafter 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.


 


Without limiting the foregoing
provisions of this Section 7.10, from time to time on request of the Administrative Agent, the Collateral Custodian 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. Notwithstanding the foregoing provisions of this Section 7.10,
only one review or audit per fiscal year pursuant to this Section 7.10 shall be at the expense of the Borrower and additional
reviews or audits in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and
during the continuance of a Collateral Manager Default or an Event of Default, any such reviews or audits, regardless of frequency, shall
be at the expense of the Borrower.


 






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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 Administrative Agent, as agent for the Secured Parties, a Lien and continuing security interest in 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 of the Collateral,
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, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent. 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 or requires a consent not obtained of any Governmental
Authority or any other Person pursuant to such Applicable Law. The powers conferred on the Administrative Agent and the other Secured
Parties hereunder are solely to protect the Administrative Agent’s and the other Secured Parties’ interests in the Collateral
and shall not impose any duty upon the Administrative Agent or any Secured Party to exercise any such powers. Each of the Administrative
Agent and each Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers,
and neither they nor any of their officers, directors, employees or agents shall be responsible to the Borrower for any act or failure
to act hereunder, except for its own gross negligence, bad faith or willful misconduct. If the Borrower fails to perform or comply with
any of its agreements contained herein, the Administrative Agent, at its option, 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 Administrative Agent incurred in connection
with such performance or compliance shall be payable by the Borrower to the Administrative Agent on demand and shall constitute Obligations
secured hereby.


 


(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 Administrative Agent or any of the other Secured Parties 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 Administrative Agent, as agent
for 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) none of the Administrative Agent or any other Secured Party shall have any obligations or liability under
the Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Secured Party 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.


 






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Section 8.2.          Release
of Lien on Collateral.


 


At the same time as (i) any
Collateral expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the
Collection Account, (ii) such Loan has been the subject of a Discretionary Sale pursuant to Section 2.14, has been sold
to the Seller as required under the Sale Agreement or has been sold pursuant to Section 6.5 or (iii) this Agreement terminates
in accordance with Section 12.6, the Administrative Agent, as agent for the Secured Parties will, to the extent requested
by the Collateral Manager, release its interest in such Collateral. In connection with any sale of such Collateral, the Administrative
Agent, as agent for the Secured Parties, will after the deposit by the Collateral Manager of the Proceeds of such sale into the Collection
Account, at the sole expense of the Collateral Manager, execute and deliver to the Collateral Manager any assignments, bills of sale,
termination statements and any other releases and instruments as the Collateral Manager may reasonably request in order to effect the
release and transfer of such Collateral; provided that, the Administrative 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 sale or transfer and assignment.
Nothing in this section shall diminish the Collateral Manager’s obligations hereunder with respect to the Proceeds of any such sale.


 


Section 8.3.          Further
Assurances.


 


The provisions of Section 12.12
shall apply to the security interest granted under Section 8.1 as well as to the Advances hereunder.


 






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Section 8.4.          Remedies.


 


Subject to the provisions
of Section 9.2, upon the occurrence of and during the continuation of an Event of Default, the Administrative Agent and 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 Administrative Agent and Secured Parties under this Agreement or other Applicable Law, all rights and remedies
of a secured party upon default under the UCC. Without limiting the generality of the foregoing, the Administrative 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 Administrative Agent’s name or the name of
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 Administrative 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, subject to the provisions of
Section 9.2. Subject to the provisions of Section 9.2, the Administrative 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. The Borrower further agrees, at the Administrative Agent’s request, to assemble
the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select (on
its behalf and on behalf of the Secured Parties), whether at the Borrower’s premises or elsewhere. The Administrative Agent
shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable
costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating
to the Collateral or the rights of the Administrative Agent and the other Secured Parties arising out of the exercise by the Administrative
Agent hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part
of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the
Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615 of the UCC,
need the Administrative Agent account for the surplus, if any, to the Borrower. To the extent permitted by applicable law, the
Borrower waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out
of the exercise by the Administrative Agent or any other Secured Party of any of its rights hereunder. If any notice of a proposed sale
or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten
(10) days before such sale or other disposition. 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 Administrative Agent or any Secured Party to collect such deficiency.


 


Section 8.5.          Waiver
of Certain Laws.


 


Each of the Borrower and the
Collateral Manager agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming through or under it will
set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force in
any locality where any Collateral may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement,
or the absolute sale of any of the Collateral or any part thereof, or the final and absolute putting into possession thereof, immediately
after such sale, of the purchasers thereof, and each of the Borrower and the Collateral Manager, for itself and all who may at any time
claim through or under it, hereby waives, to the full extent that it may be lawful so to do, the benefit of all such laws, and any and
all right to have any of the properties or assets constituting the Collateral marshaled upon any such sale, and agrees that the Administrative
Agent or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral as an entirety
or in such parcels as the Administrative Agent or such court may determine.


 






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Section 8.6.          Power
of Attorney.


 


Each of the Borrower and the
Collateral Manager hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution)
in its name, place and stead and at is 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 during the continuance of an Event of Default (and, with respect to the Collateral
Manager, during the continuance of a Collateral Manager 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 and the
Collateral Manager 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 Administrative Agent, the Borrower shall ratify and confirm any such sale or other disposition by executing and
delivering to the Administrative Agent or such purchaser all proper bills of sale, assignments, releases and other instruments as may
be designated in any such request. The power of attorney granted by the Borrower pursuant to this Section 8.6 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 Administrative Agent’s exercise
of its power of attorney hereunder.


 


ARTICLE IX.


 


EVENTS OF DEFAULT


 


Section 9.1.           Events
of Default.


 


The following events shall
be Events of Default (“Events of Default”) hereunder:


 


(a)           the
Borrower defaults in making any payment required to be made under an agreement for borrowed money (other than this Agreement) to which
it is a party individually or in an aggregate principal amount in excess of $500,000 and such default is not cured within the applicable
cure period, if any, provided for under such agreement; or


 


(b)           the
Borrower fails to make any payment of accrued and unpaid Interest when due and such failure is not cured within five (5) Business
Days; or


 


(c)           the
Borrower fails to repay the Obligations in full on the Termination Date; or


 


(d)           any
failure on the part of the Borrower or the Equityholder to duly observe or perform in any material respect any other covenants or agreements
of the Borrower (other than those specifically addressed by a separate Event of Default) set forth in this Agreement or the other Transaction
Documents to which the Borrower is a party, 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 the Borrower and (ii) the date on which the Borrower acquires knowledge thereof; or


 






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(e)           any
representation, warranty or certification made by the Borrower or the Equityholder in any Transaction Document or in any certificate delivered
pursuant to any Transaction Document shall prove to have been incorrect when made or deemed made, which has a material adverse effect
on the Administrative Agent or any Lender 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 the Borrower and (ii) the date on which the Borrower acquires knowledge thereof; or


 


(f)            the
occurrence of an Insolvency Event relating to the Borrower or the Equityholder; or


 


(g)           the
occurrence and continuation of a Collateral Manager Default;


 


(h)           the
rendering of one or more final 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 $500,000 against the Borrower, and the Borrower shall not have, within ninety (90) days,
either (i) discharged or provided for the discharge of any such judgment, decree or order in accordance with its terms or (ii) perfected
a timely appeal of such judgment, decree or order and caused the execution of same to be stayed during the pendency of the appeal; or


 


(i)            the
Borrower shall have made payments totaling more than $500,000 in the aggregate to settle any litigation, claim or dispute (excluding the
amount of any payment made from insurance proceeds); or


 


(j)            the
occurrence of a Change of Control; or


 


(k)           any
security interest securing any obligation under any Transaction Document shall, in whole or in part, cease to be a first priority perfected
security interest (subject to Permitted Liens) except as otherwise expressly permitted to be released in accordance with the applicable
Transaction Document; or


 


(l)            [reserved];
or


 


(m)          [reserved];
or


 


(n)          the
Advances Outstanding on any day exceed the Borrowing Base, and the same continues unremedied for (i) if the Collateral Manager provides
to the Administrative Agent within two (2) Business Days both (x) a written certification that the Equityholder intends to cure
such event and (y) evidence satisfactory to the Administrative Agent in its sole discretion that sufficient capital has been called
from the investors in the Equityholder to cure such event, fifteen (15) consecutive Business Days, or (ii) otherwise, three (3) consecutive
Business Days; or


 






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(o)          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 (such consent to be provided in the sole and absolute discretion of the Administrative Agent); or


 


(p)          the
Borrower or the Collateral Manager fails to observe or perform any agreement or obligation with respect to the management and distribution
of funds received with respect to the Loans, and such failure is not cured with three (3) Business Days; or


 


(q)           the
Borrower shall cease to be a wholly-owned Subsidiary of the Equityholder, or the Borrower shall fail to qualify as a bankruptcy-remote
entity based upon the criteria set forth in Section 4.1(u), such that neither Schulte Roth & Zabel LLP nor another
law firm reasonably acceptable to the Administrative Agent could render a substantive nonconsolidation opinion with respect thereto; or


 


(r)           any
Transaction Document, 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 or the Collateral Manager, as applicable;
or


 


(s)           the
Borrower, the Equityholder, the Collateral Manager or any Affiliate of the foregoing 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


 


(t)            the
Borrower or the pool of Collateral shall become required to register as an “investment company” within the meaning of the
1940 Act; or


 


(u)           the
Internal Revenue Service or any other Governmental Authority shall (i) except as permitted under Section 4.1(k)(iii), assess,
claim or take the position that the Borrower is liable for any Tax or withholding Tax (other than a withholding tax under Section 1441
of the Code) in an amount exceeding, in the aggregate, $100,000 or (ii) file notice of a lien pursuant to Section 6323 of the
Code with regard to any assets of the Borrower (other than any Permitted Lien), or the Pension Benefit Guaranty Corporation shall file
notice of a lien pursuant to Section 4068 of ERISA with regard to any material assets of the Borrower and such lien shall not have
been released within five (5) Business Days.


 


Section 9.2.          Remedies.


 


(a)            Upon
the occurrence of and during the continuation of an Event of Default, the Administrative Agent shall, at the request of, or may, with
the consent of the Required Lenders, by notice to the Borrower, declare (i) the Termination Date to have occurred and the 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 Revolving Period End Date to have occurred; provided that, in the case of any event involving the
Borrower described in Section 9.1(f), 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.


 






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(b)           On
and after the declaration or occurrence of the Termination Date, the Administrative Agent, for the benefit of the Secured Parties, shall
have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the
UCC of each applicable jurisdiction and other Applicable Laws, which rights shall be cumulative. In addition, the Borrower and the Collateral
Manager hereby agree that they will, at the Collateral Manager’s expense and at the direction of the Administrative Agent, forthwith,
(i) assemble all or any part of the Loans as directed by the Administrative Agent and make the same available to the Administrative
Agent at a place to be designated by the Administrative Agent and (ii) without notice except as specified below, sell the Loans or
any part thereof upon such terms, in such lots, to such buyers, and according to such other instructions as the Administrative Agent may
deem commercially reasonable, subject to Section 9.2(c). 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 notification. All cash Proceeds
received by the Administrative Agent 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 to be applied
pursuant to Section 2.8. For the avoidance of doubt, the occurrence of a Termination Date as defined in clauses (a) through
(c), inclusive, of the definition of “Termination Date” shall constitute a Termination Date for the purposes of this
Section 9.2.


 


(c)           In
connection with the sale of the Collateral following a declaration that the Obligations are immediately due and payable (or automatic
acceleration thereof) pursuant to Section 9.2(a), the Collateral Manager (or any of its Affiliates) shall have the right of
first refusal to purchase or refinance all of the Loans in the Collateral by paying to the Collateral Custodian in immediately available
funds, an amount equal to all outstanding Obligations. If the Collateral Manager or any Affiliate thereof fails to exercise this purchase
right within ten (10) Business Days following the declaration that the Obligations are immediately due and payable pursuant to Section 9.2(a),
then such rights shall be irrevocably forfeited by the Collateral Manager and its Affiliates (but, for the avoidance of doubt, such parties
shall have the right to participate in any sale pursuant to Section 9.2(b)).


 






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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
Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected 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, 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 or incurred by such
Indemnified Party arising out of or as a result of this Agreement 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, bad faith 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 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, bad faith or willful misconduct on the part of any Indemnified Party as determined by a
court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:


 


(i)          any
representation or warranty made or deemed made by the Borrower, the Collateral Manager 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 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 Administrative Agent, as agent for the Secured Parties, an undivided 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, if such failure or delay (i) was caused by the Borrower or the Collateral Manager, (ii) could have
been cured by either the Collateral Manager or the Borrower and such cure was not effected in a timely manner or (iii) resulted
from a failure or delay by either the Borrower or the Collateral Manager to confirm satisfactory completion in a timely manner of any
and all actions they requested in order to maintain compliance with the UCC or such other Applicable Law;


 


(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);


 






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(viii)      any
failure of the Borrower or the Collateral Manager 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 any Affiliate thereof to perform its
respective duties under any Underlying Instrument related to the Collateral;


 


(ix)         the
failure of the Collateral Custodian to remit any amounts held in the Collection Account pursuant to the instructions of the Collateral
Manager or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof)
whether by reason of the exercise of set-off rights or otherwise;


 


(x)          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 or the Collateral Manager to qualify to do business or file any notice or business activity
report or any similar report;


 


(xi)         any
action taken by the Borrower or the Collateral Manager in the enforcement or collection of any Collateral;


 


(xii)        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;


 


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


 


(xiv)      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 is required to
repay;


 


(xv)       except
with respect to funds held in the Collection Account and the Unfunded Exposure Account, the commingling of Collections on the Collateral
at any time with other funds;


 


(xvi)      any
investigation, litigation or proceeding related to this Agreement or the use of proceeds of Advances or the security interest in the
Collateral;


 


(xvii)     any
failure by the Borrower to give reasonably equivalent value to the Seller or the applicable third party transferor, in consideration
for the transfer by the Seller 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;


 


(xviii)    the
use of the proceeds of any Advance in a manner other than as provided in this Agreement and the Sale Agreement;


 






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(xix)       the
failure of the Borrower or any of its agents or representatives to remit to the Collateral Manager or the Administrative Agent, Collections
on the Collateral remitted to the Borrower, the Collateral Manager or any such agent or representative as provided in this Agreement;
or


 


(xx)        the
failure of the Collateral Manager to satisfy its obligations under Section 10.2.


 


(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 later of (i) the Payment Date following such Person’s
demand therefor and (ii) 30 days after the Borrower’s receipt from such Person of 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 or the Collateral Custodian and the termination of this Agreement.


 


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, forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any such
Indemnified Party by reason of (x) any gross negligence or willful misconduct of the Collateral Manager or (y) 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 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 of (I) any gross negligence or willful misconduct of the Collateral
Manager or (II) any acts or omissions of the Collateral Manager 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, in each case, any Indemnified
Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined
by a court of competent jurisdiction by final non-appealable judgment). The provisions of this indemnity shall run directly to and be
enforceable by an injured party subject to the limitations hereof.


 






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(b)          Any
amounts subject to the indemnification provisions of this Section 10.2 shall be paid by the Collateral Manager to the Indemnified
Party within five (5) Business Days following such Person’s demand therefor.


 


(c)          The
Collateral Manager shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse
for uncollectible or uncollected Loans.


 


(d)          The
obligations of the Collateral Manager under this Section 10.2 shall survive the resignation or removal of the Administrative
Agent or the Collateral Custodian and the termination of this Agreement.


 


(e)          Any
indemnification pursuant to this Section 10.2 shall not be payable from the Collateral.


 


Section 10.3.       Taxes.


 


This Article X
(other than Section 10.1(a)(xiii)) shall not apply with respect to Taxes other than any Taxes that represent losses, claims,
damages, etc. arising from any non-Tax claim.


 


ARTICLE XI.


 


THE ADMINISTRATIVE AGENT


 


Section 11.1.       Appointment.


 


Each Secured Party hereby
appoints and authorizes the Administrative Agent as its agent and bailee for purposes of perfection pursuant to the applicable UCC and
hereby further authorizes the Administrative Agent to appoint additional agents and bailees (including, without limitation, the Collateral
Custodian) 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.


 






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Section 11.2.       Standard
of Care; Exculpatory Provisions.


 


(a)          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.


 


(b)          The
Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Transaction Documents.
Without limiting the generality of the foregoing, the Administrative Agent:


 


(i)          shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(ii)         shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Transaction Documents that the Administrative Agent is required to exercise as directed in writing
by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other
Transaction Documents), provided that, the Administrative Agent shall not be required to take any action that, in its opinion
or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Transaction Document or Applicable
Law; and


 


(iii)        shall
not, except as expressly set forth herein and in the other Transaction Documents, have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by
the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 






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(c)          The
Administrative Agent shall not be liable to any Lender for any action taken or not taken by it (i) with the consent or at the request
of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall
believe in good faith shall be necessary) or (ii) in the absence of its own gross negligence or willful misconduct as determined
by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of
any Default unless and until notice describing such Default is given to the Administrative Agent by the Collateral Manager, the Borrower
or a Lender.


 


(d)          The
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Transaction Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Transaction Document or any other agreement, instrument or document
or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt
of items expressly required to be delivered to the Administrative Agent.


 


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, bad faith or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult
with legal counsel (including counsel for the Borrower or the Seller), 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 the Borrower, the Collateral Manager, the Equityholder or the Seller or to inspect the property (including the books and
records) of the Borrower, the Collateral Manager, the Equityholder or the Seller; (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, 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.


 






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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. 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.


 


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 and may be removed at any time with cause by the
Lenders acting jointly. Upon any such resignation or removal, 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 or the removal of the retiring Administrative Agent, then the retiring Administrative Agent
may, on behalf of the Secured Parties, appoint a successor Administrative Agent with the consent of the Borrower (not to be unreasonably
withheld and only if no Default or Event of Default has occurred and is continuing) 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 or (ii) an Affiliate of such a bank. 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 or removal hereunder 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.


 






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Section 11.7.       Delegation
of Duties.


 


The Administrative Agent may
perform any and all of its duties and exercise its rights and powers hereunder or under any other Transaction Document by or through any
one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all
of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions of this Article shall
apply to any such sub-agent and to the Affiliates of the Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facility as well as activities as Administrative Agent.


 


Section 11.8.       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 12:00 noon 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.


 


Section 11.9.       Collateral
Matters.


 


Each of the Lenders irrevocably
authorize the Administrative Agent, at its option and in its discretion:


 


(a)          to
release any Lien on any Collateral granted to or held by the Administrative Agent, for the ratable benefit of the Secured Parties, under
any Transaction Document (i) upon the termination of the Commitment and payment in full of all Obligations (other than contingent
indemnification obligations), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under
any other Transaction Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 12.1;
and


 


(b)          to
subordinate or release any Lien on any Collateral granted to or held by the Administrative Agent under any Transaction Document to the
holder of any Permitted Lien.


 


(c)          Upon
request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority
to release or subordinate its interest in particular types or items of property pursuant to this Section 11.9. In each case
as specified in this Section 11.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to
the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral
from the assignment and security interest granted under the Transaction Documents or to subordinate its interest in such item, in each
case in accordance with the terms of the Transaction Documents and this Section 11.9.


 






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Section 11.10.     Erroneous
Payments.


 


(a)          The
Lender, each other Secured Party and any other party hereto hereby severally agrees that if (i) the Administrative Agent notifies
(which such notice shall be conclusive absent manifest error) such Lender or any other Secured Party or any other Person that the Administrative
Agent has determined in its sole discretion that such person has received funds on behalf of a Lender, Secured Party or other Person (each
such recipient, a “Payment Recipient”) from the Administrative Agent or any of its Affiliates which were erroneously
transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient)
or (ii) any Payment Recipient receives any payment from the Administrative Agent (or any of its Affiliates) (x) that is in a
different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative
Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied
by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment,
prepayment or repayment or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in error or by mistake
(in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts specified in clauses
(i) or (ii) of this Section 11.10(a), whether received as a payment, prepayment or repayment of principal, interest,
fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”) then such Payment Recipient
is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment; provided that nothing in this Section shall
require the Administrative Agent to provide any of the notices specified in clauses (i) or (ii) above. Each Payment Recipient
shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or
recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments, including
without limitation waiver of any defense based on “discharge for value” or any similar doctrine.


 


(b)          Without
limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above, it shall
promptly (and, in all events, within one Business Day of its knowledge (or deemed knowledge) of such error) notify the Administrative
Agent in writing of such occurrence.


 


(c)          In
the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the Administrative
Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and upon demand
from the Administrative Agent such Payment Recipient shall (or, with respect to any Payment Recipient who received such funds on its behalf
shall cause such Payment Recipient to), promptly, but in all events no later than one Business Day thereafter, return to the Administrative
Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds and in the currency
so received, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof)
was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time
to time in effect.


 






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(d)          In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor
by the Administrative Agent in accordance with immediately preceding clause (c), from the Lender that is a Payment Recipient (such unrecovered
amount as to such Lender, an “Erroneous Payment Return Deficiency”), then at the sole discretion of the Administrative
Agent and upon the Administrative Agent’s written notice to such Payment Recipient (i) such Payment Recipient shall be deemed
to have assigned its Advances (but not its Commitments) with respect to which such Erroneous Payment was made to the Administrative Agent
or, at the option of the Administrative Agent, the Lender Affiliated with the Administrative Agent, in a principal amount equal to the
Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Advances (but
not Commitments), the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest, without
further consent or approval of any party hereto without any further payment by the Administrative Agent or its Affiliated Lender as the
assignee of such Erroneous Payment Deficiency Assignment, and the Administrative Agent may reflect in the Register its ownership interest
in the Advances subject to the Erroneous Payment Deficiency Assignment. As to any Erroneous Payment Deficiency Assignment, the provisions
of this clause (d) shall govern in the event of any conflict with the terms and conditions of Section 12.16. For the
avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of the Lender and such Commitments shall remain
available in accordance with the terms of this Agreement.


 


(e)          Each
party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient
that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the
rights of such Payment Recipient with respect to such amount, (y) the receipt of an Erroneous Payment by a Payment Recipient shall
not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Obligations
owed by the Borrower (except to the extent that the funds used to make such Erroneous Payment were received from the Borrower as repayment
of such Obligations) and (z) to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction
of any of the Obligations, the Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the
case may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received (except
to the extent that the funds used to make such Erroneous Payment were received from the Borrower (or were withdrawn from the Collection
Account) as repayment of such Obligations).


 


(f)          Each
Payment Recipient hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Payment
Recipient under any Transaction Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient
from any source, against any amount due to the Administrative Agent under pursuant to this Section 11.10 or under the indemnification
provisions of this Agreement.


 






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(g)          Each
party’s obligations under this Section 11.10 shall survive the resignation or replacement of the Administrative Agent
or any transfer of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction
or discharge of all Obligations (or any portion thereof) under any Transaction Document.


 


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 Equityholder, the Collateral Manager, the Administrative Agent and the Required Lenders; provided
that (i) any amendment of the Agreement that is solely for the purpose of adding a Lender may be effected without the written consent
of the Borrower or any Lender, (ii) no such amendment, waiver or modification materially adversely affecting the rights or obligations
of the Collateral Custodian shall be effective without the written agreement of such Person, and (iii) any amendment of the Agreement
that a Lender is advised by its legal or financial advisors to be necessary 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 but with the written consent of the Borrower
(not to be unreasonably withheld).


 


(a)          Benchmark
Replacement Settings


 


(1)          (A)          Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Benchmark Transition Event
or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect
of any setting of any then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(1) or
(a)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date and such Benchmark, such Benchmark
Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of such Benchmark setting
and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any
other Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(3) of the definition
of “Benchmark Replacement” for such Benchmark Replacement Date and such Benchmark, such Benchmark Replacement will replace
such Benchmark for all purposes hereunder and under any Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New
York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders
without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document so long
as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising
the Required Lenders.


 






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(B)          Notwithstanding
anything to the contrary herein or in any other Transaction Document, if a Term SOFR Transition Event and its related Benchmark Replacement
Date have occurred prior to the Reference Time in respect of any setting of the applicable then-current Benchmark, then the applicable
Benchmark Replacement will replace such then-current Benchmark for all purposes hereunder or under any Transaction Document in respect
of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party
to, this Agreement or any other Transaction Document; provided that this clause (B) shall not be effective unless the Administrative
Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not
be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.


 


(2)          Benchmark
Replacement Conforming Changes. 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 or any other Transaction Document.


 


(3)          Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower, the Collateral Manager, the
Collateral Custodian and the Lenders of (A) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early
Opt-in Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement,
(C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark
pursuant to Section 12.1(a)(4) below and (E) 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 or any selection, 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 to this Agreement or any other Transaction Document,
except, in each case, as expressly required pursuant to this Section 12.1.


 






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(4)          Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including
in connection with the implementation of a Benchmark Replacement), (A) if any then-current Benchmark is a term rate (including Term
SOFR or LIBOR) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion (in consultation with the Borrower) or
(2) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information
announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition
of “Accrual Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor
and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a screen
or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement
that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may
modify the definition of “Accrual Period” for all Benchmark settings at or after such time to reinstate such previously removed
tenor.


 


(5)          London
Interbank Offered Rate Benchmark Transition Event. On March 5, 2021, the ICE Benchmark Administration (the “IBA”),
the administrator of the London interbank offered rate, and the Financial Conduct Authority (the “FCA”), the regulatory
supervisor of the IBA, announced in public statements (the “Announcements”) that the final publication or representativeness
date for the London interbank offered rate for: (i) GBP will be December 31, 2021, (ii) Dollars for 1-week and 2-month
tenor settings will be December 31, 2021 and (iii) Dollars for overnight, 1-month, 3-month, 6-month and 12-month tenor settings
will be June 30, 2023. No successor administrator for the IBA was identified in such Announcements. The parties hereto agree and
acknowledge that the Announcements resulted in the occurrence of a Benchmark Transition Event with respect to the London interbank offered
rate for the each of the aforementioned currencies and that any obligation of the Administrative Agent to notify any parties of any such
Benchmark Transition Event hereunder shall be deemed satisfied.


 


(6)          Benchmark
Unavailability Period. For any determination of interest hereunder or under any other Transaction Document during a Benchmark Unavailability
Period with respect to a given Benchmark, the principal amount of Advances which bear interest on such Benchmark, shall instead bear interest
determined in relation to the Base Rate, computed as otherwise described herein.


 


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. All such notices and communications
shall be effective, upon receipt, or in the case of (a) notice by mail, five (5) days after being deposited in the United States
mail, first class postage prepaid, (b) notice by e-mail, when verbal or electronic communication of receipt is obtained, or (c) notice
by facsimile copy, when verbal communication of receipt is obtained.


 






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Section 12.3.       Ratable
Payments.


 


If any Lender, whether by
setoff or otherwise, has payment made to it with respect to any portion of the Obligations owing to such Lender (other than payments received
pursuant to Section 10.1) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon
demand, to purchase for cash without recourse or warranty a portion of the Obligations held by the other Lenders so that after such purchase
each Lender will hold its ratable proportion of the Obligations; provided that, if all or any portion of such excess amount is
thereafter recovered from such Lender, 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 Custodian or a 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 Equityholder, the Collateral Manager, the Administrative Agent, the Collateral Custodian,
the Secured Parties and their respective successors and permitted assigns. Each Affected Party and each Indemnified Party shall be an
express third party beneficiary of this Agreement.


 


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, create and constitute the continuing
obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect during the Covenant Compliance
Period; 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 any termination of this Agreement.


 


Section 12.7.       Governing
Law; Waiver of Jury Trial.


 


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. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.


 






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Section 12.8.       Consent
to Jurisdiction; Waiver of Objection to Venue; Waivers.


 


Each of the parties hereto
hereby irrevocably and unconditionally:


 


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


 


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


 


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


 


(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; and


 


(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, exemplary, punitive or consequential damages.


 


Section 12.9.       Costs
and Expenses.


 


(a)          In
addition to the rights of indemnification granted to the Indemnified Parties under Article X hereof, the Borrower agrees to
pay on the later of the next Payment Date and 30 days after receipt of a request for payment of all costs and expenses of the Administrative
Agent and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including periodic
auditing subject to Sections 5.1(d), 5.3(d) and 7.10), 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 fees and out-of-pocket expenses of counsel for the Administrative Agent and the Collateral Custodian
with respect thereto and with respect to advising the Administrative Agent and the Collateral Custodian as to their respective rights
and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses,
if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Collateral Custodian or 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 later of the next Payment Date and 30 days after receipt of a request therefor, all other reasonable costs and
expenses incurred by the Administrative Agent and the Secured Parties, in each case in connection with periodic audits of the Borrower’s
or the Collateral Manager’s books and records and required to be reimbursed by the Borrower or the Collateral Manager pursuant to
this Agreement.


 






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Section 12.10.     No
Proceedings.


 


Each of the parties hereto (other than the Administrative
Agent) hereby agrees that it will not institute against, or join any other Person in instituting against, the Borrower 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 end of the Covenant Compliance Period. The provisions of this Section 12.10 are a material inducement for the 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 or similar laws of any jurisdiction. The provisions of this paragraph shall survive the termination
of this Agreement.


 


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, the Seller 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, employee, member, manager or director of the Administrative
Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller 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, the Seller 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 obligations of the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the
Seller 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, the Seller 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, the
Seller 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, the Seller 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, the Seller 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, the Seller
or the Equityholder, or any of them, for breaches by the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager,
the Seller 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, member, manager or director of the Borrower, the Collateral
Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting
a felony by such Person.


 






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(b)          Notwithstanding
any contrary provision set forth herein, no claim may be made by the Borrower, the Collateral Manager, the Seller or the Equityholder
or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees,
member, manager, 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 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)          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.


 


(d)          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
Collateral Manager shall take such actions as are necessary or reasonably requested by the Administrative Agent to enable the Administrative
Agent to promptly record, register or file, as applicable, 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, 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 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 under any other Transaction Document.


 






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(c)          If
the Borrower, the Collateral Manager, the Seller or the Equityholder 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.


 


(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 anniversary of the date of filing of the financing statement referred to in Section 3.1(i) or any
other financing statement filed pursuant to this Agreement or in connection with any Advance hereunder, unless the Covenant Compliance
Period shall have ended, authorize, execute and deliver and file or cause to be filed an appropriate continuation statement with respect
to such financing statement.


 


Section 12.13.     Confidentiality.


 


(a)          Each
of the Administrative Agent, the Secured Parties, the Collateral Manager, the Collateral Custodian, the Equityholder and the Borrower
shall maintain and shall cause each of its employees and officers to maintain the confidentiality of the Agreement and all information
with respect to the other parties, including all information regarding the business and beneficial ownership of the Borrower, the Equityholder
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, potential investors (in the case of the Equityholder),
affiliates or other agents, including any Approved Broker Dealer or Approved Valuation Firm, 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 shall, as a condition to any such disclosure, agree
for the benefit of the Administrative Agent, the Secured Parties, the Collateral Manager, the Collateral Custodian, the Equityholder and
the Borrower that such information shall be used solely in connection with such Excepted Person’s evaluation of, or relationship
with, the Borrower and its affiliates, (ii) disclose the existence of the Agreement, but not the financial terms thereof, (iii) disclose
such information as is required by Applicable Law and (iv) disclose the 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 Defaults, and priority of payment provisions.


 






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(b)          Anything
herein to the contrary notwithstanding, each of the Borrower, the Equityholder and the Collateral Manager hereby consents to the disclosure
of any nonpublic information with respect to it (i) to the Administrative Agent, the Collateral Custodian or the Secured Parties
by each other, (ii) by the Administrative Agent, the Collateral Custodian and the 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, or
(iii) by the Administrative Agent, and the Secured Parties to any Rating Agency, 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. In addition, the Secured
Parties, the Administrative Agent, 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; (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 respects of the Administrative Agents’, the Secured Parties’, the Collateral Custodian’s, the Borrower’s,
the Equityholder’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 Custodian, the Borrower, the Equityholder or an officer, director, employee, shareholder, partner, manager, member 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, the Collateral Manager or the Equityholder or (e) to any affiliate, independent or
internal auditor, agent (including any potential sub-or-successor servicer), employee or attorney of the Collateral Custodian having a
need to know the same, if the Collateral Custodian advises such recipient of the confidential nature of the information being disclosed
and such person agrees to the terms hereof for the benefit of the Borrower, the Collateral Manager and the Equityholder; or (iii) any
other disclosure authorized by the Borrower, the Collateral Manager and the Equityholder, as applicable.


 


(d)          Notwithstanding
any other provision of this Agreement, the Borrower, the Equityholder and the Collateral Manager shall each have the right to keep confidential
from the Administrative Agent, the Collateral Custodian and/or the Secured Parties, for such period of time as the Borrower, the Equityholder
and/or the Collateral Manager, as the case may be, determines is reasonable (i) any information that the Borrower, the Equityholder
and/or the Collateral Manager, as the case may be, reasonably believes to be in the nature of trade secrets and (ii) any other information
that the Borrower, the Equityholder, the Collateral Manager or any of their Affiliates, or the officers, employees, partners, members,
managers or directors of any of the foregoing, is required by law to keep confidential as evidenced by an Opinion of Counsel.


 






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(e)          Each
of the Administrative Agent, the Secured Parties and the Collateral Custodian 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 facsimile), 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.     Status
of Lenders; Assignments by the Lenders.


 


(a)          Each
Lender represents and warrants to the Borrower that it is a “qualified institutional buyer” as defined in Rule 144A of
the Securities Act. Each Lender may at any time assign, or grant a security interest or sell a participation interest in or sell any Advance
(or portion thereof) to any Person; provided that, as applicable, (i) no transfer of any Advance (or any portion thereof)
shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities
laws or is made in accordance with the Securities Act and such laws, (ii) the transfer is made only to a person who is (A) either
an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the
Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer”
as defined in Rule 144A under the Securities Act and (B) a “qualified purchaser” as defined in the 1940 Act, (iii) no
such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iv) such Person shall have a long-term
unsecured debt rating of “A” or better by S&P and “A3” or better by Moody’s, (v) Wells Fargo shall
(A) unless required by Applicable Law (including, without limitation, the Volcker Rule) not assign more than 49% of the Facility
Amount and (B) retain all Eligible Loan approval rights pursuant to clause (B) of the definition of “Eligible Loan”
and (vi) in the case of an assignment of any Advance (or any portion thereof) the assignee executes and delivers to the Collateral
Manager, the Equityholder, the Borrower and the Administrative Agent a fully executed Joinder Supplement substantially in the form of
Exhibit I hereto. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver
to the applicable Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory
to such parties. The Borrower agrees that each participant shall be entitled to the benefits of Sections 2.12 and 2.13 (subject
to the requirements and limitations therein, including the requirements under Section 2.13(g) (it being understood that
the documentation required under Section 2.13(g) shall be delivered to the participating Lender)) to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to this Section 12.16(a); provided that,
such participant shall not be entitled to receive any greater payment under Sections 2.12 or 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 a change in Applicable Law that occurs after the participant acquired the applicable participation. The Borrower shall not
assign or delegate, or grant any interest in, or permit any Lien 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.


 






    140


    


    

 



 


(b)            The
Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its lending offices, a copy of
each transfer pursuant to Section 12.16(a) 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 Advances owing to, each Lender pursuant to
the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder may be effected only
by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall be conclusive,
absent manifest error, and the Borrower, 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, notwithstanding notice to the contrary.
The register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.


 


Each Lender that sells a participation
interest hereunder shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name
and address of each participant and the principal amounts (and stated interest) of each such participant’s interest in the obligations
under the Transaction Documents (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 under any Transaction Document) 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.


 






    141


     


    

 


(c)            The
Collateral Custodian may, at any time, assign all or any part of its rights and obligations hereunder; provided, however, that any such
assignee shall (i) be a bank or other financial institution organized and doing business under the laws of the United States or of
any state thereof, (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) be subject to supervision or examination by a federal or state banking authority, (v) have
a rating of at least “Baa1” by Moody’s and “BBB+” by S&P and (vi) have an office within the United
States.


 


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. 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 12.19. Recognition
of the U.S. Special Resolution Regimes.


 


In the event that the Borrower
becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Borrower of this Agreement and/or any other
Transaction Document, and any interest and obligation in or under this Agreement and/or any other Transaction Document, 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 any
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.


 


In the event that the Borrower
or a BHC Act Affiliate of the Borrower becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this
Agreement and/or any other Transaction Document that may be exercised against the Borrower 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 any other Transaction
Document were governed by the laws of the United States or a state of the United States.


 


[Remainder of Page Intentionally Left Blank.]


 






    142


     


    

 


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:	NEW MOUNTAIN GUARDIAN III SPV, L.L.C., as the Borrower
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 


	EQUITYHOLDER AND SELLER:	NEW MOUNTAIN GUARDIAN
III BDC, L.L.C., as the Equityholder and as the Seller
	 	 
	 	 	 
		By:	
	 	 	Name:
	 	 	Title:



 


	COLLATERAL MANAGER:	NEW MOUNTAIN GUARDIAN III BDC, L.L.C., as Collateral Manager
	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


[Signatures Continued on the Following Page]


 






    Signature Page to LSA


     


    

 


	THE ADMINISTRATIVE AGENT	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Administrative Agent
	 	 
	 	 	 
		By:	
	 	 	Name:
	 	 	Title:



 


	LENDER:	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


[Signatures Continued on the Following Page]


 






    Signature Page to LSA


     


    

 


	THE COLLATERAL CUSTODIAN:	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Collateral Custodian
	 	 	 
	 	 	 
		By:	
	 	 	Name:
	 	 	Title:



 






    Signature Page to LSA


     


    

 


Annex A


 


NEW MOUNTAIN
GUARDIAN III SPV, L.L.C.

NEW MOUNTAIN GUARDIAN III BDC, L.L.C.

787 Seventh Avenue, 49th Floor

New York, NY 10019

Attention: Shiraz Kajee and Holly Lau

Fax: (212) 720-0351


 






    


     


    

 


Annex A (Continued)


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION


550 South Tryon Street

Charlotte, NC 28202

Attention: Corporate Debt Finance

Facsimile: (704) 715-0067

Confirmation: (704) 410-2489

All electronic dissemination of Notices should be sent to scp.mmloans@wellsfargo.com and


agencyservices.request@wellsfargo.com


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION


as Lender

550 South Tryon Street

Charlotte, NC 28202

Attention: Corporate Debt Finance

Facsimile: (704) 715-0067

Confirmation: (704) 410-2489

All electronic dissemination of Notices should be sent to scp.mmloans@wellsfargo.com and


agencyservices.request@wellsfargo.com


 


WELLS FARGO
BANK, NATIONAL ASSOCIATION, as Collateral Custodian

For notices


 


Wells Fargo Bank, National Association 


Corporate Trust Services Division 


9062 Old Annapolis Rd. 


Columbia, Maryland 21045 


Attn: CDO
Trust Services—New Mountain Capital 


Fax: (410) 715-3748 


Phone(410)
884-2000


 






    


     


    

 


Annex B


 


	Lender	 	Commitment	 
	Wells Fargo Bank, National Association	 	$	600,000,000	 



 






    


     


    

 


Annex C


 


	1 	 	 	3	 	 	 	4	 	 	 	5	 
	Facility Amount 1,2	 	$	300,000,000	 	 	$	450,000,000	 	 	$	600,000,000	 
	Eligible Loan	 	 	 	 	 	 	 	 	 	 	 	 
	Clause (bb) PIK Loans	 	$	15,000,000	 	 	$	22,500,000	 	 	$	30,000,000	 
	Clause (z) Non-US Loans	 	$	30,000,000	 	 	$	45,000,000	 	 	$	60,000,000	 
	Clause (y) Unfunded	 	$	30,000,000	 	 	$	45,000,000	 	 	$	60,000,000	 
	Clause (aa) Fixed Rate	 	$	30,000,000	 	 	$	45,000,000	 	 	$	60,000,000	 
	Clause (cc) Recurring Revenue Loans	 	$	30,000,000	 	 	$	45,000,000	 	 	$	60,000,000	 
	Excess Concentration Amount	 	 	 	 	 	 	 	 	 	 	 	 
	Clause (b)(z)(i) 2 Largest Obligors	 	$	30,000,000	 	 	$	45,000,000	 	 	$	60,000,000	 
	Clause (b)(z)(ii) Next 3 Largest Obligors	 	$	25,000,000	 	 	$	37,500,000	 	 	$	50,000,000	 
	Clause (b)(z)(iii) All Other Obligors	 	$	20,000,00	 	 	$	30,000,000	 	 	$	40,000,000	 
	Clause (b)(x)(ii)	 	$	70,000,000 (or, on or after the Automatic Excess Concentration Amount Reduction Date, $60,000,000)	 	 	$	90,000,000	 	 	$	120,000,000	 
	Clause (b)(y)(ii)	 	$	52,500,000 (or, on or after the Automatic Excess Concentration Amount Reduction Date, $45,000,000)	 	 	$	67,500,000	 	 	$	90,000,000	 
	Required Minimum Equity Amount	 	 	 	 	 	 	 	 	 	 	 	 
	Clause (x)	 	$	85,000,000	 	 	$	125,000,000	 	 	$	165,000,000	 



 





 












1
If the current Facility Amount is not equal to an amount set forth in the “Facility Amount” row, then the applicable
Facility Amount shall be the next lowest amount set forth in the “Facility Amount” row.


2
If the Facility Amount is reduced below $300,000,000, each number in column 1 of the above chart shall be agreed to in writing
(including via email) at the time of such reduction by the Borrower and the Administrative Agent.


 






    


     


    

 


EXECUTION VERSION 


Conformed through Third Amendment dated as of
October 28, 2021


 


EXHIBITS AND SCHEDULES

TO

LOAN AND SECURITY AGREEMENT


 


Dated as of August 30, 2019


 


(NEW MOUNTAIN GUARDIAN III SPV, L.L.C.)


 


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 Certificate of Assignment
	EXHIBIT G	[Reserved]
	EXHIBIT H	[Reserved]
	EXHIBIT I	Form of Joinder Supplement
	EXHIBIT J	[Reserved]
	EXHIBIT K	[Reserved]
	
    EXHIBIT L-1 

    EXHIBIT L-2 

    EXHIBIT L-3 

    EXHIBIT L-4
	
    Form of
Tax Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

    Form of
Tax Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

    Form of
Tax Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 

    Form of
    Tax Certificate  (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)



 


SCHEDULES


 


	SCHEDULE I	Legal Names
	SCHEDULE II	Approved Broker Dealers and Approved Valuation Firms
	SCHEDULE III	Loan List
	SCHEDULE IV	Credit and Collection Policy
	SCHEDULE V	Agreed-Upon Procedures



 






    


     


    

 


EXHIBIT A-1


To Loan and


Security Agreement


 


FORM OF FUNDING NOTICE


 


[Date]


 


(New Mountain Guardian III SPV, L.L.C.)


 


Wells Fargo Bank, National Association, 


as the Administrative Agent 


550 South Tryon Street

Charlotte, NC 28202

Facsimile No.: (704) 715-0067 


via
e-mail:     cp.conduits@wellsfargo.com 


scp.mmloans@wellsfargo.com


 


Re:            Loan
and Security Agreement dated as of August 30, 2019


 


Ladies and Gentlemen:


 


This Funding Notice is delivered
to you pursuant to Sections 2.2 and 3.2 of that certain Loan and Security Agreement, dated as of August 30, 2019 (as
amended, modified, supplemented or restated from time to time, the “Loan and Security Agreement”), by and among New
Mountain Guardian III BDC, L.L.C., as the collateral manager (together with its successors and assigns in such capacity, the “Collateral
Manager”), New Mountain Guardian III SPV, L.L.C., as the borrower (in such capacity, the “Borrower”), New
Mountain Guardian III BDC, L.L.C., as the equityholder (in such capacity, the “Equityholder”) and as the seller (in
such capacity, the “Seller”), Wells Fargo Bank, National Association, as the Administrative Agent, each of the Lenders
from time to time party thereto and Wells Fargo Bank, National Association, as the Collateral Custodian. Capitalized terms used but not
defined herein shall have the meanings provided in the Loan and Security Agreement.


 


The undersigned, through their
duly elected Responsible Officers, and holding the office set forth below such officer’s name, hereby certify as follows:


 


		1.	The Borrower hereby requests an Advance in the principal amount of $_____________. The Advance shall be
at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan,
such lesser amount as required to fund such draw).



 


		2.	The Borrower hereby requests that such Advance
be made on the following date (the “Funding Date”): _____________.



 


3.              Wire
Instructions:       Name of Bank:                                    


A/C No.: __________________


ABA No.: _________________


Reference:_________________


 






    A-1-1


     


    

 


		4.	Attached to this Funding Notice is a true, correct and complete list of Obligors and all Loans which will
become part of the Collateral on the Funding Date, each Loan reflected thereon being an Eligible Loan.



 


		5.	All of the conditions applicable to the Advance
requested herein as set forth in the Loan and Security Agreement have been satisfied as of the date hereof and will remain satisfied
to the date of such Advance, including those set forth in Article III of the Loan and Security Agreement (except as otherwise
provided in Section 2.2(e) of the Loan and Security Agreement), and the following:



 


(i)             The
representations and warranties contained in Section 4.1 and Section 4.2 are true and correct on and as of such
day as though made on and as of such day and shall be deemed to have been made on such day (other than any representation and warranty
that is made as of a specific date);


 


(ii)            No
event has occurred and is continuing, or would result from such Advance or from the application of proceeds therefrom, which constitutes
a Default, an Event of Default or a Collateral Manager Default;


 


(iii)           On
and as of the date specified in clause (2) above, and after giving effect to the Advance, the Availability is greater than or equal
to zero;


 


(iv)           On
and as of the date specified in clause (2) above, each of the Collateral Manager and the Borrower has performed all of the covenants
and agreements contained in the Loan and Security Agreement to be performed by such Person on or prior to such day; and


 


(v)             No
Applicable Law prohibits or enjoins the making of such Advance by any Lender.


 


		6.	Each of the undersigned certify that all information contained herein and in the attached Borrowing Base
Certificate is true, correct and complete as of the date hereof.



 


It is understood and acknowledged that each of
the undersigned is executing this Funding Notice not in an individual capacity but solely as a Responsible Officer of the Borrower or
the Collateral Manager, as applicable, and is without any personal liability as to the matters contained in this Funding Notice.


 






    A-1-2


     


    

 


IN WITNESS WHEREOF, the undersigned
have executed this Funding Notice as of the date first above written.


 


	New Mountain Guardian III SPV, L.L.C., as the Borrower	 	New Mountain Guardian III BDC, L.L.C., as the Collateral Manager
	 	 	 
	 	 	 
	By:	 	 	By: 	
	Name: 	 	 	Name: 	 
	Title:	    	 	Title:	    


 


[Attach Borrowing Base Certificate and List
of Loans]


 






    A-1-3


     


    

 


EXHIBIT A-2


To Loan and


Security Agreement


 


FORM OF REPAYMENT NOTICE


 


[Date]


 


(New Mountain Guardian III SPV, L.L.C.)


 


Wells Fargo Bank, National Association, 


as the Administrative Agent 


550
South Tryon Street

Charlotte, NC 28202

Facsimile No.: (704) 715-0067

via e-mail:        cp.conduits@wellsfargo.com 


  scp.mmloans@wellsfargo.com


 


Re:     Loan
and Security Agreement dated as of August 30, 2019


 


Ladies and Gentlemen:


 


This Repayment Notice is delivered
to you pursuant to Section 2.3 of that certain Loan and Security Agreement, dated as of August 30, 2019 (as amended,
modified, supplemented or restated from time to time, the “Loan and Security Agreement”), by and among New Mountain
Guardian III BDC, L.L.C., as the collateral manager (together with its successors and assigns in such capacity, the “Collateral
Manager”), New Mountain Guardian III SPV, L.L.C., as the borrower (in such capacity, the “Borrower”), New
Mountain Guardian III BDC, L.L.C., as the equityholder (in such capacity, the “Equityholder”) and as the seller (in
such capacity, the “Seller”), Wells Fargo Bank, National Association, as the Administrative Agent, each of the Lenders
from time to time party thereto and Wells Fargo Bank, National Association, as the Collateral Custodian. Capitalized terms used but not
defined herein shall have the meanings provided in the Loan and Security Agreement.


 


The undersigned, through its
duly elected Responsible Officer, and holding the office set forth below such officer’s name, hereby certifies as follows:


 


1.             [Pursuant
to Section 2.3(b) of the Loan and Security Agreement, the Borrower desires to reduce the Advances Outstanding (an “Advance
Reduction”) by the amount of $_____________. Any reduction of the Advances Outstanding (other than with respect to payments
of Advances Outstanding made by the Borrower to reduce the Required Advance Reduction Amount) shall be in a minimum amount of $500,000
and in integral multiples of $100,000 in excess thereof.


 


2.             In
connection with any such Advance Reduction, the Borrower shall deliver to the Administrative Agent funds sufficient to repay such Advances
Outstanding together with all accrued Interest and Breakage Costs.]


 






    A-2-1


     


    

 


3.             [Pursuant
to Section 2.3(a) of the Loan and Security Agreement, the Borrower desires to permanently and irrevocably reduce the
Facility Amount (a “Facility Reduction”) by the amount of $_____________. Such Facility Reduction shall be in an amount
equal to the Facility Amount, or, in the case of a partial reduction, $2,500,000 and in integral multiples of $250,000 in excess thereof.]


 


4.             The
Borrower hereby requests that such [Advance Reduction] [and] [Facility Reduction] be made on the following date: _____________.


 


The undersigned certifies that all information
contained herein is true and correct as of the date hereof.


 


It is understood and acknowledged
that undersigned is executing this Repayment Notice not in an individual capacity but solely as a Responsible Officer of the Borrower
and is without any personal liability as to the matters contained in this Repayment Notice.


 


[Remainder of Page Intentionally Left Blank]


 






    A-2-2


     


    

 


IN WITNESS WHEREOF, the undersigned
have executed this Repayment Notice as of the date first above written.


 


	New Mountain Guardian III SPV, L.L.C., as the Borrower
	 
	 
	By: 	 	 
	Name: 	 	 
	Title:	 	    


 






    A-2-3


     


    

 


EXHIBIT A-3


To Loan and


Security Agreement


 


FORM OF REINVESTMENT NOTICE


 


[Date]


 


(New Mountain Guardian III SPV, L.L.C.)


 


Wells Fargo Bank, National Association, 


as the Administrative Agent 


550
South Tryon Street

Charlotte, NC 28202

Facsimile No.: (704) 715-0067

via e-mail:        cp.conduits@wellsfargo.com 


  scp.mmloans@wellsfargo.com


 


Re:     Loan
and Security Agreement dated as of August 30, 2019.


 


Ladies and Gentlemen:


 


This Reinvestment Notice is
delivered to you pursuant to Sections 2.14 and 3.2 of that certain Loan and Security Agreement, dated as of August 30,
2019 (as amended, modified, supplemented or restated from time to time, the “Loan and Security Agreement”), by and
among New Mountain Guardian III BDC, L.L.C., as the collateral manager (together with its successors and assigns in such capacity, the
 “Collateral Manager”), New Mountain Guardian III SPV, L.L.C., as the borrower (in such capacity, the “Borrower”),
New Mountain Guardian III BDC, L.L.C., as the equityholder (in such capacity, the “Equityholder”) and as the seller
(in such capacity, the “Seller”), Wells Fargo Bank, National Association, as the Administrative Agent, each of the
Lenders from time to time party thereto and Wells Fargo Bank, National Association, as the Collateral Custodian. Capitalized terms used
but not defined herein shall have the meanings provided in the Loan and Security Agreement.


 


The undersigned, through their
duly elected Responsible Officers, each holding the office set forth below such officer’s name, hereby certify as follows:


 


1.             Pursuant
to Section 2.7(d) of the Loan and Security Agreement, the Borrower hereby requests a disbursement (a “Disbursement”)
of Principal Collections from the Principal Collection Account in the amount of $_____________.


 


2.             The
Borrower hereby request that such Disbursement be made on the following date: _____________.


 


3.             Attached
to this Reinvestment Notice is a true, correct and complete calculation of the Borrowing Base and all components thereof.


 






    A-3-1


     


    

 


4.             All
of the conditions applicable to the Disbursement as set forth in the Loan and Security Agreement have been satisfied as of the date hereof
and will remain satisfied to the date of such Disbursement including those set forth in Article III of the Loan and Security
Agreement, and the following:


 


(i)             The
representations and warranties contained in Section 4.1 and Section 4.2 are true and correct on and as of such
day as though made on and as of such day and shall be deemed to have been made on such day (other than any representation and warranty
that is made as of a specific date);


 


(ii)            No
event has occurred and is continuing, or would result from such Disbursement or from the application of the proceeds therefrom, which
constitutes a Default, an Event of Default or a Collateral Manager Default;


 


(iii)           On
and as of the date specified in clause (2) above, and after giving effect to the Disbursement, the Availability is greater than or
equal to zero;


 


(iv)           On
and as of the date specified in clause (2) above, each of the Collateral Manager and the Borrower has performed all of the covenants
and agreements contained in the Loan and Security Agreement to be performed by such Person on or prior to such day;


 


(v)            No
Applicable Law prohibits or enjoins the proposed reinvestment of Principal Collections; and


 


(vi)           Such
Disbursement will be used to [reinvest in Eligible Loans][repay the Advances Outstanding].


 


Each of the undersigned certify that all information
contained herein and in the attached Borrowing Base Certificate is true and correct as of the date hereof.


 


It is understood and acknowledged
that each undersigned is executing this Reinvestment Notice not in an individual capacity but solely as a Responsible Officer of the Borrower
or the Collateral Manager, as applicable, and is without any personal liability as to the matters contained in this Reinvestment Notice.


 


[Remainder of Page Intentionally Left Blank]


 






    A-3-2


     


    

 


IN WITNESS WHEREOF, the undersigned
have executed this Reinvestment Notice as of the date first above written.


 


	New Mountain Guardian III SPV, L.L.C., as the Borrower	 	New Mountain Guardian III BDC, L.L.C., as the Collateral Manager
	 	 	 
	 	 	 
	By:	 	 	By:	 
	Name: 	 	 	Name: 	 
	Title:	    	 	Title:	    


 


[Attach Borrowing Base Certificate]


 






    A-3-3


     


    

 



 


EXHIBIT A-4


To Loan and

Security Agreement


 


FORM OF BORROWING BASE CERTIFICATE


 


[Date]


 


This certificate is delivered
pursuant to that certain Loan and Security Agreement, dated as of August 30, 2019 (as amended, modified, supplemented or restated
from time to time, the “Loan and Security Agreement”), by and among New Mountain Guardian III BDC, L.L.C., as the collateral
manager (together with its successors and assigns in such capacity, the “Collateral Manager”), New Mountain Guardian
III SPV, L.L.C., as the borrower (in such capacity, the “Borrower”), New Mountain Guardian III BDC, L.L.C., as the
equityholder (in such capacity, the “Equityholder”) and as the seller (in such capacity, the “Seller”),
Wells Fargo Bank, National Association, as the Administrative Agent, each of the Lenders from time to time party thereto and Wells Fargo
Bank, National Association, as the Collateral Custodian. Capitalized terms used but not defined herein shall have the meanings provided
in the Loan and Security Agreement.


 


As of the date hereof, the
undersigned each certify that (i) all of the information set forth in Annex I attached hereto is true, correct and complete and no
Default, Event of Default or Collateral Manager Default has occurred and is continuing; (ii) all of the Loans owned by the Borrower
are Eligible Loans, within the meaning of such term in the Loan and Security Agreement other than as waived by the Administrative Agent
as of the Purchase Date with respect to any such Loan; and (iii) solely with respect to itself, each of the representations and warranties
contained in the Loan and Security Agreement is true, correct and complete.


 


It is understood and acknowledged that each of
the undersigned is executing this Borrowing Base Certificate not in an individual capacity but solely as a Responsible Officer of the
Borrower or the Collateral Manager, as applicable, and is without any personal liability as to the matters contained in this Borrowing
Base Certificate.


 


[Remainder of Page Intentionally Left Blank]


 






    A-4-1


     


    

 


Certified as of the date first
above written.


 


	New Mountain Guardian III SPV, L.L.C., as the Borrower	 	New Mountain Guardian III BDC, L.L.C., as the Collateral Manager
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	Name: 	 	 	Name: 	 
	Title:	 	 	Title:	 


 






    A-4-2


     


    

 


ANNEX I


To Exhibit A-4


 


BORROWING BASE REPORT


 


SEE ATTACHED


 






    A-4-3


     


    

 


EXHIBIT A-5


To Loan and


Security Agreement


 


FORM OF APPROVAL NOTICE


 


	DATE	 
	 	 
	ELIGIBLE LOAN INFORMATION	 
	 	 
	Obligor Name	 
	 	 
	Original Net Senior Leverage Ratio	 
	 	 
	Original Cash Interest Coverage Ratio	 
	 	 
	Original Total Leverage Ratio	 
	 	 
	Pricing	 
	 	 
	Remaining Term to Maturity	 
	 	 
	Currency	 


 


	
     
	Par Amount of 

Loan	 	Assigned 

Value	 	Advance Rate	 	Purchase Price	 	Loan Type	 	Designated Loan
	NMFH	 	 	 	 	 	 	 	 	 	 	N/A
	LLF I	 	 	 	 	 	 	 	 	 	 	N/A
	LLF II	 	 	 	 	 	 	 	 	 	 	N/A
	G II Domestic	 	 	 	 	 	 	 	 	 	 	 
	G II Offshore A	 	 	 	 	 	 	 	 	 	 	 
	G II Offshore B	 	 	 	 	 	 	 	 	 	 	 
	G III	 	 	 	 	 	 	 	 	 	 	 


 


	ADMINISTRATIVE AGENT APPROVAL	 
	 	 
	Commitment Termination	NA	 
	 	 
	Approval Good Until	 
	 	 
	Approval Conditioned Upon	NA	 


 


	 	Reviewed by:
	 	Telephone No.


 


Net Senior Leverage:


 


Cash Interest
Coverage:





 






    A-5-1


     


    

 


EXHIBIT B


To Loan and


Security Agreement


 


[RESERVED]


 






    B-1


     


    

 


EXHIBIT C


To Loan and


Security Agreement


 


FORM OF OFFICER’S CERTIFICATE AS TO
SOLVENCY


 


[New Mountain Guardian III SPV, L.L.C.]


 


[New Mountain Guardian III BDC, L.L.C.]


 


Reference is made to that
certain Loan and Security Agreement, dated as of August 30, 2019 (as amended, modified, supplemented or restated from time to time,
the “Loan and Security Agreement”), by and among New Mountain Guardian III BDC, L.L.C., as the collateral manager (together
with its successors and assigns in such capacity, the “Collateral Manager”), New Mountain Guardian III SPV, L.L.C.,
as the borrower (in such capacity, the “Borrower”), New Mountain Guardian III BDC, L.L.C., as the equityholder (in
such capacity, the “Equityholder”) and as the seller (in such capacity, the “Seller”), Wells Fargo
Bank, National Association, as the Administrative Agent, each of the Lenders from time to time party thereto and Wells Fargo Bank, National
Association, as the Collateral Custodian. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and
Security Agreement.


 


The undersigned, through its
duly elected Responsible Officer, hereby certifies as of the ______ day of __________, ____ (the “Certification Date”)
to the Administrative Agent, the Lenders, the other Secured Parties, and their respective successors and assigns, as follows:


 


Both before and after giving
effect to (a) the transactions contemplated by the Loan and Security Agreement and the other Transaction Documents and (b) the
payment and accrual of all transaction costs in connection with the foregoing, the undersigned is and will be Solvent.


 


It is understood and acknowledged
that undersigned is executing this Officer’s Certificate as to Solvency not in an individual capacity but solely as a Responsible
Officer of [the Borrower][the Collateral Manager, the Equityholder and the Seller] and is without any personal liability as to the matters
contained in this Officer’s Certificate as to Solvency.


 


[Remainder of Page Intentionally Left Blank]


 




    C-1


     


    

 


 


IN WITNESS WHEREOF, I
have signed and delivered this Officer’s Certificate as to Solvency as of the Certification Date.


 


	 	[New Mountain Guardian III BDC, L.L.C., as the Collateral Manager, the Equityholder and the Seller
	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 		Name:
	 	 	 	Title:   ]
	 	 	 	 
	 	[New Mountain Guardian III SPV, L.L.C., as the Borrower
	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 		Name:
	 	 	 	Title:    ]


 




    C-2


     


    

 


EXHIBIT D


To Loan and


Security Agreement


 


FORM OF OFFICER’S CLOSING CERTIFICATE


 


[New Mountain Guardian III SPV, L.L.C.]


 


[New Mountain Guardian III BDC, L.L.C.]


 


Reference is made to that
certain Loan and Security Agreement, dated as of August 30, 2019 (as amended, modified, supplemented or restated from time to time,
the “Loan and Security Agreement”), by and among New Mountain Guardian III BDC, L.L.C., as the collateral manager (together
with its successors and assigns in such capacity, the “Collateral Manager”), New Mountain Guardian III SPV, L.L.C.,
as the borrower (in such capacity, the “Borrower”), New Mountain Guardian III BDC, L.L.C., as the equityholder (in
such capacity, the “Equityholder”) and as the seller (in such capacity, the “Seller”), Wells Fargo
Bank, National Association, as the Administrative Agent, each of the Lenders from time to time party thereto and Wells Fargo Bank, National
Association, as the Collateral Custodian. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and
Security Agreement.


 


The undersigned, through its
duly elected Responsible Officer, hereby certifies as of the ______ day of __________, ____ (the “Certification Date”)
to the Administrative Agent, the Lenders, the other Secured Parties, and their respective successors and assigns, as follows:


 


1.            Each
of the representations and warranties of the undersigned contained in the Transaction Documents are true, complete and correct on and
as of the Closing Date as though made on and as of such date (other than any representation and warranty that is made as of a specific
date), and no event has occurred and is continuing, or would result from the transactions effected pursuant thereto as of the Closing
Date, that constitutes or would constitute a Default, an Event of Default or a Collateral Manager Default.


 


2.            The
undersigned is in compliance in all material respects with all Applicable Laws to which it may be subject.


 


3.            Except
as otherwise indicated on a schedule to a Transaction Document, or as otherwise consented to by the Administrative Agent, the undersigned
has delivered to the Administrative Agent true, complete and correct copies of all documents required to be delivered by it to the Administrative
Agent pursuant to the Transaction Documents, all such documents are true, complete and correct in all material respects on and as of the
Closing Date, and each and every other condition to the closing of the transactions contemplated by the Transaction Documents (including
without limitation the conditions and requirements set forth in Section 3.1 of the Loan and Security Agreement) to be performed by
the undersigned has been performed.


 


4.            No
Liens have arisen or been granted with respect to the Collateral other than Permitted Liens or Liens being terminated on the date hereof
or that have been terminated prior to the date hereof.


 


5.            The
undersigned’s Federal Employer Identification Number is __________.


 


[6.           As
of the date hereof, no Change of Control or Collateral Manager Default has occurred and is continuing.]


 


It is understood and acknowledged
that undersigned is executing this Officer’s Closing Certificate not in an individual capacity but solely as a Responsible Officer
of [the Borrower][the Collateral Manager and the Equityholder] and is without any personal liability as to the matters contained in this
Officer’s Closing Certificate.


 


[Remainder of Page Intentionally Left Blank]


 




    D-1


     


    

 


IN WITNESS WHEREOF, the undersigned
has executed and delivered this Officer’s Closing Certificate as of the Certification Date.


 


	 	[New Mountain Guardian III BDC, L.L.C., as the Collateral Manager and the Equityholder
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:     ]
	 	 	 	 
	 	[New Mountain Guardian III SPV, L.L.C., as the Borrower
	 	 	 	 
	 	 	 	 
	 	 	By: 	 
	 	 	 	Name:
	 	 	 	Title:     ]


 




    D-2


     


    

 


EXHIBIT E


To Loan and


Security Agreement


 


FORM OF RELEASE OF UNDERLYING INSTRUMENTS


 


[Delivery Date]


 


Wells Fargo Bank, National Association


Corporate Trust Services Division


9062 Old Annapolis Rd.


Columbia, Maryland 21045


Attn: CDO
Trust Services—New Mountain Capital


Fax: (410) 717-3748


Phone: (410)
884-2000


 


Wells Fargo
Bank, National Association

550 South Tryon Street

Charlotte, NC 28202

Attention: Corporate Debt Finance

Facsimile: (704) 715-0067

Confirmation: (704) 410-2489


 


		Re:	Loan and Security Agreement, dated as of August 30, 2019 (as amended, modified, supplemented or restated
from time to time, the “Loan and Security Agreement”), by and among New Mountain Guardian III BDC, L.L.C., as the collateral
manager (together with its successors and assigns in such capacity, the “Collateral Manager”), New Mountain Guardian
III SPV, L.L.C., as the borrower (in such capacity, the “Borrower”), New Mountain Guardian III BDC, L.L.C., as the
equityholder (in such capacity, the “Equityholder”) and as the seller (in such capacity, the “Seller”),
Wells Fargo Bank, National Association, as the Administrative Agent, each of the Lenders from time to time party thereto and Wells Fargo
Bank, National Association, as the Collateral Custodian.



 


Ladies and Gentlemen:


 


In connection with the administration
of the Underlying Instruments held by Wells Fargo Bank, National Association as the Collateral Custodian on behalf of the Administrative
Agent as agent for the Secured Parties, under the Loan and Security Agreement, we request the release of the Underlying Instruments (or
such documents as specified below) for the Loans described below, for the reason indicated. All capitalized terms used but not defined
herein shall have the meaning provided in the Loan and Security Agreement.


 


Obligor’s
Name, Address & Zip Code:


 


Loan
Identification Number:


 






    E-1


     


    

 


Reason
for Requesting Documents (check one)


 


	 ̈	1.	Loan paid in full. (The Collateral Manager hereby certifies that all amounts received in connection with such Loan have been credited to the Collection Account.)
	 	 	 
	 ̈	2.	Loan liquidated by ____________________________. (The Collateral Manager hereby certifies that all proceeds (net of liquidation expenses which the Collateral Manager may retain to pay such expenses) of foreclosure, insurance, condemnation or other liquidation have been finally received and credited to the Collection Account.)
	 	 	 
	 ̈	3.	Loan in foreclosure.
	 	 	 
	 ̈	4.	Delivered in Error.
	 	 	 
	 ̈	5.	Sale pursuant to Section 6.5 of the Loan and Security Agreement.
	 	 	 
	 ̈	6.	Failure to satisfy Review Criteria.
	 	 	 
	 ̈	7.	Repurchased.
	 	 	 
	 ̈	8.	Discretionary Sale.
	 	 	 
	 ̈	9.	Termination of the Loan and Security Agreement.
	 	 	 
	 ̈	10.	Servicing.
	 	 	 
	 ̈	11.	Other (explain). 	 
	 	 	 	 
	 	 	 	 


 


If box 1, 2, 4, 5, 6, 7, 8,
9 or 10 above is checked, and if all or part of the Underlying Instruments were previously released to us, please release to us the Underlying
Instruments requested in our previous request and receipt on file with you, as well as any additional documents in your possession relating
to the specified Loan.


 


If box 3, 11 or 12 above is
checked, we will return all of the above Underlying Instruments to you as the Collateral Custodian (i) promptly upon the request
of the Administrative Agent or (ii) when our need therefor no longer exists.


 


It is understood and acknowledged
that undersigned is executing this request not in an individual capacity but solely as a Responsible Officer of the Collateral Manager
and is without any personal liability as to the matters contained in this request.


 


[Remainder of Page Intentionally Left Blank]


 




    E-2


     


    

 


	 	New Mountain Guardian III BDC, L.L.C., as the Collateral Manager
	 	 	 	 
	 	 	 	 
	 	 	By: 	 
	 	 	 	Name:
	 	 	 	Title:


 


[Consent of Administrative Agent if required under
the Loan and Security Agreement:


 


	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as the Administrative Agent	 
	 	 	 
	By: 	 	 
	Name:	 	 
	Title: 	 	 
	Date: 	]	 


 




    E-3


     


    

 


EXHIBIT F


To Loan and


Security Agreement


 


form of
Certificate of Assignment


 


THIS GENERAL ASSIGNMENT OF UNDERLYING INSTRUMENTS
(this “Assignment”), made as of the ____ day of _______ , 20___ by __________________, a ____________, having an address
at ________________________________________ (“Assignor”) to ___________________________, a ____________________, having
an address at ____________________________ (“Assignee”).


 


KNOW ALL MEN BY THESE PRESENTS,
that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby does sell, assign,
transfer, grant, convey and set over unto Assignee and to the successors and assigns of Assignee all of Assignor’s right, title
and interest in, to and under (a) the document(s) referenced in Exhibit A attached hereto and made a part hereof,
including any amendments or supplements thereto (such documents collectively referred to herein as the “Underlying Instruments”),
(b) the instruments, documents, certificates, letters, records and papers relating to the Underlying Instruments and all other documents
executed and/or delivered in connection with the loan evidenced and/or secured by the Underlying Instruments, including, without limitation,
all of Assignor’s right, title and interest in any title insurance policies, and other insurance policies, endorsements and certificates,
security agreements, guaranties, indemnities, bank accounts, certificates of deposit, letters of credit, bonds, operating accounts, reserve
accounts, escrow accounts and other accounts, permits, licenses, opinions, surveys, appraisals, environmental reports, inspection reports,
financial statements, and any and all other documents and collateral arising out of and/or executed and/or delivered in connection with
the Underlying Instruments, (c) all rights and benefits of Assignor related to the Underlying Instruments, including without limitation,
all of Assignor’s rights to receive insurance proceeds, condemnation awards, indemnity payments, sales proceeds and all other income,
issues, profits, payments and proceeds of any nature under or in connection with the Underlying Instruments, and all of Assignor’s
rights to exercise any rights or remedies thereunder, and all claims, demands and causes of action related to the items referenced in
clauses (a) and (b) above (the items referenced in clauses (a), (b) and (c) are collectively referred to herein as
the “Assigned Documents”). Assignor represents to Assignee that Assignor has good right, title and authority to assign
the Assigned Documents as set forth herein.


 


[Signature Page To Follow]


 






    F-1


     


    

 





IN WITNESS WHEREOF, Assignor
has caused this Assignment to be duly executed as of the day and year first written above.


 


	 	[Entity], a [State of Inc./Formation] [Entity Type]
	 	 	 	 	 
	 	 	 	 	 
	 	[By: 		, its 	]


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 






    F-2


     


    

 





EXHIBIT A

To Exhibit F


EXHIBIT A1


 


[Modify/add/delete as appropriate]


 


		1.	[Loan Agreement, dated as of ______________ ___, 20___ (together with all amendments and supplements from time to time thereto), between
_______________________ and _____________________ relating to a loan in the original principal amount of $___________.]



 


		2.	[Promissory Note dated ___________ ___, 20___ in the original principal amount of $_________ issued by _____________ in favor of ______________.]



 


		3.	UCC-1 Financing Statements showing ________, as debtor, and ___________,
as secured party. [Reference Recording Office and any assignments.]



 


		4.	[Reference other major loan documents, such as: security agreement, credit
agreement, note purchase agreement, sale and servicing agreement, acquisition agreement, intercreditor agreement, guarantees, insurance
policies and assumption or substitution agreements.]



 





 






1          
Capitalized terms used but not defined herein shall have the meaning ascribed to them in the _______________.


 




    F-3


     


    

 


EXHIBIT G


To Loan and


Security Agreement


 


[RESERVED]


 




    G-1


     


    

 


EXHIBIT H


To Loan and


Security Agreement


 


[RESERVED]


 




    H-1


     


    

 


EXHIBIT I


To Loan and


Security Agreement


 


FORM OF JOINDER SUPPLEMENT


 


JOINDER SUPPLEMENT, dated
as of the date set forth in Item 1 of Schedule I hereto, among the financial institution identified in Item 2 of Schedule I hereto, New
Mountain Guardian III SPV, L.L.C., as the borrower (the “Borrower”) and Wells Fargo Bank, National Association, as
Administrative Agent (the “Administrative Agent”).


 


WHEREAS,
this Joinder Supplement is being executed and delivered under Section 2.1(c) of the Loan and Security Agreement,
dated as of August 30, 2019 (as amended, modified, supplemented or restated from time to time, the “Loan and Security Agreement”),
by and among New Mountain Guardian III BDC, L.L.C., as the collateral manager (together with its successors and assigns in such capacity,
the “Collateral Manager”), the Borrower, New Mountain Guardian III BDC, L.L.C., as the equityholder (in such capacity,
the “Equityholder”) and as the seller (in such capacity, the “Seller”), the Administrative Agent,
each of the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as the Collateral Custodian. Capitalized
terms used but not defined herein shall have the meaning provided in the Loan and Security Agreement; and


 


WHEREAS, the party set forth
in Item 2 of Schedule I hereto (the “Proposed Lender”) wishes to become a Lender party to the Loan and Security Agreement;


 


NOW, THEREFORE, the parties
hereto hereby agree as follows:


 


(a)          Upon
receipt by the Administrative Agent of an executed counterpart of this Joinder Supplement, to which is attached a fully completed Schedule
I and Schedule II, each of which has been executed by the Proposed Lender, the Borrower and the Administrative Agent, the Administrative
Agent will transmit to the Proposed Lender and the Borrower, a Joinder Effective Notice, substantially in the form of Schedule III to
this Joinder Supplement (a “Joinder Effective Notice”). Such Joinder Effective Notice shall be executed by the Administrative
Agent and shall set forth, inter alia, the date on which the joinder effected by this Joinder Supplement shall become effective
(the “Joinder Effective Date”). From and after the Joinder Effective Date, the Proposed Lender shall be a Lender party
to the Loan and Security Agreement for all purposes thereof.


 


(b)          Each
of the parties to this Joinder Supplement agrees and acknowledges that at any time and from time to time upon the written request of any
other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably
request in order to effect the purposes of this Joinder Supplement.


 






    I-1


     


    

 


(c)          By
executing and delivering this Joinder Supplement, the Proposed Lender confirms to and agrees with the Administrative Agent and the other
Lenders as follows: (i) none of the Administrative Agent and the other Lenders makes any representation or warranty or assumes any
responsibility with respect to any statements, warranties or representations made in or in connection with the Loan and Security Agreement
or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan and Security Agreement or any other
instrument or document furnished pursuant thereto, or the Collateral, or the financial condition of the Collateral Manager or the Borrower,
or the performance or observance by the Collateral Manager or the Borrower of any of their respective obligations under the Loan and Security
Agreement, any other Transaction Document or any other instrument or document furnished pursuant thereto; (ii) the Proposed Lender
confirms that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Joinder Supplement; (iii) the Proposed Lender will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Loan and Security Agreement; (iv) the Proposed Lender appoints and authorizes
the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan and Security Agreement
as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all
in accordance with the Loan and Security Agreement; and (v) the Proposed Lender agrees (for the benefit of the parties hereto and
the other Lenders) that it will perform in accordance with their terms all of the obligations which by the terms of the Loan and Security
Agreement are required to be performed by it as a Lender.


 


(d)          By
executing and delivering this Joinder Supplement, the Proposed Lender represents and warrants to the Administrative Agent, the other Lenders
and the Borrower as follows: (i) the Proposed Lender is a "qualified institutional buyer" as defined in Rule 144A
of the Securities Act; (ii) the Proposed Lender is not an Ineligible Assignee; (iii) the Proposed Lender satisfies each of the
other requirements set forth in Section 12.16 of the Loan and Security Agreement with respect to a Lender or assignee of a Lender;
and (iv) the transfer, assignment or other transaction pursuant to which the Proposed Lender shall become a party to the Loan and
Security Agreement satisfies each of the other requirements set forth in Section 12.16 of the Loan and Security Agreement.


 


(e)          Schedule
II hereto sets forth administrative information with respect to the Proposed Lender.


 


(f)           This
Joinder Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.


 


IN WITNESS WHEREOF, the parties
hereto have caused this Joinder Supplement to be executed by their respective duly authorized officers on Schedule I hereto as of the
date set forth in Item 1 of Schedule I hereto.


 






    I-2


     


    

 



 


SCHEDULE I TO

JOINDER SUPPLEMENT


 


COMPLETION
OF INFORMATION AND

SIGNATURES FOR JOINDER SUPPLEMENT


 


		Re:	Loan and Security Agreement, dated as of August 30, 2019 (as amended, modified, supplemented
or restated from time to time, the “Loan and Security Agreement”), by and among New Mountain Guardian III BDC, L.L.C.,
as the collateral manager, New Mountain Guardian III SPV, L.L.C., as the borrower, New Mountain Guardian III BDC, L.L.C., as the equityholder
and as the seller, Wells Fargo Bank, National Association, as the administrative agent, each of the Lenders from time to time party thereto
and Wells Fargo Bank, National Association, as the Collateral Custodian.



 


	Item
1:	Date
                                            of Joinder Supplement:	______________



 


	Item
2:	Proposed
                                            Lender:	_________________________________



 


	Item
3:	 	Commitment
                                            - $______________



 


Item 4: Signatures
of Parties to Joinder Supplement:


 


	 	 	, as
	 	 	 
	 	Proposed Lender
	 	 



 


	 	By: 	 
	 	 	Name:
	 	 	Title:



 






    I-3


     


    

 


	 	NEW MOUNTAIN GUARDIAN III SPV, 

L.L.C., as the Borrower
	 	 
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

    as Administrative Agent
	 	 
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


 


	 	[NAME OF LENDER], as
 Proposed
    Lender
	 	 
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 






    I-4


     


    

 


SCHEDULE II TO

JOINDER SUPPLEMENT


 


ADDRESS
FOR NOTICES

AND

WIRE INSTRUCTIONS


 


	Address
    for Notices: 	 	 






	 	 	 
	 	 	 
	 	 	 
	 	Telephone:
    	 	 
	 	Facsimile:
    	 	 
	 	email:
    	 	 
	 	 	 
	 	With a copy to:	 
	 	 	 


 


	 	 
	 	 
	 	 
	 	Telephone:
    	 
	 	Facsimile:
    	 
	 	email:	 


 


 


	Wire
    Instructions:	 



 


	 	Name
    of Bank: 	 	 






	 	A/C
    No.: 	 	 
	 	ABA
    No. 	 	 
	 	Reference:
    	 	 


 






    I-5


     


    

 


SCHEDULE III TO

JOINDER SUPPLEMENT


 


FORM OF

JOINDER EFFECTIVE NOTICE


 


	To:	[Name
                                            and address of Proposed Lender]



 


The
undersigned, as Administrative Agent under the Loan and Security Agreement, dated as of August 30, 2019 (as amended, modified,
supplemented or restated from time to time, the “Loan and Security Agreement”), by and among New Mountain Guardian
III BDC, L.L.C., as the collateral manager, New Mountain Guardian III SPV, L.L.C., as the borrower (the “Borrower”),
New Mountain Guardian III BDC, L.L.C., as the equityholder (in such capacity, the “Equityholder”) and as the seller
(in such capacity, the “Seller”), the Administrative Agent, each of the Lenders from time to time party thereto and
Wells Fargo Bank, National Association, as the Collateral Custodian is delivering this Joinder Effective Notice in connection with the
Joinder Supplement dated as of [____________], among you, the Borrower and the Administrative Agent. [Note: attach copies of Schedules
I and II from the applicable Joinder Supplement.] Terms defined in such Joinder Supplement are used herein as therein defined.


 


Pursuant to such Joinder Supplement,
you are advised that the Joinder Effective Date for [Name of Proposed Lender] will be _____________ with a Commitment of $__________.


 


	 	Very truly yours,
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Administrative Agent
	 	 
	By: 	 	 
	Name:	 
	Title:	 
	 	 
	Cc: 	New Mountain Guardian III SPV, L.L.C. 

787 Seventh Avenue, 49th
Floor	 
	 	New York, NY 10019	 
	 	Attention: Shiraz Kajee and Holly Lau	 
	 	Fax: (212) 720-0351	 



 






    I-6


     


    

 


EXHIBIT J TO

Loan and

Security Agreement


 


[RESERVED]


 






    J-1


     


    

 


EXHIBIT K TO

Loan and

Security Agreement


 


[RESERVED]


 






    K-1


     


    

 


EXHIBIT L-1


To Loan and


Security Agreement


 


U.S.
TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to the Loan and Security Agreement dated as of August 30, 2019 (as amended, modified, waived, supplemented,
restated or replaced from time to time, the “Agreement”), between New Mountain Guardian III BDC, L.L.C., as Collateral
Manager, New Mountain Guardian III SPV, L.L.C., as Borrower, New Mountain Guardian III BDC, L.L.C., as the Equityholder and the Seller,
Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Bank, National Association, as Collateral Custodian, and
each of the Lenders from time to time party thereto.


 


Pursuant to the provisions of
Section 2.13 of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Obligations
in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code
and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the
Code.


 


The
undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN
or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided
on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned
shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate
in either the calendar year in which each payment is to be made to the undersigned or in either of the two calendar years preceding such
payments.


 


Unless otherwise defined herein,
terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.


 


	[NAME OF LENDER]	 
	 	 
	By: 	 	 
	 	 	 
	 	Name:  	 
	 	 	 
	 	Title:  	 


 


Date: ________ __, 20[ ]


 






    L-1


     


    

 


EXHIBIT L-2


To Loan and


Security Agreement


 


U.S.
TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to the Loan and Security Agreement dated as of August 30, 2019 (as amended, modified, waived, supplemented,
restated or replaced from time to time, the “Agreement”), between New Mountain Guardian III BDC, L.L.C., as Collateral
Manager, New Mountain Guardian III SPV, L.L.C., as Borrower, New Mountain Guardian III BDC, L.L.C., as the Equityholder and the Seller,
Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Bank, National Association, as Collateral Custodian, and
each of the Lenders from time to time party thereto.


 


Pursuant to the provisions of
Section 2.13 of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation
in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code,
and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the
Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable.
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned or in
either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.


 


	[NAME OF PARTICIPANT]	 
	 	 
	By: 	 	 
	 	 	 
	 	Name:  	 
	 	 	 
	 	Title:  	 


 


Date: ________ __, 20[ ]


 






    L-2


     


    

 


EXHIBIT L-3


To Loan and


Security Agreement


 


U.S.
TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to the Loan and Security Agreement dated as of August 30, 2019 (as amended, modified, waived, supplemented,
restated or replaced from time to time, the “Agreement”), between New Mountain Guardian III BDC, L.L.C., as Collateral
Manager, New Mountain Guardian III SPV, L.L.C., as Borrower, New Mountain Guardian III BDC, L.L.C., as the Equityholder and the Seller,
Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Bank, National Association, as Collateral Custodian, and
each of the Lenders from time to time party thereto.


 


Pursuant to the provisions of
Section 2.13 of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in
respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of
such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning
of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members
is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is
claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an
IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if
the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned
shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year
in which each payment is to be made to the undersigned or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.


 


	[NAME OF PARTICIPANT]	 
	 	 
	By: 	 	 
	 	 	 
	 	Name:  	 
	 	 	 
	 	Title:  	 


 


Date: ________ __, 20[ ]


 






    L-3


     


    

 


EXHIBIT L-4


To Loan and


Security Agreement


 


U.S.
TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are
Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to the Loan and Security Agreement dated as of August 30, 2019 (as amended, modified, waived, supplemented,
restated or replaced from time to time, the “Agreement”), between New Mountain Guardian III BDC, L.L.C., as Collateral
Manager, New Mountain Guardian III SPV, L.L.C., as Borrower, New Mountain Guardian III BDC, L.L.C., as the Equityholder and the Seller,
Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Bank, National Association, as Collateral Custodian, and
each of the Lenders from time to time party thereto.


 


Pursuant to the provisions of
Section 2.13 of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Obligations in respect
of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Obligations,
(iii) with respect to the extension of credit pursuant to the Agreement or any other Transaction Document, neither the undersigned
nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary
course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect
partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none
of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code.


 


The
undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following
forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from
each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform
the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative
Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to
the undersigned or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.


 


	[NAME OF LENDER]	 
	 	 
	By: 	 	 
	 	 	 
	 	Name:  	 
	 	 	 
	 	Title:  	 


 


Date: ________ __, 20[ ]


 






    L-4


     


    

 


SCHEDULE I


To Loan and


Security Agreement


 


LEGAL NAMES


 


New Mountain Guardian III SPV, L.L.C.


 


New Mountain Guardian III BDC, L.L.C.


 






    SCHEDULE I-1


     


    

 


SCHEDULE II


To Loan and


Security Agreement


 


APPROVED BROKER DEALERS AND APPROVED VALUATION
FIRMS


 


		A.	Approved Broker Dealers



 


Antares Capital LP


Bank of America, N.A.


The Bank of New York Company, Inc.


Barclays Bank plc


BMO Capital Markets Inc.


BNP Paribas


Canadian Imperial Bank of Commerce


Citibank, N.A.


Credit Suisse First Boston LLC


Deutsche Bank AG


Dresdner Kleinwort Wasserstein


GE Capital Markets Inc


Goldman Sachs & Co.


Guggenheim Securities, LLC


HSBC Bank


Jefferies Finance LLC


JPMorgan Chase & Co.


Legg Mason, Inc.


Macquarie Group Limited


Miller Tabak Roberts Securities LLC


Morgan Stanley & Co.


Nomura Securities Co., Ltd.


PNC Capital Markets LLC


Oppenheimer & Co.


Rabobank Group


Seaport Global Holdings LLC


Société Générale


Truist Bank


Raymond James Financial, Inc.


Royal Bank of Canada


The Royal Bank of Scotland Group plc


Scotiabank


U.S. Bank National Association


UBS AG


Wells Fargo


 






    SCHEDULE II-1


     


    

 


		B.	Approved Valuation Firms



 


Valuation
Research Corporation
 Ernst & Young, LLP
 Houlihan, Lokey, Howard & Zukin, Inc.
 FTI Consulting, Inc.


Duff & Phelps Rating Co.


Lincoln International LLC


 






    SCHEDULE II-2


     


    

 


SCHEDULE III


To Loan and


Security Agreement


 


LOAN LIST


 


None as of the Closing Date


 






    SCHEDULE III-1


     


    

 


SCHEDULE IV


To Loan and


Security Agreement


 


CREDIT AND COLLECTION POLICY


 


SEE ATTACHED


 






    SCHEDULE IV-1


     


    

 


SCHEDULE V


To Loan and


Security Agreement


 


AGREED-UPON PROCEDURES


 


In
accordance with Section 6.8(e) of the Loan and Security Agreement, the Collateral Manager will cause a firm of nationally
recognized independent public accountants to furnish in accordance with attestation standards established by the American Institute of
Certified Public Accountants a report to the effect that such accountants have either verified, compared, or recalculated each of the
following accounts in Borrowing Base Certificates and Payment Date calculations pursuant to Section 7.2(b)(vi) of the Loan and
Security Agreement to applicable system or records of the Borrower or the Collateral Manager, as applicable:


 


		·	Loan Schedule






		o	Loan type






		o	Outstanding Balance (Loan & Obligor)






		o	Loan Origination Date






		o	Loan Purchase Date (date Loan was added to facility)






		o	Purchase Price






		o	Loan Maturity Date






		o	Interest Rate:






		§	Fixed/Floating






		§	Index (if applicable)






		§	Spread or coupon






		§	PIK (if applicable)






		o	Current outstanding principal amount






		o	Moody’s, Fitch and S&P ratings (if applicable)






		o	Days Delinquent (if any)






		o	Trailing twelve-month revenue for the most recent Relevant Test Period






		o	Trailing twelve-month EBITDA for the most recent Relevant Test Period






		o	The as-of date for each of the statistics in the foregoing two bullet points






		·	Net Senior Leverage Ratio (and related Original Net Senior Leverage Ratio)






		·	Total Leverage Ratio (and related Original Total Leverage Ratio)






		·	Cash Interest Coverage Ratio (and related Original Cash Interest Coverage Ratio)






		·	Advance Rate (calculated as a weighted average based on the portfolio)






		·	Unused Facility Amount






		·	Availability:






		o	Borrowing Base






		o	Advances Outstanding






		o	Borrowing Base minus Advances Outstanding






		·	Discretionary Sales Calculations, Repurchase/Substitution Calculations






		·	Applicable Spread



 


At the discretion of the Administrative Agent
and a firm of nationally recognized independent public accountants, three (3) random Borrowing Base Certificates and Payment Date
calculations pursuant to Section 7.2(b)(vi) of the Loan and Security Agreement from the 2020 fiscal year and for each subsequent
fiscal year (including one that pertains to a month immediately prior to a Payment Date) will be chosen and reviewed.


 






    SCHEDULE V-1


     


    

 


The report provided by such firm may be in a format
such typically utilized for a report of this nature; provided that it will consist of at a minimum (i) a list of deviations
from the applicable Borrowing Base Certificate or Payment Date calculations pursuant to Section 7.2(b)(vi) of the Loan and Security
Agreement and (ii) discuss with the Collateral Manager the reason for such deviations, and set forth the findings in such report.


 






    SCHEDULE V-2