Exhibit 10.1


 


Second
Amendment to

Amended and Restated Revolving Credit and Security Agreement


 


This
Second Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of January 15, 2021 (the
“Amendment”), is made pursuant to that certain Amended and Restated Revolving Credit and Security Agreement
dated as of May 1, 2020 (as amended, restated, modified or supplemented from time to time, the “Agreement”),
among MC Income Plus Financing SPV LLC, a Delaware limited liability company, as
borrower (together with its permitted successors and assigns, the “Borrower”); Monroe
Capital Income Plus Corporation, a Maryland corporation, as the collateral manager (the “Collateral Manager”);
the Lenders from time to time party thereto; KeyBank
National Association, as administrative agent for the Secured Parties (in such capacity, together with its successors and
assigns, the “Administrative Agent”); U.S. Bank National Association,
as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral
Agent”); U.S. Bank National Association, as document custodian (in such
capacity, together with its successors and assigns, the “Document Custodian”); and U.S.
Bank National Association, as collateral administrator (in such capacity, together with its successors and assigns, the
“Collateral Administrator”).


 


W
i t n e s s e t h :


 


Whereas,
the Borrower, the Collateral Manager, the Lenders, the Administrative Agent, the Collateral Agent, the Document Custodian,
and the Collateral Administrator and have previously entered into and are currently party to the Agreement;


 


Whereas,
the Borrower has requested that the Administrative Agent and the Lenders make certain amendments to the Agreement, and the Administrative
Agent and the Lenders are willing to do so under the terms and conditions set forth in this Amendment;


 


Now,
Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows:


 


Section 1.     Defined
Terms. Unless otherwise amended by the terms of this Amendment, terms used in this Amendment
shall have the meanings assigned in the Agreement.


 


Section 2.     Amendments
to Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3
below, the parties hereto agree that the Agreement shall be amended as set forth in Exhibit A to this Amendment with text
marked in double underline indicating additions to the Agreement and
with text marked in strikethrough indicating deletions to the Agreement.


 






     


     


    

 


Section 3.     Conditions
Precedent. The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:


 


3.1.            The
Administrative Agent, the Borrower, the Collateral Manager, the Lenders, the Collateral Agent, the Collateral Administrator and
the Document Custodian shall have executed and delivered this Amendment.


 


3.2.            The
Administrative Agent, the Borrower, the Collateral Manager and the Collateral Agent shall have executed and delivered that certain
Second Amendment to Account Control Agreement dated as of the date hereof.


 


3.3.            Legal
matters incident to the execution and delivery of this Amendment shall be satisfactory to the Administrative Agent and its counsel.


 


Section 4.     Representations
of the Borrower and Collateral Manager. Each of the Borrower and the Collateral Manager
hereby represents and warrants to the parties hereto that as of the date hereof each of their respective representations and warranties
contained in Article IV of the Agreement and any other Facility Documents to which it is a party are true and correct in
all material respects as of the date hereof and after giving effect to this Amendment (except to the extent that such representations
and warranties relate solely to an earlier date, and then are true and correct as of such earlier date).


 


Section 5.     Agreement
in Full Force and Effect. Except as specifically amended herein, the Agreement shall
continue in full force and effect in accordance with its original terms and the Liens created and provided for by the Facility
Documents remain in full force and effect and continue to secure, among other things, the performance of all of the Borrower’s
Obligations under the Facility Documents and the Agreement as amended hereby. Reference to this specific Amendment need not be
made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication
issued or made pursuant to or with respect to the Agreement, any reference in any of such items to the Agreement being sufficient
to refer to the Agreement as amended hereby.


 


Section 6.     Execution
in Counterparts. This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same
agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts
shall for all purposes be deemed to be an original. Delivery of an executed counterpart hereof by facsimile transmission or by
e-mail transmission of an electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic
or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National
Commerce Act or the New York Electronic Signatures and Records Act, which includes any electronic signature provided using Orbit,
Adobe Sign, or DocuSign) shall be effective as delivery of a manually executed counterpart hereof.


 


Section 7.     Governing
Law. This Amendment shall be construed in accordance
with the internal laws of the State of New York, without reference to conflict of law principles, and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with the internal laws of the State of New York.


 








    -2-


     


    

 


Section 8.     Direction
to Execute. Each of the Borrower, the Collateral Manager, the Lenders and the Administrative
Agent hereby direct the Collateral Agent, the Collateral Administrator and the Document Custodian to execute this Amendment and
acknowledge and agree that the Collateral Agent, the Collateral Administrator and the Document Custodian shall be duly protected
in relying upon the foregoing direction.


 


[Signature
Pages To Follow]


 






    -3-


     


    

 


In
Witness Whereof, the parties hereto have caused this Second Amendment to Amended and Restated Revolving Credit and Security
Agreement to be executed and delivered by their duly authorized officers as of the date hereof.


 





	 	MC Income Plus Financing
SPV LLC, as Borrower

	 	 
	 		By: Monroe Capital Income Plus Corporation, as Designated Manager
	 	 
	 	By: 	/s/ Theodore L. Koenig
	 	 	Name: Theodore L. Koenig
	 	 	Title: Director
	 	 
	 	Monroe Capital Income
Plus Corporation, as Collateral Manager
	 	 
	 	By: 	/s/ Theodore L. Koenig
	 	 	Name: Theodore L. Koenig
	 	 	Title: Director



 


[Signature Page to Second Amendment to Amended
and Restated Revolving Credit and Security Agreement]


 






     


     


    




 


	 	KeyBank National Association,
as Administrative Agent
	 	 
	 	By: 	/s/ Richard Andersen
	 	 	Name: Richard Andersen
	 	 	Title: Senior Vice President
	 	 
	 	KeyBank National Association,
as Lender
	 	 
	 	By: 	/s/ Richard Andersen
	 	 	Name: Richard Andersen
	 	 	Title: Senior Vice President






 


[Signature Page to Second Amendment to Amended
and Restated Revolving Credit and Security Agreement]


 






     


     


    

 





	 	Hancock Whitney Bank,
as Lender
	 	 
	 	By: 	 /s/ Thomas Pericak
	 	 	Name: Thomas Pericak
	 	 	Title: Vice President



 


[Signature Page to Second Amendment to Amended
and Restated Revolving Credit and Security Agreement]





 






     


     


    

 





	 	U.S. Bank National Association, as Collateral Agent
	 	 
	 	By: 	/s/ Jon C. Warn
	 	 	Name: Jon C. Warn
	 	 	Title: Vice President
	 	 
	 	U.S. Bank National Association, as Document Custodian
	 	 
	 	By: 	/s/ Kenneth Brandt
	 	 	Name: Kenneth Brandt
	 	 	Title: Assistant Vice President
	 	 
	 	U.S. Bank National Association, as Collateral Administrator
	 	 
	 	By: 	/s/ Jon C. Warn
	 	 	Name: Jon C. Warn
	 	 	Title: Vice President






 


[Signature Page to Second Amendment to Amended
and Restated Revolving Credit and Security Agreement]


 






     


     


    

 






 


Exhibit
A to Second Amendment to Amended and Restated Revolving Credit and Security Agreement


 


Conformed
Credit Agreement


First
Amendment dated as of November 19, 2020


Assignment
and Acceptance dated as of December 16, 2020


 


 






 


Amended
and Restated Revolving Credit and Security Agreement


 


among


 


MC
Income Plus Financing SPV LLC,

as Borrower,


 


Monroe
Capital Income Plus Corporation,

as Collateral Manager


 


the
Lenders from time to time parties hereto,


 


KeyBank
National Association,


as Administrative Agent


 


KeyBank
National Association,

as Lead Arranger


 


U.S.
Bank National Association,

as Collateral Agent


 


U.S.
Bank National Association,

as Collateral Administrator


 


and


U.S.
Bank National Association,

as Document Custodian


 


Dated as of May 1, 2020


 


 


 






 



     


     


    




 


	Table of Contents
	 	 	 
	Section	Heading	Page
	 	 	 
	Article I         Definitions; Rules of Construction; Computations	2
	 	 	 
	Section 1.01.	Definitions	2
	Section 1.02.	Rules of Construction	6165
	Section 1.03.	Computation of Time Periods	6266
	Section 1.04.	Collateral Value Calculation Procedures	6266
	Section 1.05.	Calculation of Borrowing Base	6468
	Section 1.06.	LIBOR Notification	6468
	 	 	 
	Article II       Advances	6569
	 	 	 
	Section 2.01.	Revolving Credit Facility	6569
	Section 2.02.	Making of the Advances	6569
	Section 2.03.	Evidence of Indebtedness	6669
	Section 2.04.	Payment of Principal and Interest	6670
	Section 2.05.	Prepayment of Advances	6871
	Section 2.06.	Changes of Commitments	6972
	Section 2.07.	Maximum Lawful Rate	6973
	Section 2.08.	Several Obligations	6973
	Section 2.09.	Increased Costs	7073
	Section 2.10.	Compensation; Breakage Payments	7175
	Section 2.11.	Illegality; Inability to Determine Rates	7175
	Section 2.12.	Rescission or Return of Payment	7276
	Section 2.13.	Past Due Interest	7276
	Section 2.14.	Payments Generally	7276
	Section 2.15.	Increase in Facility Amount	7376
	Section 2.16.	Defaulting Lenders	7477
	Section 2.17.	Tranche Period Elections	7579
	Section 2.18.	Effect of Benchmark Transition EventReplacement Setting	7679
	 	 	 
	Article III       Conditions Precedent	7782
	 	 	 
	Section 3.01.	Conditions Precedent to Restatement Effective Date	7782
	Section 3.02.	Conditions Precedent to Each Borrowing	7882
	 	 	 
	Article IV       Representations and Warranties	7983
	 	 	 
	Section 4.01.	Representations and Warranties of the Borrower	7983
	Section 4.02.	Representations and Warranties of the Collateral Manager	8488



 






    -i- 


     


    

 


	Article V        Covenants	8691
	 	 	 
	Section 5.01.	Affirmative Covenants of the Borrower	8691
	Section 5.02.	Negative Covenants of the Borrower	9397
	Section 5.03.	Affirmative Covenants of the Collateral Manager	97101
	Section 5.04.	Negative Covenants of the Collateral Manager	99103
	Section 5.05.	Certain Undertakings Relating to Separateness	100104
	 	 	 
	Article VI      Events of Default	102106
	 	 	 
	Section 6.01.	Events of Default	102106
	Section 6.02.	Remedies upon an Event of Default	105109
	Section 6.03.	Collateral Manager Termination Events	107111
	Section 6.04.	Remedies upon a Collateral Manager Termination Event	108113
	 	 	 
	Article VII     Pledge of Collateral; Rights of the Collateral Agent	109113
	 	 	 
	Section 7.01.	Grant of Security	109113
	Section 7.02.	Release of Security Interest	110114
	Section 7.03.	Rights and Remedies	111115
	Section 7.04.	Remedies Cumulative	111115
	Section 7.05.	Related Documents	112116
	Section 7.06.	Borrower Remains Liable	112116
	Section 7.07.	Protection of Collateral	112117
	 	 	 
	Article VIII    Accounts, Accountings and Releases	113117
	 	 	 
	Section 8.01.	Collection of Money	113117
	Section 8.02.	Collection Account	114118
	Section 8.03.	Transaction Accounts	115120
	Section 8.04.	The Revolving Reserve Account; Fundings	116121
	Section 8.05.	Reinvestment of Funds in Covered Accounts	116122
	Section 8.06.	Accountings	118123
	Section 8.07.	Release of Collateral	119124
	Section 8.08.	[Reserved]	119125
	Section 8.09.	Covered Account Details	119125
	Section 8.10.	Delivery of Report, Notices, Etc.	120125
	 	 	 
	Article IX      Application of Monies	120125
	 	 	 
	Section 9.01.	Disbursements of Monies from Payment Account	120125
	 	 	 
	Article X       Sale of Collateral Loans; Purchase of Additional Loans	124129
	 	 	 
	Section 10.01.	Sales of Collateral Loans	124129
	Section 10.02.	Purchase of Additional Loans	125130
	Section 10.03.	Substitution and Transfer of Loans	126131
	Section 10.04.	Conditions Applicable to All Sale, Substitution and Purchase Transactions	127132
	Section 10.05.	Additional Equity Contributions	128133



 






    -ii- 


     


    

 


	Article XI      Administration and Servicing of Contracts	128133
	 	 	 
	Section 11.01.	Designation of the Collateral Manager	128133
	Section 11.02.	Duties of the Collateral Manager	128133
	Section 11.03.	Liability of the Collateral Manager; Indemnification of the Collateral Manager Persons	130135
	Section 11.04.	Authorization of the Collateral Manager	131136
	Section 11.05.	Realization Upon Defaulted Loans	132137
	Section 11.06.	Collateral Management Compensation	132137
	Section 11.07.	Payment of Certain Expenses by Collateral Manager	132137
	Section 11.08.	The Collateral Manager Not to Resign; Assignment	132137
	Section 11.09.	Appointment of Successor Collateral Manager	133138
	 	 	 
	Article XII     The Agents	136141
	 	 	 
	Section 12.01.	Authorization and Action	136141
	Section 12.02.	Delegation of Duties	137142
	Section 12.03.	Agent’s Reliance, Etc.	137142
	Section 12.04.	Indemnification	139144
	Section 12.05.	Successor Agents	140145
	Section 12.06.	Administrative Agent’s Capacity as a Lender	141146
	Section 12.07.	Compensation of Collateral Agent	141146
	 	 	 
	Article XIII   Reserved	141146
	 	 	 
	Article XIV   The Document Custodian	141146
	 	 	 
	Section 14.01.	Designation of Document Custodian	141146
	Section 14.02.	Duties of Document Custodian	142147
	Section 14.03.	Merger or Consolidation	146151
	Section 14.04.	Document Custodian Compensation and Indemnification	146151
	Section 14.05.	Document Custodian Resignation and Removal	146151
	Section 14.06.	Limitation on Liability	147152
	Section 14.07.	Delivery of Related Documents	149154
	Section 14.08.	Release of Related Documents	149154
	Section 14.09.	Return of Related Documents	150155
	Section 14.10.	Access to Certain Documentation and Information Regarding the Collateral; Audits	150155
	Section 14.11.	Representations and Warranties of the Document Custodian	151156
	Section 14.12.	Covenants of the Document Custodian	152157
	Section 14.13.	Transmission of Related Documents	153158
	Section 14.14.	Document Custodian as Agent of Collateral Agent	153158



 






    -iii- 


     


    

 


	Article XV    The Collateral Administrator	153158
	 	 	 
	Section 15.01.	Powers and Duties of Collateral Administrator	153158
	Section 15.02.	Compensation.	155160
	Section 15.03.	Limitation of Responsibility of the Collateral Administrator; Indemnification	155160
	Section 15.04.	Termination of Collateral Administrator	158163
	Section 15.05.	Representations and Warranties of the Collateral Administrator	159164
	Section 15.06.	Successors and Assigns	160165
	Section 15.07.	Joint Venture	160165
	 	 	 
	Article XVI   Miscellaneous	160165
	 	 	 
	Section 16.01.	No Waiver; Modifications in Writing	160165
	Section 16.02.	Notices, Etc.	161166
	Section 16.03.	Taxes	161166
	Section 16.04.	Costs and Expenses; Indemnification	165170
	Section 16.05.	Execution in Counterparts	167172
	Section 16.06.	Assignability	168173
	Section 16.07.	Governing Law	171176
	Section 16.08.	Severability of Provisions	171176
	Section 16.09.	Confidentiality	171176
	Section 16.10.	Merger	172177
	Section 16.11.	Survival	172177
	Section 16.12.	Submission to Jurisdiction; Waivers; Service of Process; Etc.	172177
	Section 16.13.	Waiver of Jury Trial	173178
	Section 16.14.	[Reserved]Judgment Currency 	173178
	Section 16.15.	Waiver of Setoff	174179
	Section 16.16.	PATRIOT Act Notice	174179
	Section 16.17.	Legal Holidays	174179
	Section 16.18.	Non-Petition	174179
	Section 16.19.	No Fiduciary Duty	174179
	Section 16.20.	Sharing of Payments by Lenders	175180
	Section 16.21.	Acknowledgment and Consent to Bail-In and EEA Financial Institutions	175181
	Section 16.22.	Amendment and Restatement	176181



 






    -iv- 


     


    

 





SCHEDULES


 





	Schedule 1	Initial Commitments and Percentages
	Schedule 2	Forms of Monthly
Report
	Schedule 3	Initial Collateral
Loans
	Schedule 4	Moody’s Industry Classifications
	Schedule 5	Notice Information
	Schedule 6	Covered Account Details
	Schedule 7	Risk Factor Rating
	Schedule 8	Closing Memorandum




 


EXHIBITS


 


	Exhibit A	Form of Notice
of Borrowing (with attached form of Borrowing Base Calculation)
	Exhibit B	Form of Notice
of Prepayment
	Exhibit C	Form of Assignment and Acceptance
	Exhibit D	Form of Account Control Agreement
	Exhibit E-1	Form of Release
of Related Documents
	Exhibit E-2	Form of Certificate
for Release of Related Documents
	Exhibit F	Form of Facility
Amount Increase Request
	Exhibit G	Collateral Loans Certification
	Exhibit H	Form of Closing Certificate
	Exhibit I	Form of U.S. Tax Compliance Certificate
	Exhibit J	Form of Compliance Certificate
	Exhibit K	Form of Tranche Period Election Request
	Exhibit L	Form of Custodial
Certificate




 






    -v- 


     


    

 



 




Amended and Restated Revolving Credit and Security Agreement


 


Amended
and Restated Revolving Credit and Security Agreement dated as of May 1, 2020, among MC
Income Plus Financing SPV LLC, a Delaware limited liability company, as borrower (together with its permitted successors
and assigns, the “Borrower”); Monroe Capital Income Plus Corporation,
a Maryland corporation, as the collateral manager (together with its permitted successors and assigns, the “Collateral
Manager”); the Lenders from time to time party hereto; KeyBank
National Association, as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, together
with its successors and assigns, the “Administrative Agent”); U.S. Bank
National Association, as collateral agent for the Secured Parties (as hereinafter defined) (in such capacity, together
with its successors and assigns, the “Collateral Agent”); U.S. Bank
National Association, as document custodian (in such capacity, together with its successors and assigns, the “Document
Custodian”); and U.S. Bank National Association, as collateral administrator
(in such capacity, together with its successors and assigns, the “Collateral Administrator”).


 


Recitals:


 


WHEREAS, the Borrower,
the Collateral Manager, the Lender, the Administrative Agent, the Collateral Agent, the Document Custodian and the Collateral
Administrator have previously entered into that certain Revolving Credit and Security Agreement dated as of March 12, 2019
(as amended by (i) a First Amendment to Revolving Credit and Security Agreement dated as of June 7, 2019 among the Borrower,
the Collateral Manager, the Lender, the Administrative Agent, the Collateral Agent, the Document Custodian and the Collateral
Administrator (the “First Amendment”), (ii) a Second Amendment to Revolving Credit and Security Agreement
dated as of March 6, 2020 among the Borrower, the Collateral Manager, the Lender, the Administrative Agent, the Collateral
Agent, the Document Custodian and the Collateral Administrator (the “Second Amendment”) and (iii) a Third
Amendment to Revolving Credit and Security Agreement dated as of May 1, 2020 among the Borrower, the Collateral Manager,
the Lender, the Administrative Agent, the Collateral Agent, the Document Custodian and the Collateral Administrator (the “Third
Amendment”) and, as further amended, restated, supplemented and otherwise modified prior to the date hereof, the “Original
Agreement”);


 


WHEREAS, subject to
and upon the terms and conditions set forth herein, the Borrower, the Lender and the Administrative Agent desire to make certain
amendments to the Original Agreement and for the sake of clarity and convenience, amend and restate the Original Agreement in
the form of this Agreement in its entirety, and from and after the date hereof, all references made to the Original Agreement
in any Facility Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This
Amended and Restated Revolving Credit and Security Agreement constitutes for all purposes an amendment to the Original Agreement
and not a new or substitute agreement;


 


WHEREAS, the Borrower
desires that the Lenders make advances on a revolving basis to the Borrower on the terms and subject to the conditions set forth
in this Agreement; and


 






     


     


    

 


WHEREAS, each Lender
is willing to make such advances to the Borrower on the terms and subject to the conditions set forth in this Agreement.


 


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants herein contained, effective as of the Restatement Effective Date, the
parties hereto agree as follows:


 


Article I


 


Definitions;
Rules of Construction; Computations


 


Section 1.01.     Definitions.
As used in this Agreement, the following terms shall have the meanings indicated:


 


“ABL Collateral”
means working capital (including cash, accounts receivable and inventory) and/or fixed assets of the related Obligor.


 


“ABL Loan”
means (i) a lending facility pursuant to which the loans thereunder are secured by a perfected, first priority security interest
in ABL Collateral, (ii) is an Eligible First Lien Obligation and (iii) is designated as an ABL Loan by the Borrower
at the time of the initial acquisition thereof by the Borrower.


 


“Account
Control Agreement” means an agreement in substantially the form of Exhibit D.


 


“Adjusted
Eurodollar Rate” means, for any Tranche Period, an interest rate per annum equal to a fraction, expressed as
a percentage, (i) the numerator of which is equal to the LIBOR Rate for such Tranche Period and (ii) the denominator
of which is equal to 100% minus the Eurodollar Reserve Percentage for such Tranche Period.


 


“Administration
Agreement” means that certain Administration Agreement, dated as of December 5, 2018, by and between the BDC and
the Administrator, as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


“Administrative
Agent” has the meaning assigned to such term in the introduction to this Agreement.


 


“Administrative
Agent Fee Letter” means that certain Amended and Restated Administrative Agent Fee Letter, dated as of the date hereof,
by and among the Administrative Agent and the Borrower.


 


“Administrative
Expense Cap” means, for any rolling 12-month period, an amount equal to $150,000.


 


“Administrative
Expenses” means the fees and expenses (including indemnities) and other amounts of the Borrower due or accrued with
respect to any Payment Date and payable, on a pro rata basis, to:


 






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(a)            agents
(other than the Collateral Manager) and counsel of the Borrower for fees and expenses related to the Collateral and the Facility
Documents;


 


(b)            any
rating agency for fees and expenses in connection with the rating of (or provision of credit estimates in respect of) any Collateral
Loans; and


 


(c)            any
other Person (other than the Lenders) in respect of any other fees or expenses permitted under or incurred pursuant to the Facility
Documents and other amounts payable by the Borrower under any Facility Document.


 


provided that, for the avoidance
of doubt, amounts that are expressly payable to any Person under the Priority of Payments in respect of an amount that is stated
to be payable as an amount other than as Administrative Expenses (including, without limitation, interest and principal, other
amounts owing in respect of the Advances and the Commitments, fees due to the Administrative Agent pursuant to the Administrative
Agent Fee Letter and the Collateral Management Fees) and expenses paid on the Closing Date shall not constitute Administrative
Expenses.


 


“Administrator”
means Monroe Capital Management Advisors, LLC, a Delaware limited liability company, together with its successors and assigns.


 


“Advance
Rate” means, (i) 72.0% for Eligible First Lien Obligations, (ii) 65% for Bifurcated First Lien Term Loans
and First Lien/Last Out Term Obligations, (iii) 60.0% for Recurring Revenue Loans, Uni-Tranche Loans, Covenant Lite Loans,
and DIP Collateral Obligations, (iv) 50.0% for Specialty Finance Loans and (v) 40.0% for Eligible Second Lien Obligations
and Real Estate Loans; provided that, if any Loan is subject to a COVID-19 Modification, the applicable Advance
Rate shall be reduced by 10.0% until such time that all required payments are paid on a timely basis for a period of (x) three
consecutive months (if such Loan has monthly scheduled payments) following the date of such modification or (y) two consecutive
quarters (if such Loan has quarterly scheduled payments) following the date of such modification.


 


“Advances”
has the meaning assigned to such term in Section 2.01.


 


“Advisor”
means Monroe Capital BDC Advisors, LLC, a Delaware limited liability company, together with its successors and assigns.


 


“Advisory
Agreement” means that certain Investment Advisory and Management Agreement, dated as of December 5, 2018, by and
between the BDC and the Advisor, as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


“Affected
Person” means (i) each Lender and each of its Affiliates and (ii) any assignee or participant of any Lender.


 


“Affiliate”
means, in respect of a referenced Person, another Person Controlling, Controlled by or under common Control with such referenced
Person; provided that a Person shall not be deemed to be an “Affiliate” of an Obligor solely
because it is under the common ownership or control of the same financial sponsor or affiliate thereof as such Obligor (except
if any such Person or Obligor provides collateral under, guarantees or otherwise supports the obligations of the other such Person
or Obligor).


 






    -3-


     


    

 


“Agents”
means, collectively, the Administrative Agent and the Collateral Agent.


 


“Agent’s
Account” KeyBank National Association, ABA #021300077, Account to be credited: Key Equipment Finance Inc., Account number:
329953020917, Attn: SFS Operations, Ref: MC Income Plus Financing SPV LLC.


 


“Aggregate
Collateral Balance” means, at any time, the aggregate sum of: (a) the aggregate AssignedAppraised
Value of all Collateral Loans (other than Discount Loans and Ineligible Loans) that are Eligible Loans, plus
(b) the Dollar Equivalent of the aggregate purchase price of all Discount Loans (other
than Ineligible Loans), plus (c) the Net Aggregate Exposure Amount with respect to all Delayed Drawdown Loans and
Revolving Loans that, in each case, are Eligible Loans; provided that the portion of the Aggregate Collateral Balance
assigned to any ABL Loan shall be reduced by an amount necessary to cause the Approved ABL Advance Rate thereon to equal the rate
opposite the type of ABL Collateral applicable to such ABL Loan, as set forth in the definition of “Approved ABL Advance
Rate.”


 


“Aggregate
Funded Spread” means, as of any date, the sum of:


 


(a)            in
the case of each Floating Rate Obligation (excluding any Floor Obligation) that bears interest at a spread over an index (including
any LIBOR based index), (i) the excess of the sum of such spread and such index over Specified LIBOR as then in effect (which
spread or excess may be expressed as a negative percentage) multiplied by (ii) the Principal Balance of such Collateral Loan;
and


 


(b)            in
the case of each Floor Obligation, (i) the excess of the interest rate on such Floor Obligation (including any interest rate
spread) as of such date over Specified LIBOR as then in effect (which spread or excess may be expressed as a negative percentage)
multiplied by (ii) the Principal Balance of each such Collateral Loan.


 


“Aggregate
Principal Balance” means, when used with respect to all or a portion of the Collateral Loans, the sum of the Principal
Balances of all or of such portion of such Collateral Loans.


 


“Aggregate
Unfunded Spread” means, as of any date, the sum of the products obtained by multiplying (a) for each Delayed Drawdown
Loan and Revolving Loan, the Dollar Equivalent of the related commitment fee or other
analogous fees (expressed at a per annum rate) then in effect as of such date and (b) the Dollar
Equivalent of the undrawn commitments of each such Delayed Drawdown Loan and Revolving Loan as of such date.


 


“Agreement”
means this Revolving Credit and Security Agreement.


 






    -4-


     


    

 


“Alternative
Rate” means an interest rate per annum equal to (i) if a Eurodollar Disruption Event has occurred and is
continuing or an Event of Default has occurred and is continuing (and has not otherwise been waived by the Lenders pursuant to
the terms hereof), the Base Rate, or (ii) in all other cases, the Adjusted Eurodollar Rate.


 


“Amortization
Period” means the period from the day immediately following the Commitment Termination Date to and including the Final
Maturity Date.


 


“Anti-Corruption
Laws” means, with respect to any Person, all laws, rules, and regulations of any jurisdiction applicable to such Person
or its subsidiaries from time to time concerning or relating to bribery or corruption.


 


“Applicable
Law” means any Law of any Governmental Authority, including all Federal and state banking or securities laws, to which
the Person in question is subject or by which it or any of its assets or properties are bound.


 


“Applicable
Margin” means (a) during the Reinvestment Period, (i) for any day on which the average Utilization for the
most recently ended month is greater than 60%, (A) if the number of Obligors with respect to all Eligible Loans as of the
last day of the previous calendar month exceeds 30, 2.75% per annum, (B) if the number of Obligors with respect to
all Eligible Loans as of the last day of the previous calendar month is 30 or less but greater than 15, 2.85% per annum
and (C) if the number of Obligors with respect to all Eligible Loans as of the last day of the previous calendar month is
15 or less, 2.95% per annum, or (ii) for any day on which the average Utilization for the most recently ended month
is 60% or less, 3.000% per annum; (b) after the Reinvestment Period and during the Amortization Period, 3.250% per
annum; and (c) with respect to Obligations which accrue interest at the Past Due Rate pursuant to Section 2.13
or upon the occurrence and during the continuation of an Event of Default, the Applicable Margin determined in accordance
with the foregoing clauses (a) and (b) plus 2.00% per annum.


 


“Appraisal”
means with respect to any Loan, an appraisal of such Loan that is conducted by an Approved Appraisal Firm, which may be in
the form of an update or reaffirmation by an Approved Appraisal Firm of an Appraisal of such Loan previously performed by an Approved
Appraisal Firm.


 


“Appraised
Value” means, with respect to any Loan, the least of the Dollar Equivalent of:


 


(i)            the
par valuePrincipal Balance for such Loan
multiplied by 102%;


 


(ii)          the
fair market value of such Loan as determined by (x) the bid-side quote for such Loan, determined by any of Loan Pricing
Corporation, LoanX Inc., MarkIt Partners, Mergent, Inc. or IDC or any other nationally recognized loan pricing service
selected by the Borrower or the Collateral Manager with notice to the Administrative Agent or (y) if no such quote is
available, the most recently completed Appraisal of such Loan; provided that in the event any Appraisal with
respect to a Loan pursuant to this clause (ii) is older than three calendar months, the Appraised Value for such Loan
shall be the greater of (A) zero and (B) such other value of such Loan, as determined by the Collateral Manager or
the Borrower and agreed to by the Administrative Agent; provided, further, that in the event that
an initial Appraisal has not yet been completed for any Loan, for a period of up to 150 days following the original closing
of such Loan but terminating on the first Measurement Date occurring after the completion of the first Appraisal for such
Loan, the fair market value of such Loan shall be determined by the Collateral Manager in its sole discretion; and


 



    -5-


     


    




 


(iii)          if
such Loan is a Real Estate Loan or a Specialty Finance Loan, the lowest of (x) the fair market value of such Loan, as determined
by the Administrative Agent in its sole and absolute discretion when such Loan is acquired by or contributed to the Borrower,
(y) the fair market value of such Loan, as determined by the most recently completed Appraisal of such Loan, and (z) the
fair market value of such Loan, as redetermined by the Administrative Agent following the occurrence of a Revaluation Event with
respect to such Loan. In the event the Collateral Manager or the Borrower disputes any Appraised Value that has been determined
by the Administrative Agent, the Administrative Agent shall, at the Borrower’s expense, retain an Approved Appraisal Firm
to value such Eligible Loan and such Approved Appraisal Firm’s Appraised Value shall be the Appraised Value with respect
to such Eligible Loan.


 


“Approved
ABL Advance Rates” means the rates across from the applicable ABL Collateral indicated in the following table:


 


	ABL
    Collateral	Approved
    ABL Advance Rate
	working
    capital	90%
	fixed
    assets	60%


 


“Approved
Appraisal Firm” means (a) an independent appraisal firm recognized as being experienced in conducting valuations
of secured loans or (b) an independent financial adviser of recognized standing retained by the Borrower, the Collateral
Manager or the agent or lenders under any Loan, in each case as consented to by the Administrative Agent.


 


“Assigned
Value” means, for any Loan as of any date of determination, the lesser
of (x) the Principal Balance of such Loan on such date and (y) the Appraised Value.Approved
Foreign Currency” means, at any time, any of Australian Dollars, Canadian Dollars, Euros and Pounds Sterling.


 


“Approved
Foreign Obligor” means an Obligor organized or incorporated in the United Kingdom, Australia, New Zealand, Germany,
Sweden, Switzerland, Austria, Belgium, Denmark, Finland, Iceland, Luxemburg, Norway, The Netherlands, France, Liechtenstein,
Singapore, Israel, Ireland, or any Tax Jurisdiction.


 


“Assignment
and Acceptance” means an Assignment and Acceptance in substantially the form of Exhibit C, entered into
by a Lender, an assignee, the Administrative Agent and, if applicable, the Borrower.


 






    -6-


     


    

 


“Australian
Dollars” means the lawful money of the Commonwealth of Australia.


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor
for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be
used for determining the length of a Tranche 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 “Tranche Period” pursuant to Section 2.18(d).


 


“Bail-In
Action” means the exercise of any Write-down and Conversion Powers.


 


“Bail-In
Legislation” means in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55
of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms ,
the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time.


 


“Bankruptcy
Code” means the United States Bankruptcy Code, as amended.


 


“Base Rate”
means, on any date, a fluctuating interest rate per annum equal to the highest of (a) the Prime Rate, (b) the
Federal Funds Rate plus 0.50%, and (c) other than as a result of a Eurodollar Disruption Event, the three-month LIBOR
Rate plus 1.0%. The Base Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged
to any customer of any Agent or any Lender. Interest calculated pursuant to this definition will be determined based on a year
of 360 days and actual days elapsed.


 


“BDC”
means Monroe Capital Income Plus Corporation, a Maryland corporation.


 


“Benchmark”
means, initially, USD LIBOR; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable,
and its related Benchmark Replacement Date have occurred with respect to USD 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 2.18(a).


 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined
by the Administrative Agent for the applicable Benchmark Replacement Date:


 


(i)            the
sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;


 


(ii)           the
sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment; or


 


(iii)         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 U.S. dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;


 



    -7-


     


    




 


provided that,
in the case of clause (i), Term SOFR 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. If the Benchmark Replacement as determined
pursuant to clause (i), (ii) or (iii) above 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 Facility Documents.


 


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


 


(i)            for
purposes of clauses (i) and (ii) 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 Tranche Period that has been selected or recommended
by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
the applicable Corresponding Tenor;


 


(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 Tranche 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 Benchmark for the applicable Corresponding Tenor; and


 


(ii)           for
purposes of clause (iii) 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 for the applicable Corresponding Tenor giving due consideration to (x) any
selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark
Replacement Date or (y) 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 Benchmark with the applicable Unadjusted Benchmark
Replacement for Dollar-denominated syndicated credit facilities;


 






    -8-


     


    

 


provided
that, in the case of clause (i) 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.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definitions of “Base Rate,” “Business Day”, “LIBOR Rate,”
“Adjusted Eurodollar Rate”, “Interest Accrual Period,” and “Tranche Period”,
timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayments, conversion
or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative,
or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of
such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent
with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of 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 Facility Documents).


 


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


 


(i)            in
the case of clause (i) or (ii) 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);


 


(ii)          in
the case of clause (iii) of the definition of “Benchmark Transition Event,” the date of the public
statement or publication of information referenced therein; or


 


(iii)          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, (x) 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 (y) the “Benchmark Replacement Date” will be deemed to have occurred
in the case of clause (i) or (ii) 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).


 






    -9-


     


    

 


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


 


(i)            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);


 


(ii)           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 Board of Governors of the Federal Reserve System, 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


 


(iii)          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) or a Relevant Governmental Body 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” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant
to clauses (i) or (ii) 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 Facility Document in accordance with Section 2.18
and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder
and under any Facility Document in accordance with Section 2.18.


 


“Beneficial
Owner” means, with respect to the Borrower, (a) each individual, if any, who, directly or indirectly, owns 25%
or more of the equity interests in the Borrower and (b) a single individual with significant responsibility to control, manage,
or direct the Borrower.


 


“Bifurcated
First Lien Term Loan” means a Collateral Loan that (a) constitutes an Eligible First Lien Obligation and (b) that
is a stand-alone term loan that:


 






    -10-


     


    

 


(i)            is
delivered in connection with a related Cross-Defaulted ABL Loan;


 


(ii)          is
secured by a valid first priority perfected security interest or Lien in, to or on substantially all of the Obligor’s assets
other than the ABL Collateral that is secured under the related Cross-Defaulted ABL Loan, subject to Purchase Money Liens and
customary Liens for taxes or regulatory charges not then due and payable and other permitted Liens under the Related Documents;
provided that such permitted Liens do not directly secure indebtedness for borrowed money;


 


(iii)          may
be cross secured to the Cross-Defaulted ABL Loan by a valid second priority perfected security interest or Lien in, to or on substantially
all of the Obligor’s ABL Collateral subject to customary Liens for taxes or regulatory charges not then due and payable
and other permitted Liens under the Related Documents; provided that such permitted Liens do not directly secure
indebtedness for borrowed money;


 


(iv)          is
cross defaulted to the related Cross-Defaulted ABL Loan and is subject to an intercreditor agreement or another agreement amongst
the lenders to such Obligor (including, without limitation, the lenders under the related Cross-Defaulted ABL Loan) containing
customary intercreditor provisions that are reasonably satisfactory to the Borrower and the Collateral Manager (in accordance
with the Collateral Management Standard); and


 


(v)           with
respect to which as of any date of determination the related Cross-Defaulted ABL Loan has a ratio of funded debt under such related
Cross-Defaulted ABL Loan to TTM EBITDA of less than or equal to 1.5x.


 


“Borrower”
has the meaning assigned to such term in the introduction to this Agreement.


 


“Borrower
LLC Agreement” means the Limited Liability Company Agreement of the Borrower, dated as of March 12, 2019.


 


“Borrowing”
has the meaning assigned to such term in Section 2.01.


 


“Borrowing
Base” means, at any time, (a) the Aggregate Collateral Balance minus (b) (i) during the Reinvestment
Period, any Excess Concentration Amounts, and (ii) after the Reinvestment Period, any Excess Concentration Amounts in existence
on the last day of the Reinvestment Period; provided that with respect to this clause (ii), any Excess Concentration
Amounts attributable to a Collateral Loan shall not exceed the Principal Balance of such Collateral Loan; provided further,
that with respect to this clause (ii), Excess Concentration Amounts attributable to more than one Collateral Loan shall
be attributed to each Collateral Loan on a proportional basis according to the portions of such Collateral Loans used to calculate
such Excess Concentration Amounts on the last day of the Reinvestment Period.


 


“Borrowing
Base Calculation Statement” means a statement in substantially the form attached as Schedule I to the form of
Notice of Borrowing attached hereto as Exhibit A, as such form of Borrowing Base Calculation Statement may be modified
by the Administrative Agent from time to time to the extent such form does not, in the good faith opinion of the Administrative
Agent, accurately reflect the calculation of the Borrowing Base required hereunder.


 



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“Borrowing
Date” means the date of a Borrowing.


 


“Business
Day” means any day other than a Saturday or Sunday, provided that (i) days on which banks are authorized
or required to close in New York, New York, Boston, Massachusetts, Chicago, Illinois, Minneapolis, Minnesota or Florence,
South Carolina, and (ii) if the applicable Business Day relates to the advance or continuation of, or conversion into, or
payment of an Advance bearing interest at the LIBOR Rate or the determination of the LIBOR Rate, days on which banks are dealing
in Dollar deposits in the interbank eurodollar market in London, England are closed, shall not constitute Business Days.


 


“Canadian
Dollars” mean the lawful money of Canada.


 


“Cash”
means Dollars immediately available on the day in question.


 


“Cause”
means the indictment for or conviction of any crime of dishonesty or moral turpitude or any act or omission that would constitute
gross negligence, bad faith or willful misconduct.


 


“Certificate
of Beneficial Ownership” means, with respect to the Borrower, a certificate certifying, among other things, the Beneficial
Owner of the Borrower, delivered on the Closing Date, as the same may be updated or amended from time to time in accordance with
this Agreement.


 


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


 


“Change of
Control” means, at any time, the occurrence of one of the following events: (1) the BDC fails to own 100% of the
equity interests of the Borrower free and clear of all Liens other than Permitted Liens at any time; or (2) the Collateral
Manager fails to have the power to direct the management and policies of the Borrower.


 


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


 


“Clearing
Corporation” means each entity included within the meaning of “clearing corporation” under Section 8-102(a)(5) of
the UCC.


 


“Clearing
Corporation Security” means securities which are in the custody of or maintained on the books of a Clearing Corporation
or a nominee subject to the control of a Clearing Corporation and, if they are Certificated Securities in registered form, properly
endorsed to or registered in the name of the Clearing Corporation or such nominee.


 


“Closing
Date” means March 12, 2019.


 






    -12-


     


    

 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.


 


“Collateral”
has the meaning assigned to such term in Section 7.01(a).


 


“Collateral
Administrator” means U.S. Bank National Association, solely in its capacity as collateral administrator hereunder, and
any successor thereto.


 


“Collateral
Agent” means U.S. Bank National Association, solely in its capacity as collateral agent hereunder, and any successor
thereto.


 


“Collateral
Agent Account” means the deposit account established by the Collateral Agent with its corporate trust department in
the name of the Borrower for the deposit of Advances and proceeds of the Collateral for further credit to the Collection Account.


 


“Collateral
Agent, Document Custodian, Collateral Administrator and Intermediary Fee Letter” means the fee letter, dated as of the
Closing Date, among the Borrower, U.S. Bank National Association, as Collateral Agent, Collateral Administrator, Intermediary
and Document Custodian, the Administrative Agent, and the Collateral Manager setting forth the fees payable by the Borrower to,
among others, the Collateral Agent, the Document Custodian and the Collateral Administrator in connection with the transactions
contemplated by this Agreement and other Facility Documents.


 


“Collateral
Agent Parties” has the meaning assigned to such term in Section 16.04(b).


 


“Collateral
Database” has the meaning assigned to such term in Section 15.01(b).


 


“Collateral
Default Ratio” means, on any date of determination, the ratio (expressed as a percentage) equal to (a) the sum
of the Principal Balances of all Collateral Loans that became Defaulted Loans during the previous month net of any recoveries
actually received by the Borrower in respect of such Defaulted Loans, divided by (b) the average Aggregate Principal
Balance of all Collateral Loans during the previous month.


 


“Collateral
Interest Amount” means, as of any Determination Date, without duplication, the sum of (A) the aggregate amount
of “Interest Proceeds” calculated solely pursuant to clause (a) of the definition of “Interest Proceeds”
that have been received according to the payment schedule(s) under the Related Documents during the Collection Period ending
on such Determination Date plus (B) the Dollar Equivalent of all interest
and other income that is accrued but unpaid during such Collection Period on the Collateral Loans (excluding any such amounts
with respect to Ineligible Loans).


 


“Collateral
Loan” means a Loan that is owned by the Borrower and included as part of the Collateral.


 


“Collateral
Management Fee” means the monthly fee, accruing from the Closing Date, payable in arrears on each Payment Date for the
related Interest Accrual Period, in an amount equal to 0.35% per annum (calculated on the basis of a 360 day year and the
actual number of days elapsed) of the Monthly Asset Amount.


 



    -13-


     


    

 


“Collateral
Management Standard” means, with respect to any Loan included in the Collateral, to service and administer such Collateral
Loan in accordance with the Related Documents and all customary and usual servicing practices (a) which are consistent with
the higher of: (i) the customary and usual servicing practices that a prudent loan investor or lender would use in servicing
loans like the Collateral Loans for its own account, and (ii) the same care, skill, prudence and diligence with which the
Collateral Manager services and administers loans for its own account or for the account of others; (b) to the extent not
inconsistent with clause (a), with a view to maximize the value of the Collateral Loans; and (c) without regard to:
(i) any relationship that the Collateral Manager or any Affiliate of the Collateral Manager may have with any Obligor or
any Affiliate of any Obligor, (ii) the Collateral Manager’s obligations to incur servicing and administrative expenses
with respect to a Collateral Loan, (iii) the Collateral Manager’s right to receive compensation for its services hereunder
or with respect to any particular transaction, (iv) the ownership by the Collateral Manager or any Affiliate thereof of any
retained interest or one or more loans of the same class as any Collateral Loans, (v) the ownership, servicing or management
for others by the Collateral Manager of any other loans or property by the Collateral Manager, or (vi) any relationship that
the Collateral Manager or any Affiliate of the Collateral Manager may have with any holder of other loans of the Obligor with
respect to such Collateral Loans.


 


“Collateral
Manager” has the meaning assigned to such term in the introduction of this Agreement.


 


“Collateral
Manager Breach” has the meaning assigned to such term in Section 11.03(a).


 


“Collateral
Manager Expense Cap” means, for any rolling twelve-month period, an amount equal to $300,000.


 


“Collateral
Manager Termination Event” means the occurrence of any of the events, acts or circumstances set forth in Section 6.03.


 


“Collateral
Sale Notice Date” has the meaning assigned to such term in Section 6.02.


 


“Collection
Account” means the account established pursuant to Section 8.02, which includes the Principal Collection
Subaccount and the Interest Collection Subaccount including any Principal Collection Subaccount and
Interest Collection Subaccount for an Approved Foreign Currency.


 


“Collection
Period” means, with respect to any Payment Date, the period commencing immediately following the prior Collection Period
(or on the Closing Date, in the case of the Collection Period relating to the first Payment Date) and ending on the last day of
the month prior to the month in which such Payment Date occurs (or, if such last day of the month is not a Business Day, the next
succeeding Business Day) or, in the case of the final Collection Period preceding the Final Maturity Date or the final Collection
Period preceding an optional prepayment in whole of the Advances, ending on the day preceding the Final Maturity Date or the date
of such prepayment, respectively.


 



    -14-


     


    

 


“Collections”
means all cash collections, distributions, payments and other amounts received, and to be received by the Borrower, from any
Person in respect of any Collateral, including all principal, interest, fees, distributions and redemption and withdrawal proceeds
payable to the Borrower under or in connection with any such Collateral and all Proceeds from any sale or disposition of any such
Collateral.


 


“Commitment”
means, as to each Lender, the obligation of such Lender to make, on and subject to the terms and conditions hereof, Advances
to the Borrower pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding for such Lender
up to but not exceeding the amount set forth opposite the name of such Lender on Schedule 1 or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Commitment, as applicable, as such amount may be reduced from time to time
pursuant to Section 2.06 or increased or reduced from time to time pursuant to assignments effected in accordance
with Section 16.06(a).


 


“Commitment
Fees” has the meaning assigned to such term in the Lender Fee Letter.


 


“Commitment
Reduction Fee” has the meaning assigned to such term in the Lender Fee Letter.


 


“Commitment
Termination Date” means the last day of the Reinvestment Period.


 


“Concentration
Limitations” means, as of any date of determination, the following limitations applied to the Aggregate Collateral Balance
of the Eligible Loans owned (or, in relation to a proposed purchase of a Loan, proposed to be owned) by the Borrower, and calculated
as a percentage of the Aggregate Collateral Balance in accordance with the procedures set forth in Section 1.04:


 


(a)            not
more than 5.0% consists of DIP Collateral Obligations;


 


(b)            not
more than 10.0% consists of Eligible Second Lien Obligations;


 


(c)            not
more than 25.0% consists of Eligible Loans with Obligors in any Moody’s Industry Classification;


 


(d)            not
more than (i) 15.0% consists of Eligible Loans the Obligor of which, together with any Affiliates thereof, is the Obligor
of the largest percentage of the Aggregate Collateral Balance, (ii) 12.0% consists of Eligible Loans the Obligor of which,
together with any Affiliates thereof, is the Obligor of the 2nd largest percentage of the Aggregate Collateral Balance, and (iii) so
long as there are at least ten (10) individual Obligors with respect to the Eligible Loans, 40.0% consists collectively of
Eligible Loans the Obligors of which, together with any Affiliates thereof, are the Obligors of the 1st, 2nd, 3rd and 4th largest
percentage of the Aggregate Collateral Balance;


 


(e)            not
more than 30.0% consists of Eligible Loans (excluding Real Estate Loans and Specialty Finance Loans, which shall not be required
to have a Risk Factor Rating) that have a Risk Factor Rating of greater than 3490;


 



    -15-


     


    




 


(f)             not
more than 10.0% consists of Eligible Loans (excluding Real Estate Loans and Specialty Finance Loans, which shall not be required
to have a Risk Factor Rating) that have a Risk Factor Rating of greater than 4770;


 


(g)            not
more than 15.0% consists of Eligible Loans (excluding Recurring Revenue Loans) that have an Obligor with a TTM EBITDA of less
than $7,500,000;


 


(h)            not
more than 25.0% consists of Recurring Revenue Loans;


 


(i)             not
less than 65.0% consists of Eligible First Lien Obligations, including Covenant Lite Loans and Recurring Revenue Loans;


 


(j)             not
more than 35.0% consists collectively of First Lien/Last Out Term Obligations, Uni-Tranche Loans, Bifurcated First Lien Term Loans,
Eligible Second Lien Obligations, Specialty Finance Loans and Real Estate Loans;


 


(k)            not
more than 10.0% consists of Bifurcated First Lien Term Loans;


 


(l)             not
more than 15.0% consists of Eligible Covenant Lite Loans;


 


(m)           not
more than 10.0% consists of PIK Loans; provided that not more than 3.0% consists of PIK Loans with respect to which
the portion of the cash interest that is deferred exceeds 2.0% per annum as of the interest payment date most recently
occurring prior to the applicable date of determination;


 


(n)            not
more than 15.0% consists collectively of Specialty Finance Loans and Real Estate Loans;


 


(o)            not
more than 10.0% consists of Control Position Loans;


 


(p)            not
more than 5.0% consists of Loans that do not satisfy the eligibility criteria set forth in the definition of “Eligible Loan”
but have been approved by the Administrative Agent for acquisition by the Borrower pursuant to clause (ii) of such definition;


 


(q)            not
more than 15.0% consists of Delayed Drawdown Loans and Revolving Loans; and


 


(r)             not
more than 30.0% consists of Loans subject to a COVID-19 Modification;


 


(s)            not
more than 10.0% consists of Loans whose Obligors are Approved Foreign Obligors; and


 






    -16-


     


    

 


(t)            not
more than 10.0% consists of Loans that are payable in an Approved Foreign Currency.


 


“Constituent
Documents” means in respect of any Person, the certificate or articles of formation or organization, the limited liability
company agreement, operating agreement, partnership agreement, joint venture agreement or other applicable agreement of formation
or organization (or equivalent or comparable constituent documents) and other organizational documents and by-laws and any certificate
of incorporation, certificate of formation, certificate of limited partnership and other agreement, similar instrument filed or
made in connection with its formation or organization, in each case, as the same may be amended, restated, replaced, supplemented
or otherwise modified from time to time.


 


“Control”
means the direct or indirect possession of the power to direct or cause the direction of the management or policies of a Person,
whether through ownership, by contract, arrangement or understanding, or otherwise. “Controlled” and “Controlling”
have the meaning correlative thereto.


 


“Control
Position Loan” means an instrument that otherwise qualifies as a Collateral Loan, with respect to which (a) there
is a warrant or other similar instrument that may be converted or exchanged for an Equity Security (other than Margin Stock) and
(b) upon the exercise of such warrant or similar instrument by the Borrower or other Affiliated holder thereof such holder
thereof would have (i) more than 25%, but not more than 49% of the equity interests of the Obligor, (ii) the right to
appoint a majority of the board of directors (or similar governing body) of the Obligor, or (iii) other rights that would
constitute having “Control” of the Obligor.


 


“Corporate
Trust Office” means the applicable designated corporate trust office of the Collateral Agent, the office of the Document
Custodian or the office of the Collateral Administrator, as applicable, specified on Schedule 5 or such other address within
the United States as the Collateral Agent, the Document Custodian and the Collateral Administrator 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
Lite Loan” means a Loan that does not require the Obligor to comply with at least one of the following financial covenants
during each reporting period applicable to such Loan, whether or not any action by, or event relating to, the Obligor has occurred:
maximum leverage, maximum senior leverage, minimum fixed charge coverage, minimum tangible net worth, minimum net worth, minimum
debt service coverage, minimum interest coverage, maximum capital expenditures, minimum EBITDA, or other customary financial covenants.


 


“Coverage
Test” means each of (i) the Maximum Advance Rate Test and (ii) the Interest Coverage Ratio Test.


 


“Covered
Account” means each of the Collection Account (including the Interest Collection Subaccount and Principal Collection
Subaccount therein), the Payment Account, the Revolving Reserve Account and the Custodial Account.


 



    -17-


     


    

 


“COVID-19
Modification” means, with respect to any Loan in which the related Obligor has been negatively impacted by the COVID-19
pandemic, any amendment, waiver, consent or modification of a Related Document with respect thereto executed or effected after
the date on which such Loan is acquired by the Borrower but prior to January 4, 2021, that:


 


(a)            with
respect to any interest payment payable on or prior to January 4, 2021, reduces, reschedules or waives any such interest
payment or permits any such interest due with respect to such Loan in cash to be deferred, rescheduled or capitalized and added
to the principal amount of such Loan (other than any deferral or capitalization already expressly permitted by the terms of its
underlying instruments as of the date such Loan was acquired by the Borrower) or otherwise extends or reschedules any such interest
payment with respect to such Loan to a date on or prior to the maturity date of such Loan then in effect; or


 


(b)            with
respect to any scheduled payment or mandatory prepayment of principal payable on or prior to January 4, 2021, waives, reschedules,
extends or postpones any date fixed for such payment to a date on or prior to the maturity date of such Loan then in effect.


 


“Credit and
Collection Policies” means the Monroe Capital Credit Policies and Procedures Manual, as amended subject to the terms
hereof; provided however that, with respect to any Successor Collateral Manager, means the written credit, collection
and portfolio management policies and procedures of such Person at the time such Person becomes the Successor Collateral Manager.


 


“Cross-Defaulted
ABL Loan” means an ABL Loan (for purposes of this definition, a “loan”) that (a) would constitute an
Eligible First Lien Obligation other than with respect to clause (v) of the definition thereof and (b) that is a stand-alone
revolving loan that:


 


(i) is delivered
in connection with a related Bifurcated First Lien Term Loan;


 


(ii) is secured
by a first priority perfected Lien on the related Obligor’s ABL Collateral in all appropriate
jurisdictions, subject to customary Liens for taxes or regulatory charges not then due and payable and other permitted
Liens under the Related Documents, provided that such permitted Liens do not directly secure indebtedness for borrowed money;


 


(iii) may be
cross-secured to the Bifurcated First Lien Term Loan by a valid second priority perfected security interest or Lien in, to or
on substantially all of the Obligor’s assets in all appropriate jurisdictions other
than the ABL Collateral subject to Purchase Money Liens and customary Liens for taxes or regulatory charges not then due and payable
and other permitted Liens under the Related Documents, provided that such permitted Liens do not directly secure indebtedness
for borrowed money; and






    -18-


     


    

 


 






 


(iv) is cross
defaulted to the related Bifurcated First Lien Term Loan and is subject to an intercreditor agreement or another agreement amongst
the lenders to such Obligor (including, without limitation, the lenders under the Bifurcated First Lien Term Loan) containing
customary intercreditor provisions that are reasonably satisfactory to the Borrower and the Collateral Manager (in accordance
with the Collateral Management Standard).








 


“Custodial
Account” means the custodial account established pursuant to Section 8.03(b), which
includes any sub-account of the Custodial Account for an Approved Foreign Currency.


 


“Custodial
Certificate” is defined in Section 14.02(b)(i).


 


“Daily Simple
SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established
by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental
Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the
Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the
Administrative Agent may establish another convention in its reasonable discretion.


 


“Data File”
has the meaning assigned to such term in Section 8.06(a).


 


“Debtor Relief
Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United
States or other applicable jurisdictions from time to time in effect.


 


“Default”
means any event which, with the passage of time, the giving of notice, or both, would (if not cured or otherwise remedied
during such time) constitute an Event of Default.


 


“Defaulted
Loan” means any Loan as to which any of the following occurs:


 


(a)           a
default as to all or any portion of one or more payments of principal and/or interest has occurred with respect to such loan (after
giving effect to any grace period applicable thereto but in no event exceeding three (3) Business Days past the applicable
due date);


 


(b)           a
default other than a payment default described in clause (a) above (after giving effect to any grace period applicable thereto)
and for which the Borrower (or the administrative agent or required lenders pursuant to the Related Documents, as applicable)
has elected to exercise any of its rights and remedies under such Related Documents (including, without limitation, acceleration
or foreclosing on collateral, but excluding (i) the imposition of default pricing if such default, in the good faith business
judgment of the Collateral Manager, did not arise for credit-related reasons or (ii) the exercise of any rights to receive
reports or conduct audits);


 


(c)           unless
such Loan is a DIP Collateral Obligation, the related Obligor of such loan is subject of an Insolvency Event;


 






    -19-


     


    

 








(d)           any
or all of the principal amount due under such loan is reduced or forgiven;


 


(e)           subject
to a mandatory repurchase as a Warranty Loan under the related documents;


 


(f)            the
Collateral Manager has reasonably determined in accordance with the Collateral Management Standard and the Credit and Collection
Policies that such Loan shall be placed on “non-accrual” status or “not collectible”; or


 


(g)           a
Material Modification has occurred with respect to such loan (unless approved by the Administrative Agent, in its reasonable discretion).


 


“Defaulting
Lender” means, subject to Section 2.16(b), any Lender that (a) has failed to (i) fund all or any
portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such
Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination
that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall
be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other
Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has
notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder,
or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation
to fund an Advance hereunder and states that such position is based on such Lender’s determination that a condition precedent
to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing
or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the
Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with
its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has,
or has a direct or indirect parent company that has, at any time after the Closing Date (i) become the subject of a proceeding
under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee
for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including
the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become
the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the
ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental
Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of
courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender
(or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.
Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above
shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b))
upon delivery of written notice of such determination to the Borrower and each Lender.


 









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“Delayed
Drawdown Loan” means a Loan that (a) requires the Borrower to make one or more future advances to the Obligor under
the related documents, agreements evidencing, guaranteeing, securing, governing or giving rise to such loan (for purposes of such
definition, the “related documents”), (b) specifies a maximum amount that can be borrowed on one or more fixed
borrowing dates, and (c) does not permit the re-borrowing of any amount previously repaid by the Obligor thereunder, provided
that any such loan will be a Delayed Drawdown Loan only to the extent of undrawn commitments and solely until all commitments
by the Borrower to make advances on such loan to the borrower under the related documents expire or are terminated or are reduced
to zero.


 


“Deliver”
or “Delivered” or “Delivery” means the taking of the following steps:


 


(a)           in
the case of each Certificated Security (other than a Clearing Corporation Security), Instrument and Participation Interest
in which the Participation Interest or the Collateral Loan is represented by an Instrument:


 


(i)             causing
the delivery of such Certificated Security to the Collateral Agent and any Instrument to the Document Custodian and by registering
the same in the name of the Collateral Agent or its affiliated nominee or by indorsing the same to the Collateral Agent or in
blank;


 


(ii)            causing
the Collateral Agent or the Document Custodian, as applicable, to indicate continuously on its books and records that such Certificated
Security or Instrument is credited to the applicable Covered Account; and


 


(iii)           causing
the Collateral Agent or the Document Custodian, as applicable, to maintain (on behalf of the Collateral Agent for the benefit
of the Secured Parties) continuous possession of such Certificated Security or Instrument;


 


(b)           in
the case of each Uncertificated Security (other than a Clearing Corporation Security), unless covered by clause (e) below:


 


(i)             causing
such Uncertificated Security to be continuously registered on the books of the issuer thereof to the Collateral Agent; and


 


(ii)            causing
the Collateral Agent to indicate continuously on its books and records that such Uncertificated Security is credited to the applicable
Covered Account;


 


(c)           in
the case of each Clearing Corporation Security:


 


(i)             causing
the relevant Clearing Corporation to credit such Clearing Corporation Security to the securities account of the Collateral Agent,
and


 



    -21-


     


    







 


(ii)            causing
the Collateral Agent to indicate continuously on its books and records that such Clearing Corporation Security is credited to
the applicable Covered Account;


 


(d)           in
the case of each security issued or guaranteed by the United States of America or agency or instrumentality thereof and that is
maintained in book-entry records of a Federal Reserve Bank (“FRB”) (each such security, a “Government
Security”):


 


(i)             causing
the creation of a Security Entitlement to such Government Security by the credit of such Government Security to the securities
account of the Collateral Agent at such FRB, and


 


(ii)            causing
the Collateral Agent to indicate continuously on its books and records that such Government Security is credited to the applicable
Covered Account;


 


(e)           in
the case of each Security Entitlement not governed by clauses (a) through (d) above:


 


(i)             causing
a Securities Intermediary to receive a Financial Asset from a Securities Intermediary or to acquire the underlying Financial Asset,
and in either case, accepting it for credit to the Collateral Agent’s securities account,


 


(ii)            causing
such Securities Intermediary to make entries on its books and records continuously identifying such Security Entitlement as belonging
to the Collateral Agent on behalf of the Secured Parties and continuously indicating on its books and records that such Security
Entitlement is credited to the securities account of such Securities Intermediary, on behalf of the Collateral Agent on behalf
of the Secured Parties, and


 


(iii)            causing
the Collateral Agent to indicate continuously on its books and records that such Security Entitlement (or all rights and property
of the Collateral Agent representing such Security Entitlement) is credited to the applicable Covered Account;


 


(f)            in
the case of Cash or Money:


 


(i)             causing
the delivery of such Cash or Money to the Securities Intermediary,


 


(ii)            causing
the Securities Intermediary to credit such Cash or Money to a deposit account maintained as a sub-account of the applicable Covered
Account, and


 






    -22-


     


    

 


(iii)           causing
the Securities Intermediary to indicate continuously on its books and records that such Cash or Money is credited to the applicable
Covered Account; and





 


(g)          in
the case of each account or general intangible (including any Participation Interest in which none of the Participation Interest
or the underlying loan is represented by an Instrument), causing the filing of a Financing Statement in the office of the Secretary
of State of the State of Delaware.


 


In addition, the Collateral
Manager on behalf of the Borrower will obtain any and all consents required by the Related Documents relating to any Instruments,
accounts or general intangibles for the transfer of ownership and/or pledge hereunder (except to the extent that the requirement
for such consent is rendered ineffective under Section 9-406 of the UCC).


 


“Determination
Date” means the last day of each Collection Period.


 


“DIP Collateral
Obligation” means an obligation:


 


(a)           obtained
or incurred after the entry of an order of relief in a case pending under Chapter 11 of the Bankruptcy Code,


 


(b)           to
a debtor in possession as described in Chapter 11 of the Bankruptcy Code or a trustee (if appointment of such trustee has been
ordered pursuant to Section 1104 of the Bankruptcy Code),


 


(c)           on
which the related Obligor is required to pay interest and/or principal on a current basis, and


 


(d)           approved
by a Final Order or Interim Order of the bankruptcy court so long as such obligation is (A) fully secured by a lien on the
debtor’s otherwise unencumbered assets pursuant to Section 364(c)(2) of the Bankruptcy Code, (B) fully secured
by a lien of equal or senior priority on property of the debtor estate that is otherwise subject to a lien pursuant to Section 364(d) of
the Bankruptcy Code or (C) is secured by a junior lien on the debtor’s encumbered assets (so long as such loan is fully
secured based on the most recent current valuation or appraisal report, if any, of the debtor).


 


“Discount
Loan” means any Loan having a purchase price of less than 90% of the outstanding principal amount of such Loan.


 


“Document
Custodian” means U.S. Bank National Association, a national banking association, and any successor thereto appointed
under this Agreement, in its capacity as document custodian hereunder.


 


“Document
Custodian Termination Notice” is defined in Section 14.05.


 


“Dollar
Equivalent” means, on any date of determination, (i) with respect to an Approved Foreign Currency, for an
actual currency exchange, the applicable currency-Dollar spot rate obtained by the Collateral Manager through customary banking
channels, including the Collateral Agent’s own banking facilities or (ii) with respect to an Approved Foreign Currency,
for all other purposes, the applicable currency-Dollar spot rate obtained by the Collateral Manager through the Collateral Agent’s
banking facilities for such currency at the opening of business on such day or (iii) with respect to an amount denominated
in Dollars, such amount. None of the Administrative Agent, the Collateral Administrator or the Collateral Agent shall have any
responsibility for any calculation of a Dollar Equivalent made by the Collateral Manager. For the avoidance of doubt, neither
the Collateral Administrator nor the Collateral Agent shall have any responsibility to calculate any Dollar Equivalent pursuant
to this Agreement.


 



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“Dollars”
and “$” mean the lawful money of the United States of America.


 


“Due Date”
means each date on which any payment is due on a Loan in accordance with its terms.


 


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


 


(i)            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


 


(ii)           the
joint election by the Administrative Agent and the Borrower to trigger a fallback from the LIBOR Rate and the provision by the
Administrative Agent of written notice of such election to the Lenders.


 


“EBITDA”
means earnings before interest, taxes, depreciation and amortization (determined by the Collateral Manager for any Loan, in
the manner provided in the Related Documents). In any case that “EBITDA” or such comparable definition is not defined
in such Related Documents, an amount, for the related Obligor and any of its parents or Subsidiaries that are obligated with respect
to such Loan pursuant to its Related Documents (determined on a consolidated basis without duplication in accordance with GAAP)
equal to earnings from continuing operations for such period plus interest expense, income taxes, depreciation and amortization
and, to the extent determined by the Collateral Manager in accordance with the Collateral Management Standard, any other costs
and expenses reducing earnings and other extraordinary non-recurring costs and expenses for such period (to the extent deducted
in determining earnings from continuing operations for such period).


 


“EEA Member
Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.


 






    -24-


     


    

 


“Eligible
Assignee” means a Person that (i) is not a natural Person, (ii) is not a Defaulting Lender or any of its Subsidiaries
or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary of a Defaulting Lender,
(iii) is not the Borrower, the Collateral Manager, the BDC or any Affiliate of any of the foregoing, (iv) is a Qualified
Purchaser and (v) unless such Person is a Permitted Assignee, has obtained the written consent of the Administrative Agent
prior to any assignment pursuant to Section 16.06.


 








“Eligible
Covenant Lite Loan” means a Covenant Lite Loan that, as of the date of origination, has an Obligor with TTM EBITDA of
at least $35,000,000.


 


“Eligible
First Lien Obligation” means any Loan that:


 


(i)             is
not (and is not expressly permitted by its terms to become) subordinate in right of payment to any other obligation for borrowed
money of the Obligor of such loan;


 


(ii)            is
secured by a valid first priority perfected security interest or lien in, to or on substantially all of the assets of the Obligor
under such loan (except for a Bifurcated First Lien Term Loan that has a Lien on substantially all of the Obligor’s assets
other than ABL Collateral) in all appropriate jurisdictions subject to Purchase Money
Liens and customary Liens for taxes or regulatory charges not then due and payable and other permitted Liens under the Related
Documents, provided that such permitted Liens do not directly secure indebtedness for borrowed money;


 


(iii)           is
secured pursuant to such first priority perfected security interest or Lien,
by collateral having a value (determined as set forth below) not less than the outstanding principal balance of such loan in
all appropriate jurisdictions; and


 


(iv)           is
not a loan which is secured solely or primarily by the common stock of its Obligor or any of its Affiliates.


 


The determination as to whether clause
(iii) of this definition is satisfied shall be based on both (x) an Appraisal or other valuation (including an internal
valuation performed by the Collateral Manager and including enterprise value) performed on or about the date of acquisition by
the Borrower or of the most recent restructuring of such loan, and (y) the Collateral Manager’s judgment (calculated
in good faith in accordance with its Credit and Collection Policies) at the time the loan is acquired by the Borrower. The limitation
set forth in clause (iv) above shall not apply with respect to a loan made to a parent entity that is secured solely
or primarily by the stock of one or more of the subsidiaries of such parent entity to the extent that the granting by any such
subsidiary of a lien on its own property would (1) in the case of a subsidiary that is not part of the same consolidated
group as such parent entity for U.S. federal income tax purposes, result in a deemed dividend by such subsidiary to such parent
entity for such tax purposes, (2) violate law or regulations applicable to such subsidiary (whether the obligation secured
is such loan or any other similar type of indebtedness owing to third parties) or (3) cause such subsidiary to suffer adverse
economic consequences under capital adequacy or other similar rules, in each case, so long as (x) the Related Documents limit
the incurrence of indebtedness by such subsidiary and (y) the aggregate amount of all such indebtedness is not material relative
to the aggregate value of the assets of such subsidiary.


 



    -25-


     


    







 


“Eligible
Investment Required Ratings” means, with respect to any obligation or security, that such obligation or security (a) (i) if
such obligation or security has both a long-term and a short-term credit rating from Moody’s, such ratings are “Aa3”
or better (not on credit watch for possible downgrade) and “P-1” (not on credit watch for possible downgrade), respectively,
(ii) if such obligation or security only has a long-term credit rating from Moody’s, such rating is “Aaa”
(not on credit watch for possible downgrade) and (iii) if such obligation or security only has a short-term credit rating
from Moody’s, such rating is “P-1” (not on credit watch for possible downgrade) and (b) has a rating of
“A-1” or better (or, in the absence of a short-term credit rating, a long-term credit rating of “A+” or
better) from S&P.


 


“Eligible
Investments” means any Dollar investment that, at the time it is Delivered (directly or through an intermediary or bailee),
is one or more of the following obligations or securities:


 


(i)            direct
obligations of, and obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the
United States of America or any agency or instrumentality of the United States of America the obligations of which are expressly
backed by the full faith and credit of the United States of America;


 


(ii)           demand
and time deposits in, certificates of deposit of, trust accounts with, bankers’ acceptances payable within 183 days of issuance
by, or federal funds sold by any depository institution or trust company incorporated under the laws of the United States of America
or any state thereof and subject to supervision and examination by federal and/or state banking authorities, so long as the commercial
paper and/or the debt obligations of such depository institution or trust company (or, in the case of the principal depository
institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such
investment or contractual commitment providing for such investment have the Eligible Investment Required Ratings;


 


(iii)          non-extendable
commercial paper or other short-term obligations with the Eligible Investment Required Ratings and that either bear interest or
are sold at a discount from the face amount thereof and have a maturity of not more than 183 days from their date of issuance;


 


(iv)          money
market funds that have, at all times, credit ratings of “Aaa” and “MR1+” by Moody’s and “AAAm”
or “AAAm-G” by S&P, respectively; and


 


(v)           Cash;


 


provided that (1) Eligible
Investments purchased with funds in the Collection Account shall be held until maturity except as otherwise specifically provided
herein and shall include only such obligations or securities, other than those referred to in clause (iv) above, as
mature (or are putable at par to the issuer thereof) no later than the earlier of (x) sixty (60) days after the date of acquisition
thereof or (y) the Business Day prior to the next Payment Date; and (2) none of the foregoing obligations or securities
shall constitute Eligible Investments if (a) such obligation or security has an “f”, “r”, “p”,
“pi”, “q” or “t” subscript assigned by S&P, (b) all, or substantially all, of the
remaining amounts payable thereunder consist of interest and not principal payments, (c) such obligation or security is subject
to U.S. withholding or foreign withholding tax unless the issuer of the security is required to make “gross-up” payments
for the full amount of such withholding tax, (d) such obligation or security is secured by real property, (e) such obligation
or security is purchased at a price greater than 100% of the principal or face amount thereof, (f) such obligation or security
is subject of a tender offer, voluntary redemption, exchange offer, conversion or other similar action or (g) in the Collateral
Manager’s judgment, such obligation or security is subject to material non-credit related risks. Any such investment may
be made or acquired from or through the Collateral Agent or any of its affiliates, or any entity for whom the Collateral Agent
or any of its affiliates provides services (so long as such investment otherwise meets the applicable requirements of the foregoing
definition of Eligible Investment at the time of acquisition) or acts as offeror; provided that, notwithstanding
the foregoing clauses (i) through (v), 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 Administrative Agent and the Collateral Agent that the advice specified in this
definition has been received by the Borrower and the Collateral Manager), Eligible 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 Agent, Collateral Administrator
and Document Custodian shall have no obligation to determine or oversee compliance with the foregoing or to determine whether
an investment is an “Eligible Investment”.


 



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“Eligible
Loan” means a Loan that meets each of the following criteria at the time of acquisition thereof by the Borrower (or
its binding commitment to acquire the same):


 


(i)            if
such Loan is a Real Estate Loan or a Specialty Finance Loan, such Loan has been approved by the Administrative Agent in its sole
discretion; or


 


(ii)           if
such Loan is not a Real Estate Loan or a Specialty Finance Loan (unless approved by the Administrative Agent in its sole discretion):


 


(a)            is
an Eligible First Lien Obligation (including a First Out Facility, a First Lien/Last Out Term Obligation, an ABL Loan, a Recurring
Revenue Loan, Bifurcated First Lien Term Loan, a Uni-Tranche Loan) or an Eligible Second Lien Obligation;


 


(b)            permits
the purchase thereof by or assignment thereof to the Borrower and the pledge to the Collateral Agent;


 


(c)            is
denominated and payable in either Dollars or an Approved
Foreign Currency;


 






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(d)            is
an obligation of an (i) an Obligor organized or incorporated in the United States
(or any state, territory or possession thereof), the United Kingdom, Australia
or Canada or (ii) an Approved Foreign Obligor; provided that, for the
avoidance of doubt, a guarantor may be organized or incorporated outside of the United States, the
United Kingdom, Australia and Canada or the countries identified in the definition
of “Approved Foreign Obligor”;


 








(e)            is
not a Defaulted Loan;


 


(f)             is
not a Non-Cash Paying PIK Loan;


 


(g)            is
not a Zero Coupon Obligation;


 


(h)            is
not a Structured Finance Obligation, a finance lease or chattel paper;


 


(i)             as
of the date of acquisition thereof, is not subject to material non-credit related risk (such as a Loan the payment of which is
expressly contingent upon the non-occurrence of a catastrophe) as determined by the Collateral Manager in good faith;


 


(j)             no
portion thereof (including any conversion option, exchange option, warrant or other component thereof) is exchangeable or convertible
into equity at the option of the Obligor;


 


(k)            is
not an Equity Security and does not provide for mandatory or optional conversion or exchange into an Equity Security; provided
that the acquisition of an instrument that otherwise qualifies as an Eligible Loan, together with a warrant or other similar
instrument that may be converted or exchanged for an Equity Security (other than Margin Stock), will not cause the former instrument
to lose its eligibility as an Eligible Loan;


 


(l)             as
of the date of acquisition thereof, is not the subject of an offer and has not been called for redemption;


 


(m)           does
not constitute Margin Stock and no part of the proceeds of such loan or any other extension of credit made thereunder will be
used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin
Stock;


 


(n)            does
not subject the Borrower to withholding tax unless the Obligor is required to make “gross-up” payments constituting
100% of such withholding tax;


 


(o)            provides
for regular scheduled payments of principal with the full principal balance to be payable in cash at or prior to its maturity;


 






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(p)            is
not a Participation Interest;


 








(q)            as
of the date of origination thereof, has an Obligor with (i) TTM Revenue of at least $10,000,000 and (ii) other than
with respect to any Recurring Revenue Loan or any ABL Loan, TTM EBITDA of at least $3,000,000;


 


(r)             has
an original term to maturity of not more than seven years;


 


(s)             provides
for regular scheduled payments of interest no less frequently than quarterly;


 


(t)             has
not been the subject of a Material Modification after the date of the acquisition by the Borrower (or its binding commitment to
acquire the same), unless approved by the Administrative Agent (in its reasonable discretion);


 


(u)            is
not an obligation pursuant to which any future advances or payments to the Obligor may be required to be made by the Borrower
(other than Revolving Loans and Delayed Drawdown Loans);


 


(v)            will
not cause the Borrower or the pool of assets to be required to be registered as an investment company under the Investment Company
Act;


 


(w)           is
not a Covenant Lite Loan unless it is an Eligible Covenant Lite Loan;


 


(x)            other
than a Real Estate Loan, is not primarily secured by real estate;


 


(y)            if
it is (i) not a Noteless Loan, the related note or (ii) a Noteless Loan, (x) a copy of the loan register with respect
to such Noteless Loan evidencing registration of such Collateral Loan on the books and records of the applicable Obligor or bank
agent to the name of the Borrower (or its nominee) or (y) a copy (which may be a facsimile copy) of (I) the loan or
credit agreement reflecting the Obligor’s commitment thereunder or (II) an assignment agreement in favor of the Borrower
as assignee, has been delivered to the Document Custodian in accordance with the provisions of Article XIV;


 


(z)            as
of the date of acquisition thereof, has a purchase price or current fair market value of greater than 80% of par;


 


(aa)          other
than with respect to any Recurring Revenue Loan or any ABL Loan, as of the date of acquisition thereof, has an Obligor with (x) as
of the date of acquisition thereof, (A) if such Loan is not a Uni-Tranche Loan, (1) a Senior Debt Ratio of less than
5.00x and (2) a Total Debt Ratio of less than 7.00x, or (B) if such Loan is a Uni-Tranche Loan, a Total Debt Ratio of
less than 6.00x and (y) as of any date of determination thereafter, (1) a Senior Debt Ratio of less than 7.00x and (2) a
Total Debt Ratio of less than 8.00x;


 






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(bb)        (i) as
of the date of origination and as of the date of acquisition thereof, has a Proprietary Risk Rating of 3 or better and (ii) as
of any date after the acquisition thereof, has a Proprietary Risk Rating of 4 or better;


 








(cc)          has
been assigned a Risk Factor Rating (i) upon acquisition by the Borrower that is not more than 60 days old and (ii) thereafter,
that is not more than 13 months old;


 


(dd)         was
originated, underwritten, documented and closed or acquired in all material respects in accordance with the Collateral Manager’s
Credit and Collection Policies;


 


(ee)          has
a Risk Factor Rating of less than or equal to 6500;


 


(ff)           other
than with respect to any ABL Loan, as of the date of acquisition thereof, has a loan (including all Collateral Loans and any other
debt senior to or pari passu with such Collateral Loan) to total enterprise value ratio of less than 70% as calculated by the
Collateral Manager in good faith in accordance with and at intervals required by its Credit and Collection Policies;


 


(gg)         the
Borrower (or the Collateral Manager on behalf of the Borrower) shall have instructed the Obligor or related administrative or
paying agents under the Related Documents to remit all Collections directly to the Collection Account;


 


(hh)         [reserved];


 


(ii)            is
a Floating Rate Obligation;


 


(jj)            is,
and the applicable Related Documents are, in compliance, in all material respects, with applicable laws, rules and regulations
(including relating to usury, truth-in-lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt
collection practices and privacy, OFAC and Patriot Act);


 


(kk)         does
not represent a consumer obligation (including, without limitation, a mortgage loan, auto loan, credit card loan or personal loan);


 


(ll)            is
not a letter of credit;


 


(mm)        is
in registered form within the meaning of Sections 881(c)(2)(B)(i) and 163(f) of the Code and Section 5f.103-1(c) of
the United States Treasury Regulations and issued after July 18, 1984;


 


(nn)          as
of the date of acquisition thereof, no payment of interest or principal on such Loan is more than thirty (30) days past the applicable
due date within the previous twelve-month period;


 






    -30-


     


    

 


(oo)         the
Related Documents with respect to such Loan are governed by the laws of the United States (or any state or territory thereof),
Canada (or any province thereof) or the United Kingdom;


 








(pp)         such
Obligor or its related guarantor with respect to such Loan is not engaged in any of the following: (i) assault weapons or
firearms manufacturing, (ii) consumer and commercial lending, payday lending, pawn shops, or adult entertainment, (iii) illegal
or internet gaming (excluding, for the avoidance of doubt, hospitality and/or resorts development or management thereof), or (iv) the
sale or cultivation of marijuana or directly related businesses;


 


(qq)         other
than a Control Position Loan, is not an obligation of an Obligor where the Borrower, Collateral Manager or any Affiliate thereof
holds voting securities of such Obligor in an amount, collectively, that exceeds 20% of such Obligor’s voting securities;
and


 


(rr)           is
not a Control Position Loan in which the warrant or other similar instrument may be converted or exchanged for an Equity Security
(other than Margin Stock) in excess of 49% of the equity interests of the related Obligor.


 


The determination of the total enterprise
value for purposes of clause (ii)(ff) of this definition shall be based on (x) an Appraisal or other valuation (including
an internal valuation performed by the Collateral Manager) performed on a consistent basis with other loans on or about the date
of acquisition by the Borrower, or (y) the Collateral Manager’s judgment at the time the loan is acquired by the Borrower.


 


“Eligible
Second Lien Obligation” means a Loan that:


 


(a)           would
be a First Lien/Last Out Term Obligation if the related First Out Facility had a ratio of funded debt under such related First
Out Facility to TTM EBITDA of less than or equal to 1.5x;


 


(b)           would
be a Bifurcated First Lien Term Loan if the related Cross-Defaulted ABL Loan had a ratio of funded debt under such related Cross-Defaulted
ABL Loan to TTM EBITDA of less than or equal to 1.5x; or


 


(c)           meets
the following criteria:


 


(i)             is
not (and is not expressly permitted by its terms to become) subordinate in right of payment to any other obligation for borrowed
money of the Obligor of such loan (excluding customary terms applicable to a second lien lender under customary intercreditor
provisions, such as subordination in right to payment to a first lien lender following an event of default under the related first
lien credit agreement with respect to the liquidation of the Obligor or of specified collateral);


 


(ii)            is
secured by a valid second priority perfected security interest or lien in, to or on specified collateral securing the Obligor’s
obligations under such loan (whether or not such loan is also secured by any higher or lower priority security interest or lien
on other collateral) in all appropriate jurisdictions subject to Purchase Money Liens
and customary Liens for taxes or regulatory charges not then due and payable and other permitted Liens under the Related Documents,
provided that such permitted Liens do not directly secure indebtedness for borrowed money;


 






    -31-


     


    

 








(iii)           is
secured, pursuant to such second priority perfected security interest or lien, by collateral having a value (determined as set
forth below) not less than the outstanding principal balance of such loan plus the aggregate outstanding principal balances of
all other loans of equal or higher seniority secured by a first or second lien or security interest in the same collateral in
all appropriate jurisdictions; and


 


(iv)           is
not a loan which is secured solely or primarily by the common stock of its Obligor or any of its Affiliates; and


 


(v)            is
a term loan.


 


The determination as to whether subclause
(iii) of clause (c) of this definition is satisfied shall be based on both (x) an Appraisal or other
valuation (including an internal valuation performed by the Collateral Manager and including enterprise value) performed on or
about the date of acquisition by the Borrower or of the most recent restructuring of such loan, and (y) the Collateral Manager’s
judgment (calculated in good faith in accordance with its Credit and Collection Policies) at the time the loan is acquired by
the Borrower. The limitation set forth in subclause (iv) of clause (c) above shall not apply with respect
to a loan made to a parent entity that is secured solely or substantially by the stock of one or more of the subsidiaries of such
parent entity to the extent that the granting by any such subsidiary of a lien on its own property would (1) in the case
of a subsidiary that is not part of the same consolidated group as such parent entity for U.S. federal income tax purposes, result
in a deemed dividend by such subsidiary to such parent entity for such tax purposes, (2) violate law or regulations applicable
to such subsidiary (whether the obligation secured is such loan or any other similar type of indebtedness owing to third parties)
or (3) cause such subsidiary to suffer adverse economic consequences under capital adequacy or other similar rules, in each
case, so long as (x) the Related Documents limit the incurrence of indebtedness by such subsidiary and (y) the aggregate
amount of all such indebtedness is not material relative to the aggregate value of the assets of such subsidiary.


 


“Equity Security”
means any stock or similar security, certificate of interest or participation in any profit sharing agreement, preorganization
certificate or subscription, transferable share, voting trust certificate or certificate of deposit for an equity security, limited
partnership interest, interest in a joint venture, or certificate of interest in a business trust; any security future on any
such security; or any security convertible, with or without consideration into such a security, or carrying any warrant or right
to subscribe to or purchase such a security; or any such warrant or right.


 






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“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and
rulings issued thereunder.


 








“ERISA Event”
means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder
with respect to a Plan (other than an event for which the thirty day notice requirement is waived); (b) the failure with
respect to any Plan to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302
of ERISA); (c) the filing pursuant to Section 412(c) of the Code or Section 302 of ERISA of an application
for a waiver of the minimum funding standard with respect to any Plan; (d) a determination that any Plan is, or is expected
to be, in “at risk” status (as defined in Section 430 of the Code or Section 303 of ERISA); (e) the
incurrence by the Borrower or any member of its ERISA Group of any liability under Title IV of ERISA with respect to the termination
of any Plan; (f) (i) the receipt by the Borrower or any member of its ERISA Group from the PBGC of a notice of determination
that the PBGC intends to seek termination of any Plan or to have a trustee appointed for any Plan, or (ii) the filing by
the Borrower or any member of its ERISA Group of a notice of intent to terminate any Plan; (g) the incurrence by the Borrower
or any member of its ERISA Group of any liability (i) with respect to a Plan pursuant to Sections 4063 and 4064 of ERISA,
(ii) with respect to a facility closing pursuant to Section 4062(e) of ERISA, or (iii) with respect to the
withdrawal or partial withdrawal from any Multiemployer Plan; (h) the receipt by the Borrower or any member of its ERISA
Group of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected
to be, in endangered status or critical status, within the meaning of Section 432 of the Code or Section 305 of ERISA
or is or is expected to be insolvent or in reorganization, within the meaning of Title IV of ERISA; or (i) the failure of
the Borrower or any member of its ERISA Group to make any required contribution to a Multiemployer Plan.


 


“ERISA Group”
means each controlled group of corporations or trades or businesses (whether or not incorporated) under common control that
is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code with the Borrower.


 


“EU Bail-In
Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor
person) from time to time.


 


“Eurocurrency
Liabilities” is defined in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time
to time.


 


“Eurodollar
Disruption Event” means the occurrence of any of the following: (a) any Lender shall have notified the Administrative
Agent of a determination by such Lender or any of its assignees or participants that, as a result of the introduction of any change
in applicable law since the Closing Date, it would be contrary to law or to the directive of any central bank or other governmental
authority (whether or not having the force of law) to obtain Dollars in the London interbank market to fund any Advance, (b) any
Lender shall have notified the Administrative Agent that by reason of circumstances affecting the interbank eurodollar market,
adequate and reasonable means do not exist for such Lender or any of its assignees or participants to ascertain the Adjusted Eurodollar
Rate, (c) any Lender shall have notified the Administrative Agent of a determination by such Lender or any of its assignees
or participants that the rate at which deposits of Dollars are being offered to such Lender or any of its assignees or participants
in the London interbank market does not adequately and fairly reflect the cost to such Lender, such assignee or such participant
of making, funding or maintaining any Advance; provided that such Lender has generally made a similar determination
with respect to its other borrowers under facilities bearing interest at an index based on LIBOR or (d) any Lender shall
have notified the Administrative Agent of the inability of such Lender or any of its assignees or participants to obtain Dollars
in the London interbank market using reasonable commercial efforts to make, fund or maintain any Advance.


 






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“Eurodollar
Reserve Percentage” means, for any Tranche Period, the percentage, if any, applicable during such Tranche Period (or,
if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such period during
which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the
Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any
basic, emergency, supplemental, marginal or other reserve requirements) with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities having a term of one month.


 


“Euros”
means the unit of single currency of the Participating Member States.


 


“Event of
Default” means the occurrence of any of the events, acts or circumstances set forth in Section 6.01.


 


“Excess Concentration
Amount” means, at any time in respect of which any one or more of the Concentration Limitations are exceeded, sum
of the sumDollar Equivalent
of the portions (calculated by the Collateral Manager without duplication) of each Eligible Loan that cause such Concentration
Limitations to be exceeded.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder,
all as from time to time in effect, or any successor law, rules or regulations, and any reference to any statutory or regulatory
provision shall be deemed to be a reference to any successor statutory or regulatory provision.


 


“Excluded
Amount” means (a) any amount received in the Collection Account with respect to any Collateral Loan, which amount
is attributable to the reimbursement of payment by the Borrower of any Tax, fee or other charge imposed by any Governmental Authority
on such Collateral Loan or any related Collateral, (b) any reimbursement of insurance premiums paid by the Borrower, (c) any
escrows relating to Taxes, insurance and other amounts in connection with Collateral Loans which are held in an escrow account
for the benefit of the Obligor and the secured party pursuant to escrow arrangements under the Related Documents or (d) any
amount deposited into the Collection Account in error.


 


“Facility
Amount” means (a) on or prior to the Commitment Termination Date, $100,000,000 (as such amount may be reduced from
time to time pursuant to Section 2.06) and (b) following the Commitment Termination Date, the outstanding principal
balance of all the Advances; provided that the Facility Amount may be increased by the Borrower from time to time
in accordance with Section 2.15 hereof.


 






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“Facility
Amount Increase” means an increase in the Facility Amount pursuant to Section 2.15 hereof.


 


“Facility
Amount Increase Request” is defined in Section 2.15 hereof.


 


“Facility
Documents” means this Agreement, the Purchase and Contribution Agreement, the Account Control Agreement, the Collateral
Agent, Document Custodian, Collateral Administrator and Intermediary Fee Letter, the Administrative Agent Fee Letter, the Lender
Fee Letter and any other security agreements and other instruments entered into or delivered by or on behalf of the Borrower pursuant
to Section 5.01(c) to create, perfect or otherwise evidence the Collateral Agent’s security interest.


 


“FATCA”
means Code Sections 1471 through 1474 (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 (including any Revenue Ruling,
Revenue Procedure, Notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief
or exemption from taxes under such provisions), any agreement entered into pursuant to Section 1471(b)(1) of the Code,
and any law implementing an intergovernmental agreement or approach thereto.


 


“Federal
Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the
weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations
for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing
selected by it; provided that, if at any time a Lender is borrowing overnight funds from a Federal Reserve Bank
that day, the Federal Funds Rate for such Lender for such day shall be the average rate per annum at which such overnight borrowings
are made on that day as promptly reported by such Lender to the Borrower, the Collateral Administrator and the Agents in writing.
Each determination of the Federal Funds Rate by a Lender pursuant to the foregoing proviso shall be conclusive and binding except
in the case of manifest error.


 


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


 


“Final Maturity
Date” means the earlier of (a) the second anniversary of the Commitment Termination Date (or such later date as
may be agreed by the Borrower and each of the Lenders and notified in writing to the Agents) or (b) the date of the termination
of the Commitments and the acceleration of the Advances pursuant to Section 6.02.


 


“Final Order”
means an order, judgment, decree or ruling the operation or effect of which has not been stayed, reversed or amended and as
to which order, judgment, decree or ruling (or any revision, modification or amendment thereof) the time to appeal or to seek
review or rehearing has expired and as to which no appeal or petition for review or rehearing was filed or, if filed, remains
pending.


 






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


 


“Financing
Documents” has the meaning set forth in Section 14.02(b).


 


“Financing
Statements” has the meaning specified in Section 9-102(a)(39) of the UCC.


 


“First
Lien/Last Out Term Obligation” means a Loan that (a) constitutes an Eligible First Lien Obligation, (b) consists
of a term loan (including Delayed Drawdown Loans), (c) includes a First Out Facility under a single credit agreement having
a ratio of funded debt under the First Out Facility to TTM EBITDA on any date of determination of less than or equal to 1.5x,
(d) is secured on a pari passu basis with the First Out Facility
by a perfected, first priority security interest in substantially all of the assets of the related Obligor (subject to
Purchase Money Liens and customary Liens for taxes or regulatory charges not then due and payable and other permitted Liens under
the Related Documents), and (e) in the case of an event of
default under the applicable Related Document, will be paid after one or more tranches of the related First Out Facility issued
by the same Obligor have been paid in full in accordance with a specified waterfall of payment.


 


“First
Out Facility” means a Loan that (a) constitutes an Eligible First Lien Obligation, (b) consists of a term
loan, (c) includes a First Lien/Last Out Term Obligation under a single credit agreement, (d) is secured on a
pari passu basis with the First Lien/Last Out Term Obligation
by a perfected, first priority security interest in substantially all of the assets of the related Obligor (subject
to Purchase Money Liens and customary Liens for taxes or regulatory charges not then due and payable and other permitted Liens
under the Related Documents), and (e) in the case of an event
of default under the applicable Related Document, will be paid in full before one or more tranches of the related First Lien/Last
Out Term Obligation issued by the same Obligor will be paid in accordance with a specified waterfall of payment.


 


“Fitch”
means Fitch, Inc., together with its successors.


 


“Floating
Rate Obligation” means any Loan that bears a floating rate of interest.


 


“Floor”
means the benchmark rate floor provided in this Agreement (as of the execution of this Agreement, the modification, amendment
or renewal of this Agreement or otherwise) initially with respect to the LIBOR Rate. For the avoidance of doubt, as of the Closing
Date the Floor is one-half of one percent (0.50%).


 


“Floor Obligation”
means, as of any date:


 


(a)            a
Floating Rate Obligation (1) for which the Related Documents provides for a Libor rate option and that such Libor rate is
calculated as the greater of a specified “floor” rate per annum and LIBOR for the applicable interest period and (2) that,
as of such date, bears interest based on such LIBOR option, but only if as of such date the LIBOR for the applicable interest
period is less than such floor rate; and


 






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(b)            a
Floating Rate Obligation (1) for which the Related Documents provides for a base or prime rate option and such base or prime
rate is calculated as the greater of a specified “floor” rate per annum and the base or prime rate for the applicable
interest period and (2) that, as of such date, bears interest based on such base or prime rate option, but only if as of
such date the base or prime rate for the applicable interest period is less than such floor rate.


 


“Fundamental
Amendment” means any amendment, modification, waiver or supplement of or to this Agreement that would (a) increase
or extend the term of the Commitments (other than an increase in the Commitment of a particular Lender or addition of a new Lender
hereunder agreed to by the relevant Lender(s) pursuant to the terms of this Agreement) or change the Final Maturity Date,
(b) extend the date fixed for the payment of principal of or interest on any Advance or any fee hereunder, (c) reduce
the amount of any such payment of principal or interest, (d) reduce the rate at which interest is payable thereon or any
fee is payable hereunder, (e) release any material portion of the Collateral, except in connection with dispositions permitted
hereunder, (f) alter the terms of Section 6.01, Section 9.01, or Section 16.01(b) or
any related definitions or provisions in a manner that would alter the effect of such Sections, (g) modify the definition
of the term “Required Lenders” or modify in any other manner the number or percentage of the Lenders required to make
any determinations or waive any rights hereunder or to modify any provision hereof, (h) modify the definition of the terms
“Borrowing Base”, “Collateral Default Ratio”, “Coverage Test”, “Eligible Loan”,
“Fundamental Amendment”, “Interest Coverage Ratio Test”, “Maximum Advance Rate Test”, “Maximum
Available Amount”, “Minimum Equity Amount”, “Portfolio Quality Test”, “Weighted Average Spread
Test”, “Weighted Average Life Test”, “Weighted Average Risk Factor Rating Test”, “Weighted
Average Senior Debt Ratio Test”, “Weighted Average TTM EBITDA Test”, “Weighted Average Total Debt Ratio
Test”, “Weighted Average Loan to Enterprise Value Test”, “Weighted Average Debt to TTM Recurring Revenue
Test”, “Weighted Average Recurring Revenue Loan to Enterprise Value Test”, or in any defined term used therein,
in each case in a manner which would have the effect of making more credit available to the Borrower, be adverse to the interests
of Lenders or less restrictive on the Borrower in any other material fashion, or (i) extend the Reinvestment Period.


 


“Funding
Effective Date” means the later of the Closing Date and the date on which the conditions precedent set forth in Section 3.01
are satisfied.


 


“GAAP”
means generally accepted accounting principles in effect from time to time in the United States.


 


“Governmental
Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, quasi-regulatory authority, administrative tribunal, central bank, public office, court, arbitration
or mediation panel, or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of government, including the SEC, the stock exchanges, any Federal, state, territorial, county, municipal or other government
or governmental agency, arbitrator, board, body, branch, bureau, commission, court, department, instrumentality, master, mediator,
panel, referee, system or other political unit or subdivision or other entity of any of the foregoing, whether domestic or foreign.


 






    -37-


     


    

 


“Governmental
Authorizations” means all franchises, permits, licenses, approvals, consents and other authorizations of all Governmental
Authorities.


 


“Governmental
Filings” means all filings, including franchise and similar tax filings, and the payment of all fees, assessments, interests
and penalties associated with such filings with all Governmental Authorities.


 


“IBA”
means the ICE Benchmark Administration Limited (together with any successor to the ICE Benchmark Administration Limited).


 


“Indemnified
Party” has the meaning assigned to such term in Section 16.04(b).


 


“Ineligible
Loan” means, at any time, a Loan or any portion thereof that fails to satisfy any criteria of the definition of “Eligible
Loan”.


 


“Insolvency
Event” means with respect to a specified Person, (a) the filing of a decree or order for relief by a court having
jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under the
Bankruptcy Code or any other 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 or order shall remain unstayed and in effect for
a period of sixty consecutive days; or (b) the commencement by such Person of a voluntary case under the Bankruptcy Code
or any other 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, or 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 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.


 


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


 


“Interest”
means, for each day during an Interest Accrual Period and each Advance outstanding by a Lender on such day, the sum of the
products (for each day during such Interest Accrual Period) of:


 


where:


 


IR
     =      the
Interest Rate for such Advance on such day;


 






    -38-


     


    

 


P
     =      the
principal amount of such Advance on such day; and


 


 D
    =      360.




 


“Interest
Accrual Period” means, with respect to each Advance (or portion thereof) (a) with respect to the first Payment
Date following such Advance (or portion thereof), the period from and including the Closing Date or the date of such Advance,
as applicable, to and including the last day of the calendar month preceding the first Payment Date and (b) with respect
to any subsequent Payment Date for such Advance (or portion thereof), the period commencing on the first day of the calendar month
in which the preceding Payment Date occurred and ending on the last day of the calendar month immediately preceding the month
in which the Payment Date occurs; provided, that the final Interest Accrual Period for all outstanding Advances
hereunder shall end on and include the day prior to the payment in full of the Advances hereunder.


 


“Interest
Collection Subaccount” has the meaning specified in Section 8.02(a).


 


“Interest
Coverage Ratio” means, on any date of determination, the percentage equal to:


 


(a)            an
amount equal to the applicable Collateral Interest Amount at such time; divided by


 


(b)            the
aggregate amount payable (or expected as of the date of determination to be payable) under Section 9.01(a)(i)(A) through
(D) on the Payment Date immediately succeeding such date of determination.


 


“Interest
Coverage Ratio Test” means a test that will be satisfied on any date of determination if the Interest Coverage Ratio
is greater than or equal to 150%.


 


“Interest
Proceeds” means, with respect to any Collection Period or the related Determination Date, without duplication, the sum
of:


 


(a)            the
Dollar Equivalent of all payments of interest and other income received by the Borrower
during such Collection Period on the Collateral Loans (including Ineligible Loans), including the accrued interest received in
connection with a sale thereof during such Collection Period;


 


(b)            all
principal and interest payments received by the Borrower during such Collection Period on Eligible Investments purchased with
Interest Proceeds;


 


(c)            the
Dollar Equivalent of all amendment and waiver fees, late payment fees (including compensation
for delayed settlement or trades), and all protection fees and other fees and commissions received by the Borrower during such
Collection Period, unless the Collateral Manager notifies the Agents before such Determination Date that the Collateral Manager
in its sole discretion has determined that such payments are to be treated as Principal Proceeds;


 






    -39-


     


    

 


(d)            the
Dollar Equivalent of all commitment fees, facility fees, anniversary fees, ticking fees
and other similar fees received by the Borrower during such Collection Period unless the Collateral Manager notifies the Agents
before such Determination Date that the Collateral Manager in its sole discretion has determined that such payments are to be
treated as Principal Proceeds; and


 


(e)            all
Cash contributions to the Borrower, which are designated as “Interest Proceeds” by the Collateral Manager pursuant
to Section 10.05.


 


provided that:


 


(1)            solely
after the Reinvestment Period, as to any Defaulted Loan (and only so long as it remains a Defaulted Loan), any amounts received
in respect thereof will constitute Principal Proceeds (and not Interest Proceeds) until the aggregate of all Collections in respect
thereof since it became a Defaulted Loan equals the outstanding principal balance of such Defaulted Loan at the time as of which
it became a Defaulted Loan and all amounts received in excess thereof will constitute Interest Proceeds;


 


(2)            solely
after the Reinvestment Period, all payments received in respect of Equity Securities will constitute Principal Proceeds; and


 


(3)            all
Cash received as equity contributions from the BDC will constitute Principal Proceeds unless specified by the Collateral Manager
pursuant to Section 10.05.


 


“Interest
Rate” means a rate equal to the Alternative Rate plus the Applicable Margin.


 


“Interim
Order” means an order, judgment, decree or ruling entered after notice and a hearing conducted in accordance with Bankruptcy
Rule 4001(c) granting interim authorization, the operation or effect of which has not been stayed, reversed or amended.


 


“Intermediary”
means U.S. Bank National Association, solely in its capacity as securities intermediary under the Account Control Agreement, and
any successor thereto.


 


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


 


“ISDA Definitions”
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto,
as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from
time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“Law”
means any action, code, consent decree, constitution, decree, directive, enactment, finding, guideline, law, injunction, interpretation,
judgment, order, ordinance, policy statement, proclamation, promulgation, regulation, requirement, rule, rule of law, treaty,
rule of public policy, settlement agreement, statute, or writ, of any Governmental Authority, or any particular section,
part or provision thereof.


 






    -40-


     


    

 


“Lender Fee
Letter” means that certain Amended and Restated Lender Fee Letter, dated as of the date hereof, by and among the Lenders,
the Borrower and the Collateral Manager.


 


“Lenders”
means the Persons listed on Schedule 1 and any other Person that shall have become a party hereto in accordance with
the terms hereof pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.


 


“LIBOR”
means the London interbank offered rate.


 


“LIBOR Rate”
means, for any day during the applicable Tranche Period and any Advance, an interest rate per annum (rounded upward,
if necessary, to the next higher 1/100th of 1%), as determined by the Administrative Agent, equal to:


 


(i)             the
IBA set LIBOR for deposits for such Tranche Period in United States dollars as displayed in the Bloomberg Financial Markets System
(or such other service as may be nominated by ICE (or any successor thereto if ICE is no longer making LIBOR available) as the
information vendor for the purpose of displaying the LIBOR for United States dollar deposits) at approximately 11:00 a.m. (London
time) on the Rate Setting Day; or


 


(ii)            if
such rate is not published at such time and day for any reason, then the LIBOR Rate shall be the rate per annum (rounded upwards,
if necessary, to the nearest 1/100th of one percent) based on the rates at which Dollar deposits for such Tranche Period are displayed
on page “LIBOR” of the Reuters Screen as of 11:00 a.m. (London time) on the Rate Setting Day (it being understood
that if at least two such rates appear on such page, the rate will be the arithmetic mean of such displayed rates); provided
further, that in the event fewer than two such rates are displayed, or if no such rate is available, the LIBOR Rate shall
be the rate per annum equal to the average of the rates at which deposits in Dollars are offered by KeyBank National Association
at approximately 11:00 a.m. (London time) on the Rate Setting Day to prime banks in the London interbank market for such
Tranche Period.


 


Notwithstanding the foregoing, if the
LIBOR Rate as determined herein would be less than 0.50%, such rate shall be deemed to be 0.50% for purposes of this Agreement.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, encumbrance, lien or security interest (statutory or other), or preference,
priority or other security agreement, charge or preferential arrangement of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing,
and the filing authorized by the Borrower of any financing statement under the UCC or comparable law of any jurisdiction).


 






    -41-


     


    

 


“Listed Collateral
Loan” means a Collateral Loan for which, at the time of determination, a Listed Value is available.


 


“Listed Value”
means, for any Collateral Loan, the bid price for such Collateral Loan most recently quoted by Loan Pricing Corporation, Mark-it
Partners (formerly known as Loan X), Interactive Date Corporation (Thompson Reuters), or quoted by another nationally recognized
broker-dealer or nationally recognized quotation service as may be approved from time to time by the Administrative Agent and
the Required Lenders if so requested by the Borrower; provided that, if the Collateral Manager reasonably believes
that the price quoted by any such source is based on less than three bona fide bids, then the Collateral Manager, by notice to
the Agents, may determine the Listed Value in accordance with clause (a) of the definition of “Market Value”.


 


“Loan”
means a loan or other debt obligation.


 


“Loan Checklist”
means an electronic or hard copy, as applicable, checklist delivered by the Borrower (or the Collateral Manager on behalf
of the Borrower) to the Document Custodian, for each Collateral Loan, of the Related Documents identified on such Loan Checklist,
including, but not limited to, as applicable, an assignment agreement, funding memo, loan or credit agreement, security agreement
and (if not a Noteless Loan) a promissory note (or such Loan Checklist shall specify if such Collateral Loan is a Noteless Loan),
and which shall specify whether such Related Document is an original or a copy and shall include the name of the Obligor with
respect to such Collateral Loan, in each case as of the date of acquisition thereof by the Borrower.


 


“Margin Stock”
has the meaning assigned to such term in Regulation U.


 


“Market Value”
means, for any Collateral Loan:


 


(a)            the
lower of:


 


(x)             the
fair market value of such Collateral Loan as reasonably determined by the Collateral Manager in accordance with the Collateral
Management Standard; and


 


(y)            the
purchase price in respect of such Collateral Loan expressed as an effective percentage of par less any loss reserves maintained
by the Borrower in accordance with GAAP; or


 


(b)            solely
after the Reinvestment Period, if such Collateral Loan is a Listed Collateral Loan as at such date, the Listed Value of such Collateral
Loan as at such date.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, financial condition, operations, performance
or properties of the Borrower or the Collateral Manager, both individually or taken as a whole, (b) the validity, enforceability
or collectability of this Agreement or any other Facility Document or the validity, enforceability or collectability of the Collateral
Loans generally or any material portion of the Collateral 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 Facility Document taken
as a whole, (d) the ability of each of the Borrower or the Collateral Manager to perform its obligations under any Facility
Document to which it is a party, or (e) the status, existence, perfection, priority or enforceability of the Collateral Agent’s
Lien on the Collateral.


 






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“Material
Modification” means, with respect to any Loan, any amendment, waiver, consent or modification of a Related Document
with respect thereto executed or effected after the date on which such Loan is acquired by the Borrower (other than a COVID-19
Modification), that:


 


(a)            reduces,
reschedules or waives one or more interest payments or permits any interest due with respect to such Loan in cash to be deferred,
rescheduled or capitalized and added to the principal amount of such Loan (other than any deferral or capitalization already expressly
permitted by the terms of its underlying instruments as of the date such Loan was acquired by the Borrower) or extends or reschedules
one or more interest payments with respect to such Loan for more than 93 days in the aggregate during any 12 month successive
period; provided that any reduction, waiver, rescheduling, deferral or capitalization of interest payments shall
not constitute a Material Modification if the remaining cash interest payable on such Loan is at least equal to LIBOR plus 3.00%
per annum;


 


(b)            except
for permitted liens, contractually or structurally subordinates such Loan by operation of a priority of payments, turnover provisions
or the transfer of assets in order to limit recourse to the related Obligor or releases any material guarantor or co-Obligor from
its obligations with respect thereto (other than as expressly permitted by the Related Documents as of the date such Loan was
acquired by the Borrower);


 


(c)            substitutes
or releases the underlying assets securing such Loan (other than as expressly permitted by the Related Documents as of the date
such Loan was acquired by the Borrower), and such substitution or release materially and adversely affects the value of such Loan
(as determined by the Administrative Agent in a commercially reasonable manner);


 


(d)            waives,
reschedules, extends or postpones any date fixed for any scheduled payment or mandatory prepayment of principal (other than in
respect of excess cash flow) on such Loan; provided that no such rescheduling, extension, postponement, reduction
or deferral of principal on such Loan shall constitute a Material Modification if the aggregate amount of such rescheduled, extended,
postponed, reduced or deferred principal owing to the Borrower (x) is less than or equal to 10.0% of the original principal
amount of the Loan owned by Borrower and (y) is due and payable by the related Obligor on or before the maturity date of
such Loan; or


 


(e)            reduces
or forgives any principal amount of such Loan.


 


“Maximum
Advance Rate Test” means a test that will be satisfied at any time if (a) the aggregate outstanding principal balance
of the Advances at such time is less than or equal to (b) the Maximum Available Amount at such time.


 






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“Maximum
Available Amount” means, at any time, the least of:


 


(a)            the
Facility Amount at such time minus the Net Aggregate Exposure Amounts at such time;


 


(b)            the
sum of:


 


(i)             the
product of (x) the Borrowing Base and (y) the Weighted Average Advance Rate; plus


 


(ii)            the
aggregate amount of cash then on deposit in the Principal Collection Subaccount; minus


 


(iii)           the
Net Aggregate Exposure Equity Amount; and


 


(c)            the
sum of:


 


(i)             the
Aggregate Collateral Balance; minus


 


(ii)            the
Net Aggregate Exposure Equity Amount; minus


 


(iii)           the
Minimum Equity Amount; plus


 


(iv)           the
aggregate amount of cash then on deposit in the Principal Collection Subaccount.


 


“Measurement
Date” means, (i) the Closing Date, (ii) each Borrowing Date and (iii) each Monthly Report Determination
Date.


 


“Minimum
Equity Amount” means, at any time, the greater of (i) $50,000,000 and (ii) the Aggregate Collateral Balance
of all Collateral Loans owned (or, in relation to a proposed purchase of a Collateral Loan, proposed to be owned) by the Borrower
which consist of obligations of any Obligor which, together with the Affiliates thereof, is an Obligor with the 1st, 2nd, 3rd,
4th, 5th or 6th largest percentage of the Aggregate Collateral Balance.


 


“Money”
has the meaning specified in Section 1-201(24) of the UCC.


 


“Monthly
Asset Amount” means, for any Payment Date, the Aggregate Collateral Balance as of the last day of the most recent Collection
Period.


 


“Monthly
Report” has the meaning specified in Section 8.06(a).


 


“Monthly
Report Determination Date” has the meaning specified in Section 8.06(a).


 


“Monthly
Reporting Date” means the date that is two Business Days prior to the 20th of each calendar month.


 






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“Moody’s”
means Moody’s Investors Service, Inc., together with its successors.


 


“Moody’s
Industry Classification” means the industry classifications set forth in Schedule 4, as such industry classifications
shall be updated at the option of the Collateral Manager if Moody’s publishes revised industry classifications. The determination
of which Moody’s Industry Classification to which an Obligor belongs shall be made in good faith by the Collateral Manager.


 


“Moody’s
RiskCalc” means Moody’s RiskCalc® Plus Version 3.1 in the Credit Cycle Adjustment (“CCA”)
mode with static mapping to equivalent bond letter ratings; provided, however, that if at any time
of determination a different Risk Factor Rating is obtained utilizing the Financial Statement Only (“FSO”)
mode, upon the Borrower’s request and the approval of the Agent in its sole discretion, the FSO mode may be substituted
for the CCA mode with respect to such Risk Factor Rating.


 


“Multiemployer
Plan” means an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA that is sponsored
by the Borrower or a member of its ERISA Group or to which the Borrower or a member of its ERISA Group is obligated to make contributions
or has any liability.


 


“Net Aggregate
Exposure Amount” means, at any time, the excess (if any) of (x) the Dollar Equivalent
of the aggregate unfunded amounts in respect of all Revolving Loans and Delayed Drawdown Loans at such time over (y) the
aggregate amount on deposit in the Revolving Reserve Account at such time.


 


“Net Aggregate
Exposure Equity Amount” means, at any time, the excess (if any) of (x) the product of (a) the
Dollar Equivalent of the aggregate unfunded amounts in respect of all Revolving Loans and Delayed Drawdown Loans multiplied
by (b) the difference of (i) 100% minus (ii) the Weighted Average Advance Rate at such time over (y) the
aggregate amount on deposit in the Revolving Reserve Account at such time.


 


“Non-Cash
Paying PIK Loan” means, at any time, a PIK Loan that is deferring all of the cash interest that is due at such time
or that, at such time, has any capitalized interest (unless, in addition to capitalized interest, such PIK Loan requires interest
in cash at a rate of at least LIBOR plus 4.5% per annum, or any balance of due and unpaid cash interest, outstanding).


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval
of all affected Lenders in accordance with the terms of Section 16.01 and (b) has been approved by the Required
Lenders.


 


“Non-Defaulting
Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Noteless
Loan” means a Loan with respect to which the Related Documents 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.


 






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“Notice of
Borrowing” has the meaning assigned to such term in Section 2.02.


 


“Notice of
Prepayment” has the meaning assigned to such term in Section 2.05.


 


“Obligations”
means all indebtedness, whether absolute, fixed or contingent, at any time or from time to time owing by the Borrower to any
Secured Party or any Affected Person under or in connection with this Agreement, the Collateral Agent, Document Custodian, Collateral
Administrator and Intermediary Fee Letter or any other Facility Document, including all amounts payable by the Borrower in respect
of the Advances, with interest thereon, and all amounts payable hereunder.


 


“Obligor”
means, in respect of any Loan, the Person primarily obligated to pay Collections in respect of such Loan.


 


“OFAC”
has the meaning assigned to such term in Section 4.01(f).


 


“Other Taxes”
has the meaning given in Section 16.03(b).


 


“Ownership
Certificates” means, in respect of any Collateral, all stock, ownership certificates, participation certificates and
other “instruments” and “certificated securities” (as such terms are defined in the UCC), if any, governing
or evidencing or representing ownership of such Collateral.


 


“Participant”
means any Person to whom a participation is sold as permitted by Section 16.06(c).


 


“Participating
Member State” means any member state of the European Community that adopts or has adopted the Euro as its lawful
currency in accordance with the legislation of the European Union relating to the European Monetary Union.


 


“Participation
Interest” means a participation interest in a Loan.


 


“Party”
has the meaning assigned to such term in Section 16.22.


 


“Past Due
Rate” means a rate per annum equal to the Base Rate plus the Applicable Margin.


 


“PATRIOT
Act” has the meaning assigned to such term in Section 16.16.


 


“Payment
Account” means the payment account of the Collateral Agent established pursuant to Section 8.03(a).


 


“Payment
Date” means the 20th day of each January, April, July and October; provided that, if any
such day is not a Business Day, then such Payment Date shall be the next succeeding Business Day.


 






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“PBGC”
means the Pension Benefit Guaranty Corporation, or any successor agency or entity performing substantially the same functions.


 


“Percentage”
of any Lender means, (a) with respect to any Lender party hereto on the date hereof, the percentage set forth opposite
such Lender’s name on Schedule 1, as such amount is reduced by any Assignment and Acceptance entered into by such
Lender with an assignee or increased by any Assignment and Acceptance entered into by such lender with an assignor, or (b) with
respect to a Lender that has become a party hereto pursuant to an Assignment and Acceptance, the percentage set forth therein
as such Lender’s Percentage, as such amount is reduced by an Assignment and Acceptance entered into between such Lender
and an assignee or increased by any Assignment and Acceptance entered into by such lender with an assignor.


 


“Permitted
Agent” means:


 


(a)            in
connection with the Facility Documents, the Collateral Manager, the Document Custodian, the Collateral Administrator, the Intermediary,
the Agents and any such party’s sub-agents; and


 


(b)            in
connection with the Loans, (i) administrative agents, collateral agents, arrangers, trustees and similar agents (and any
sub-agents) appointed under the Related Documents, (ii) financial and restructuring advisors, appraisers and evaluators,
(iii) foreign agents retained for foreign perfection purposes or other local law requirements, (iv) back-office operations
providers and (v) legal counsel, in each case, consistent with the Collateral Manager’s past practice and in the ordinary
course of business.


 


“Permitted
Assignee” means (i) an Affiliate of any Lender that has a short-term unsecured debt rating or certificate of deposit
rating of “A-2” or better by S&P or “P-2” or better by Moody’s, and (ii) any Person who
is a Lender immediately prior to any assignment, and which, in the case of clause (i) and at the time of the related
assignment, does not require the Borrower to pay any additional or increased costs or is otherwise approved by the Borrower.


 


“Permitted
Liens” means: (a) Liens created in favor of the Collateral Agent hereunder or under the other Facility Documents
for the benefit of the Secured Parties; and (b) Liens imposed by any Governmental Authority for taxes, assessments or charges
not yet delinquent or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect
thereto are maintained on the books of the Borrower in accordance with GAAP.


 


“Permitted
Securitization” means any private or public term or conduit securitization transaction undertaken by the Borrower or
its Affiliates that is secured, directly or indirectly, by any Loan currently or formerly included in the Collateral or any portion
thereof or any interest therein released from the Lien of this Agreement, including, without limitation, any collateralized loan
obligation or collateralized debt obligation offering or other asset securitization.


 


“Person”
means an individual or a corporation (including a business trust), partnership, trust, incorporated or unincorporated association,
joint stock company, limited liability company, government (or an agency or political subdivision thereof) or other entity of
any kind.


 






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“PIK Loan”
means a Loan that permits the Obligor thereon to defer or capitalize any portion of the accrued interest thereon; provided
that any Loan that requires interest in cash at a rate of at least LIBOR plus 3.00% per annum shall not constitute
a “PIK Loan” for purposes of this Agreement.


 


“Plan”
means an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject
to the minimum funding standards under Section 412 of the Code that is sponsored by the Borrower or a member of its ERISA
Group or to which the Borrower or a member of its ERISA Group is obligated to make contributions or has any liability.


 


“Plan Asset
Rule” has the meaning specified in Section 4.01(n).


 


“Portfolio
Collateral” has the meaning assigned to such term in Section 15.01(b).


 


“Portfolio
Quality Test” means each of (i) the Weighted Average Spread Test, (ii) the Weighted Average Life Test, (iii) the
Weighted Average Risk Factor Rating Test, (iv) the Weighted Average Senior Debt Ratio Test, (v) the Weighted Average
TTM EBITDA Test, (vi) the Weighted Average Total Debt Ratio Test, (vii) the Weighted Average Loan to Enterprise Value
Test, (viii) the Weighted Average Debt to TTM Recurring Revenue Test, and (ix) the Weighted Average Recurring Revenue
Loan to Enterprise Value Test.


 


“Potential
Collateral Manager Termination Event” means any event which, with the passage of time, the giving of notice, or both,
would (if not cured or otherwise remedied during such time) constitute a Collateral Manager Termination Event.


 


“Pounds
Sterling” means the lawful currency of the United Kingdom.


 


“Prime Rate”
means the rate announced by KeyBank National Association 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
KeyBank National Association in connection with extensions of credit to debtors. KeyBank National Association may make commercial
loans or other loans at rates of interest at, above, or below the Prime Rate.


 


“Principal
Balance” means, with respect to any Loan, as of any date of determination, the Dollar Equivalent
of the outstanding principal amount of such Loan (excluding any capitalized interest).


 


“Principal
Collection Subaccount” has the meaning specified in Section 8.02(a).


 


“Principal
Proceeds” means, with respect to any Collection Period or the related Determination Date, all amounts received by the
Borrower during such Collection Period that do not constitute Interest Proceeds, including unapplied proceeds of the Advances
and any Cash equity contributions (unless specified by the Collateral Manager to constitute Interest Proceeds in accordance with
Section 10.05).


 






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“Priority
of Payments” has the meaning specified in Section 9.01(a).


 


“Private
Authorizations” means all franchises, permits, licenses, approvals, consents and other authorizations of all Persons
(other than Governmental Authorities).


 


“Proceeds”
has, with reference to any asset or property, the meaning assigned to it under the UCC and, in any event, shall include, but
not be limited to, any and all amounts from time to time paid or payable under or in connection with such asset or property.


 


“Professional
Independent Manager” means an individual who is employed by a nationally-recognized company that provides professional
independent directors or independent managers for Special Purpose Entities and other corporate services in the ordinary course
of its business.


 


“Prohibited
Transaction” means a transaction described in Section 406(a) of ERISA, that is not exempted by a statutory
or administrative or individual exemption pursuant to Section 408 of ERISA.


 


“Proprietary
Risk Rating” means, for any Loan, the rating assigned thereto by the Collateral Manager under the five-level numeric
rating system used by the Collateral Manager to rate the credit profile on Loans, as described in the Collateral Manager’s
Credit and Collection Policies, applied consistently and in good faith.


 


“Purchase
and Contribution Agreement” means that certain Purchase and Contribution Agreement dated as of the Closing Date between
the BDC, as seller, and the Borrower, as buyer.


 


“Purchase
Money Lien” means a Lien that secures indebtedness (including under a capital lease) for borrowed money so long as (i) substantially
all of the proceeds of the indebtedness for borrowed money (including under a capital lease) that is the subject of such Lien
was used to acquire, construct or improve the asset(s) that are the subject of such Lien, and (ii) such Lien does not
attach to assets other than those acquired, constructed or improved with such proceeds.


 


“Qualified
Institution” means 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 Federal Deposit
Insurance Corporation.


 






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“QIB”
has the meaning specified in Section 16.06(e).


 


“Qualified
Purchaser” has the meaning specified in Section 16.06(e).


 


“Rate Setting
Day” means, with respect to each Advance (or portion thereof) the Business Day prior to the start of each Tranche Period.


 


“Real Estate
Loan” means any Loan that is either (i) secured primarily by a mortgage, deed of trust or similar lien on real
estate or (ii) (a) secured primarily by a pledge of stock issued by a holding company that, directly or indirectly through
one or more subsidiaries, owns assets primarily comprised of real estate (it being the understanding that with respect to any
holding company whose value is primarily derived from real estate, an Obligor must have a pledge of all of the Equity Interests
of the operating company that is the fee owner of such real estate) or (b) issued by a Person whose primary asset is real
estate, or whose value is otherwise primarily derived from real estate.


 


“Recurring
Revenue” means, with respect to any Obligor, the amount, as determined by the Collateral Manager in accordance with
its Credit and Collection Policy, of revenues of such Obligor in respect of perpetual licenses, subscription agreements, maintenance
streams or other similar and perpetual cash flow streams.


 


“Recurring
Revenue Loan” means a Loan that meets each of the following criteria:


 


(a)            constitutes
an Eligible First Lien Obligation;


 


(b)            the
Obligor is in a high growth industry or industry that customarily has businesses with recurring revenue models;


 


(c)            the
Obligor has generated a minimum of $15,000,000 in TTM Recurring Revenue during the most recent reporting period;


 


(d)            if
such Obligor’s TTM EBITDA is positive, the ratio of the Dollar Equivalent of the
outstanding principal amount of such loan to the related Obligor’s TTM Recurring Revenue is less than or equal to 3.00x;


 


(e)            if
such Obligor’s TTM EBITDA is negative, the ratio of the Dollar Equivalent of the
outstanding principal amount of such loan to the related Obligor’s TTM Recurring Revenue is less than or equal to 2.50x;


 


(f)             the
Obligor has a ratio of Senior Total Funded Debt to enterprise value of 55% or less; and


 


(g)            has
Related Documents that obligate the Obligor with respect to such Loan to meet a minimum of two (2) financial covenants, including
a covenant for minimum liquidity and maximum ratio of outstanding principal amount of such loan to TTM Recurring Revenue.


 






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The determination of the enterprise value
for purposes of clause (f) of this definition shall be based on both (x) an Appraisal or other valuation (including
an internal valuation performed by the Collateral Manager) performed on a consistent basis with other loans (i) on or about
the date of acquisition by the Borrower, (ii) on or about the date of the most recent restructuring of such loan, (iii) at
any interval required by the Credit and Collection Policy or (iv) on or about the date of any Material Modification of such
loan, and (y) the Collateral Manager’s judgment at the time the loan is acquired by the Borrower.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (i) if such Benchmark is the LIBOR Rate,
at approximately 11:00 a.m. (London time) on the Rate Setting Day, and (ii) if such Benchmark is not the LIBOR Rate,
the time determined by the Administrative Agent in its reasonable discretion.


 


“Register”
has the meaning specified in Section 16.06(d).


 


“Registered
Investment Adviser” means a Person duly registered as an investment adviser (including by being identified as a “relying
adviser” in Section 1.B., Schedule D of its related “filing adviser’s” Form ADV) in accordance
with and pursuant to Section 203 of the Investment Advisers Act of 1940, as amended.


 


“Regulation
T”, “Regulation U” and “Regulation X” mean Regulation T, U and X, respectively,
of the Board of Governors of the Federal Reserve System, as in effect from time to time.


 


“Regulatory
Change” has the meaning specified in Section 2.09(a).


 


“Reinvestment
Period” means the period from and including the Closing Date to and including the earliest of (a) May 1, 2023
(or such later date as may be agreed by the Borrower and each of the Lenders and notified in writing to the Agents), (b) the
date of the termination of the Commitments pursuant to Section 6.02 or (c) the date of the termination of the
Commitments in whole pursuant to Section 2.06.


 


“Related
Documents” means, with respect to each Collateral Loan, all agreements or documents evidencing, guaranteeing, securing,
governing or giving rise to such Loan including with respect to Related Documents to be delivered to the Document Custodian as
identified on the related Loan Checklist for a Collateral Loan the following to the extent reasonably available to the Borrower
(or the Collateral Manager on its behalf): (i)(A) if the Collateral Loan includes a note, (x) an original, executed
copy of the related promissory note, or (y) in the case of a lost promissory note, a copy of the executed underlying promissory
note accompanied by an original executed affidavit and indemnity indorsed by the Borrower or the prior holder of record either
in blank or to the Collateral Agent, in each case with respect to clause (x) or clause (y) with an unbroken chain of
indorsements from each prior holder of such promissory note to the Borrower or to the Collateral Agent, or in blank, or (B) in
the case of a noteless Collateral Loan, a paper or electronic copy of each executed document or instrument evidencing the creation
or assignment of such Collateral Loan to the Borrower, (ii) paper or electronic copies of the related loan agreement, guaranty,
security agreement, intercreditor agreement or any other material agreement (as determined by the Collateral Manager in its reasonable
discretion) and (iii) any other document included on the related Loan Checklist that is reasonably requested by the Administrative
Agent and reasonably available to the Collateral Manager.


 






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“Related
Party” has the meaning assigned to such term in Section 16.04(b).


 


“Relevant
Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York,
or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve
Bank of New York, or any successor thereto including without limitation the Alternative Reference Rates Committee.


 


“Requested
Amount” has the meaning assigned to such term in Section 2.02.


 


“Required
Lenders” means, as of any date of determination, one or more Lenders having aggregate Percentages more than 50%; provided,
however that at any time there are two (2) or more Lenders, “Required Lenders” must include at least
two (2) Lenders (who are not Affiliates of each other). To the extent provided in the last paragraph of Section 16.01(c),
the Percentage of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.


 


“Resolution
Authority” means any body which has authority to exercise any Write-down and Conversion Powers.


 


“Responsible
Officer” means (a) in the case of a corporation, partnership or limited liability company that, pursuant to its
Constituent Documents, has officers, any chief executive officer, chief financial officer, chief administrative officer, president,
senior vice president, vice president, assistant vice president, treasurer, director or manager, and, in any case where two Responsible
Officers are acting on behalf of such entity, the second such Responsible Officer may be a secretary or assistant secretary, (b) in
the case of a limited partnership, the Responsible Officer of the general partner, acting on behalf of such general partner in
its capacity as general partner, (c) in the case of a limited liability company that does not have officers, any Responsible
Officer of the sole member, managing member or manager, acting on behalf of the sole member, managing member or manager in its
capacity as sole member, managing member or manager, (d) in the case of a trust, the Responsible Officer of the trustee,
acting on behalf of such trustee in its capacity as trustee, (e) in the case of the Administrative Agent, a vice president,
assistant vice president, secretary, assistant secretary or officer of the Administrative Agent, and (f) in the case of the
Document Custodian, the Collateral Administrator or the Collateral Agent, a vice president, assistant vice president, secretary,
assistant secretary or officer within the applicable Corporate Trust Office of the Document Custodian, Collateral Administrator
or the Collateral Agent, as applicable, duly authorized to act on such person’s behalf and in each case responsible for
the administration of this Agreement.


 


“Restatement
Effective Date” means June 1, 2020.


 


“Restricted
Payments” means the declaration of any distribution or dividends or the payment of any other amount (including in respect
of redemptions permitted by the Constituent Documents of the Borrower) to any shareholder, partner, member or other equity investor
in the Borrower on account of any share, membership interest, partnership interest or other equity interest in respect of the
Borrower, or the payment on account of, or the setting apart of assets for a sinking or other analogous fund for, or the purchase
or other acquisition of any class of stock of or other equity interest in the Borrower or of any warrants, options or other rights
to acquire the same (or to make any “phantom stock” or other similar payments in the nature of distributions or dividends
in respect of equity to any Person), whether now or hereafter outstanding, either directly or indirectly, whether in cash, property
(including marketable securities), or any payment or setting apart of assets for the redemption, withdrawal, retirement, acquisition,
cancellation or termination of any share, membership interest, partnership interest or other equity interest in respect of the
Borrower.


 






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“Revaluation
Event” means, for any Collateral Loan that is a Real Estate Loan or Specialty Finance Loan, the occurrence of any of
the following:


 


(a)            a
Material Modification;


 


(b)            failure
by the related Obligor to timely deliver a quarterly or annual financial reporting package as required under the Related Documents
unless waived or otherwise agreed to by the Administrative Agent;


 


(c)            any
Revaluation Test fails to be satisfied; and


 


(d)            either
the Proprietary Risk Rating with respect to such Collateral Loan is downgraded to a “4” or “5”.


 


“Revaluation
Test” means, for any Collateral Loan that is a Real Estate Loan or Specialty Finance Loan, one or more metrics (not
to exceed two) and related test thresholds designated by the Administrative Agent in its sole discretion as of the date such Collateral
Loan is approved by the Administrative Agent as an Eligible Loan pursuant to clause (i) of the definition thereof,
which shall be monitored by the Collateral Manager. The Administrative Agent may, in its sole discretion, substitute or include
other metrics (not to exceed two) with respect to such Collateral Loan and/or adjust the test thresholds for such metrics. Notwithstanding
anything herein to the contrary, Real Estate Loans and Specialty Finance Loans shall not be subject to any Revaluation Test based
upon Risk Factor Ratings.


 


“Review Criteria”
is defined in Section 14.02(b)(i).


 


“Review Period”
is defined in Section 14.02(b)(i).


 


“Revolving
Loan” means any Loan (other than a Delayed Drawdown Loan) (including, without limitation, revolving loans, 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 by its terms may require one or more future advances to be made to the Obligor by
the Borrower provided that any such loan will be a Revolving Loan only until all commitments to make revolving advances to the
Obligor expire or are terminated or irrevocably reduced to zero.


 






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“Revolving
Reserve Account” means the account established pursuant to Section 8.04.


 


“Revolving
Reserve Required Amount” has the meaning assigned to such term in Section 8.04.


 


“Risk Factor
Rating” means, with respect to any Loan (excluding any Real Estate Loan or andany
Specialty Finance Loan, which shall not be required to have a Risk Factor Rating), determined on the date of acquisition
and on each Risk Factor Rating Trigger Date with respect to such Loan, the number set forth on Schedule 7 which corresponds
to the “bond default rating” and estimated default frequency for the Obligor of such Loan obtained by inputting current
data related to such Obligor into Moody’s RiskCalc to produce a “bond default rating” based on the one-year
and five-year expected default frequency; provided, however, that the Collateral Manager may substitute (i) a
credit estimate issued by Moody’s which assigns a specific Risk Factor Rating or (ii) a private or public rating issued
by any of S&P, Fitch or Moody’s as the “bond default rating” in lieu of the “bond default rating”
determined by Moody’s RiskCalc. For purposes of determining the Risk Factor Rating in accordance with Schedule 7
solely with respect to a Loan with a “bond default rating” determined by Moody’s RiskCalc, (i) a Loan with
a Moody’s RiskCalc “bond default rating” of Baa3 or better will be deemed to have a “bond default rating”
of Ba3, (ii) a Loan with a Moody’s RiskCalc “bond default rating” of Ba1 will be deemed to have a “bond
default rating” of B1, (iii) a Loan with a Moody’s RiskCalc “bond default rating” of Ba2, Ba3 or
B1 will be deemed to have a “bond default rating” of B2, and (iv) a Loan with a Moody’s RiskCalc “bond
default rating” of B2 will be deemed to have a “bond default rating” of B3. Notwithstanding anything
herein to the contrary, (x) the Risk Factor Rating of a Recurring Revenue Loan of an Obligor with TTM EBITDA of less than
$0 will be deemed to be 4770, (y) the Risk Factor Rating of a Recurring Revenue Loan of an Obligor with TTM EBITDA of greater
than or equal to $0 but less than $5,000,000 will be deemed to be (1) if the ratio of such Loan to such Obligor’s TTM
Recurring Revenue is greater than 2.00x, 4770 or (2) if the ratio of such Loan to such Obligor’s TTM Recurring Revenue
is less than or equal to 2.00x, 3490 and (z) the Risk Factor Rating of a Recurring Revenue Loan of an Obligor with TTM EBITDA
of greater than or equal to $5,000,000 (i) will be deemed to be 4770 if the ratio of such Loan to such Obligor’s TTM
Recurring Revenue is greater than 2.00x or (2) will otherwise be determined in accordance with the provisions of this definition
and Schedule 7; provided, however that the “bond default rating” with respect to such Recurring
Revenue Loan shall be deemed to be no better than B1.


 


“Risk Factor
Rating Trigger Date” means (a) with respect to any Loan that is not a Recurring Revenue Loan, (i) each one-year
anniversary of the date of acquisition of such Loan, (ii) any time that the related Obligor’s ratio of Senior Total
Funded Debt to TTM EBITDA increases by greater than 0.75x (based on the most recent financial statements and covenant compliance
package delivered by the related Obligor) since the later of (x) the date of acquisition of such Loan or (y) the date
that the Risk Factor Rating was last determined in accordance with clause (a)(ii) of this definition and (iii) any
time that the related Obligor’s TTM EBITDA declines below $5,000,000 and (b) with respect to any Loan that is a Recurring
Revenue Loan, (i) each one-year anniversary of the date of acquisition of such Loan, (ii) any time that the related
Obligor’s TTM Recurring Revenue decreases by 20% or more since the later of (x) the date of acquisition of such Loan
or (y) the date that the related Obligor’s TTM Recurring Revenue was last determined in accordance with clause (b)(ii) of
this definition, or (iii) any time that the related Obligor’s ratio of Senior Total Funded Debt to enterprise value
increases by 25% or more since the later of (x) the date of acquisition of such Loan or (y) the date that the related
Obligor’s ratio of Senior Total Funded Debt to enterprise value was last determined in accordance with clause (b)(iii) of
this definition. For purposes of clause (b)(iii) of this definition, enterprise value shall be determined in accordance
with the definition of “Recurring Revenue Loan”.


 






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“S&P”
means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business.


 


“Sanctioned
Country” means, at any time, a country or territory that is, or whose government is, the subject or target of any Sanctions.


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained
by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, (b) any
Person located, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person.


 


“Sanctions”
means economic or financial sanctions or trade embargoes administered or enforced from time to time by (a) the U.S. government,
including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European
Union or Her Majesty’s Treasury of the United Kingdom.


 


“Scheduled
Distribution” means, with respect to any Loan, for each Due Date, the scheduled payment of principal and/or interest
and/or fees due on such Due Date with respect to such Loan.


 


“SEC”
means the Securities and Exchange Commission or any other governmental authority of the United States of America at the time
administrating the Securities Act, the Investment Company Act or the Exchange Act.


 


“Secured
Parties” means the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Document Custodian,
the Collateral Manager, the Intermediary, the Lenders and their respective permitted successors and assigns.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, all as
from time to time in effect.


 


“Securities
Intermediary” has the meaning assigned to it in Section 8-102(a)(14) of the UCC.


 


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


 


“Senior Debt
Ratio” means, with respect to any Loan, the ratio of Senior Total Funded Debt to TTM EBITDA of the related Obligor,
calculated in accordance with the corresponding amount or ratio in the underlying Related Documents for such Loan utilizing the
most recently delivered financial results for the related Obligor.


 






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“Senior Total
Funded Debt” means, with respect to any Loan at any time the same is to be determined, the sum (but without duplication)
of (a) the Dollar Equivalent of all indebtedness for borrowed money of the related
Obligor and its Subsidiaries ranking senior or pari passu to such Loan at such time, and (b) the
Dollar Equivalent of all indebtedness for borrowed money of any other Person which is directly or indirectly guaranteed
by the Obligor or any of its Subsidiaries or which the Obligor or any of its Subsidiaries has agreed (contingently or otherwise)
to purchase or otherwise acquire or in respect of which the Obligor or any of its Subsidiaries has otherwise assured a creditor
against loss; provided that, in the case of this clause (b), any such obligation under such guarantee, agreement
or assurance ranks senior or pari passu with respect to such Loan.


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business
Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.


 


“SOFR Administrator”
means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


“SOFR Administrator’s
Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor
source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“Solvent”
means, with respect to any Person, that as of the date of determination, both (i) (a) the sum of such Person’s
debt (including contingent liabilities) does not exceed the present fair saleable value of such Person’s assets; (b) such
Person’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date and will not
be unreasonably small with respect to any transaction contemplated to be undertaken after the Closing Date; and (c) such
Person has not incurred debts beyond its ability to pay such debts as they become due; and (ii) such Person is “solvent”
within the meaning given that term under the Bankruptcy Code, Section 271 of the Debtor and Creditor Law of the State of
New York and applicable laws relating to fraudulent transfers under the Bankruptcy Code and New York State law. For purposes of
this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the
facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured
liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting
Standards No. 5).


 


“Special
Purpose Entity” means a limited liability company or other business entity that is created with the purpose of being
“bankruptcy remote” and whose organizational documents contain restrictions on its activities and impose requirements
intended to preserve such entity’s separateness that are substantially similar to the special purpose provisions of the
Borrower LLC Agreement.


 


“Specialty
Finance Loan” means a Loan that (i) is advanced under a borrowing base facility, (ii) requires the Obligor
to deliver a monthly or quarterly borrowing base report, and (iii) is secured by a diversified pool of collateral including,
but not limited to commercial loans, litigation finance loans, leases, royalties, structured settlements, or consumer finance
loans.


 






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“Specified
Eligible Investment” means an Eligible Investment meeting the requirements of Section 8.05(a) and that
is available to the Collateral Agent, to be specified by the Collateral Manager to the Collateral Agent (with a copy to the Administrative
Agent) on or prior to the initial Borrowing Date; provided that, so long as no Default or Event of Default shall
have occurred and then be continuing, at any time with not less than five Business Days’ notice to the Collateral Agent
(with a copy to the Administrative Agent) the Collateral Manager may (and, if the-then Specified Eligible Investment is no longer
available to the Collateral Agent, shall) designate another Eligible Investment that meets the requirements of Section 8.05(a) and
that is available to the Collateral Agent to be the Specified Eligible Investment for purposes hereof.


 


“Specified
LIBOR” means at any time the LIBOR Rate then in effect as determined by the Collateral Manager (and subject to confirmation
and agreement by the Administrative Agent in its commercially reasonable discretion).


 


“Structured
Finance Obligation” means any debt obligation owing by a finance vehicle that is secured directly and primarily by,
primarily referenced to, and/or primarily representing ownership of, a pool of receivables or a pool of other assets, including
collateralized debt obligations, residential mortgage-backed securities, commercial mortgage-backed securities, other asset-backed
securities, “future flow” receivable transactions and other similar obligations; provided that ABL Loans,
loans to financial service companies, factoring businesses, health care providers and other genuine operating businesses do not
constitute Structured Finance Obligations.


 


“Subject
Laws” has the meaning assigned to such term in Section 4.01(f).


 


“Successor
Collateral Management Fee” means the monthly fee, accruing from the date a Successor Collateral Manager becomes the
Collateral Manager, payable in arrears on each Payment Date for the related Interest Accrual Period, in an amount equal to 0.35%
per annum (calculated on the basis of a 360 day year and the actual number of days elapsed) of the Monthly Asset Amount.


 


“Successor
Collateral Manager” has the meaning assigned to such term in Section 11.09(a).


 


“Taxes”
has the meaning assigned to such term in Section 16.03(a).


 


“Tax Jurisdiction” means any of the Netherlands Antilles, Bermuda, the Cayman Islands, the British Virgin Islands, the Channel Islands, Jersey, the Isle of Man or the Bahamas; provided, in the case of an Obligor organized or incorporated in a Tax Jurisdiction, that in the Collateral Manager’s good faith estimate, a substantial portion of the assets, revenues or operations supporting the related Collateral Loan are directly or through subsidiaries located in, or are obligations of (i) Obligors organized or incorporated in the United States or Canada or (ii) Approved Foreign Obligors (other than those that constitute Tax Jurisdictions).

 






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“Term SOFR”
means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on
SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Third Party
Expense Cap” means, for any rolling twelve-month period, an amount equal to $300,000.


 


“Total Debt
Ratio” means, with respect to any Loan, the ratio of Total Funded Debt to TTM EBITDA of the related Obligor, calculated
in accordance with the corresponding amount or ratio in the underlying Related Documents for such Loan utilizing the most recently
delivered financial results for the related Obligor.


 


“Total Funded
Debt” means, with respect to any Loan at any time the same is to be determined, the sum (but without duplication) of
(a) the Dollar Equivalent of all indebtedness for borrowed money of the related Obligor
and its Subsidiaries at such time, and (b) the Dollar Equivalent of all indebtedness
for borrowed money of any other Person which is directly or indirectly guaranteed by the Obligor or any of its Subsidiaries or
which the Obligor or any of its Subsidiaries has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect
of which the Obligor or any of its Subsidiaries has otherwise assured a creditor against loss, calculated in accordance with the
corresponding amount or ratio in the underlying Related Documents for such Loan utilizing the most recently delivered financial
results for the related Obligor.


 


“Tranche
Period” means, with respect to each Borrowing, either (i) the one-month period commencing on the first day of a
calendar month and ending on the last day of such calendar month or (ii) the three-month period commencing on the first day
of a calendar quarter and ending on the last day of the calendar month occurring three months thereafter, in each case as the
Borrower may elect pursuant to Section 2.17; provided, that no Tranche Period shall extend beyond the
Final Maturity Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made
and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.


 


“Tranche
Period Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.17
in the form attached hereto as Exhibit K.


 


“TTM EBITDA”
means, at any time the same is to be determined with respect to any Obligor, the Dollar Equivalent
of the trailing twelve-month EBITDA of such Obligor calculated in accordance with the corresponding amount or ratio
in the underlying Related Documents for such Loan utilizing the most recently delivered financial results for the related Obligor.


 


“TTM Recurring
Revenue” means, at any time the same is to be determined with respect to any Obligor, the
Dollar Equivalent of the trailing twelve-month Recurring Revenue of such Obligor calculated in accordance with the
corresponding amount or ratio in the underlying Related Documents for such loan utilizing the most recently delivered financial
results of the related Obligor.


 






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“TTM Revenue”
means, at any time the same is to be determined with respect to any Obligor, the Dollar Equivalent
of the trailing twelve-month revenue of such Obligor calculated in accordance with the corresponding amount or ratio
in the underlying Related Documents for such Loan utilizing the most recently delivered financial results for the related Obligor.


 


“UCC”
means the Uniform Commercial Code, as from time to time in effect in the State of New York; provided that if,
by reason of any mandatory provisions of law, the perfection, the effect of perfection or non-perfection or priority of the security
interests granted to the Collateral Agent pursuant to this Agreement are governed by the Uniform Commercial Code as in effect
in a jurisdiction of the United States of America other than the State of New York, then “UCC” means the Uniform Commercial
Code as in effect from time to time in such other jurisdiction for purposes of such perfection, effect of perfection or non-perfection
or priority.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“Uncertificated
Security” has the meaning specified in Section 8-102(a)(18) of the UCC.


 


“Underlying
Note” means one or more promissory notes executed by an Obligor evidencing a Loan.


 


“Uni-Tranche
Loan” means any Loan that (i) constitutes an Eligible First Lien Obligation, and (ii) has an Obligor with
a ratio of Senior Total Funded Debt to TTM EBITDA of greater than 5.00x.


 


“U.S. Bank”
means U.S. Bank National Association, a national banking association.


 


“USD LIBOR”
means the London interbank offered rate for U.S. dollars.


 


“Utilization”
has the meaning assigned to such term in the Lender Fee Letter.


 


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


 


“Voting Shares”
of any Person means capital stock or other equity interests of any class or classes (however designated) having ordinary power
for the election of directors or other similar governing body of such Person, other than stock or other equity interests having
such power only by reason of the happening of a contingency.


 


“Warranty
Loan” has the meaning specified in the Purchase and Contribution Agreement.


 


“Weighted
Average Advance Rate” means, as of any date of determination with respect to all Eligible Loans, the number obtained
by summing the products obtained by multiplying:


 


	The
    Advance Rate at such time applicable to each such Eligible Loan	X	The
    portion of the Aggregate Collateral Balance attributable to such Eligible Loan


 






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and dividing such sum by the Aggregate
Collateral Balance of all Eligible Loans as of such date of determination; provided, however, that
(i) at any time that there are fifteen (15) or fewer Obligors with respect to all Collateral Loans, the Weighted Average
Advance Rate shall not exceed 60.0%, (ii) at any time that there are sixteen (16) or more but no more than thirty (30) Obligors
with respect to all Collateral Loans, the Weighted Average Advance Rate shall not exceed 64.0% and (iii) at any time that
there are more than thirty (30) Obligors with respect to all Collateral Loans, the Weighted Average Advance Rate shall not exceed
67.0%.


 


“Weighted
Average Debt to TTM Recurring Revenue Ratio” means, as of any date of determination with respect to all Eligible Loans
that are Recurring Revenue Loans, the ratio obtained by summing the products obtained by multiplying:


 


	The
    ratio of the Dollar Equivalent of the principal
    balance of such Recurring Revenue Loan to the TTM Recurring Revenue of the related Obligor	X	The
    portion of the Aggregate Collateral Balance of all Eligible Loans that are Recurring Revenue Loans attributable to such Eligible
    Loan


 


and dividing such sum by the Aggregate
Collateral Balance of all Eligible Loans that are Recurring Revenue Loans as of such date of determination.


 


“Weighted
Average Debt to TTM Recurring Revenue Test” means a test that is satisfied at any such time if the Weighted Average
Debt to TTM Recurring Revenue Ratio as calculated on the date of determination is less than or equal to 2.40x.


 


“Weighted
Average Life” means, as of any date of determination with respect to all Eligible Loans, the number of years following
such date obtained by summing the products obtained by multiplying:


 


	The
    Average Life at such time of each such Eligible Loan	X	The
    portion of the Aggregate Collateral Balance attributable to such Eligible Loan


 


and dividing such sum by the Aggregate
Collateral Balance as of such date of determination.


 


For the purposes of
the foregoing, the “Average Life” is, on any date of determination with respect to any Collateral Loan, the quotient
obtained by dividing (i) the sum of the products of (a) the number of years (rounded to the nearest one hundredth thereof)
from such date of determination to the respective dates of each successive Scheduled Distribution of principal of such Collateral
Loan and (b) the respective amounts of principal of such Scheduled Distributions by (ii) the sum of all successive Scheduled
Distributions of principal on such Collateral Loan.


 






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“Weighted
Average Life Test” means a test that is satisfied at any such time if the Weighted Average Life as calculated on the
date of determination is less than or equal to 5.5 years.


 


“Weighted
Average Loan to Enterprise Value Ratio” means, as of any date of determination with respect to all Eligible Loans other
than Recurring Revenue Loans, Real Estate Loans and Specialty Finance Loans, the ratio (expressed as a percentage) obtained by
summing the products obtained by multiplying:


 


	The
    total amount of all Eligible Loans and any other debt senior to or pari passu with such Eligible Loan to the
    total enterprise value ratio at such time of the obligor of each such Eligible Loan	X	The
    portion of the Aggregate Collateral Balance attributable to such Eligible Loan


 


and dividing such sum by the Aggregate
Collateral Balance of all Eligible Loans other than Recurring Revenue Loans, Real Estate Loans and Specialty Finance Loans as
of such date of determination.


 


“Weighted
Average Loan to Enterprise Value Test” means a test that is satisfied at any such time if the Weighted Average Loan
to Enterprise Value as calculated on the date of determination is less than or equal to 65.00%; provided, however,
that for purposes of determining the foregoing, with respect to each Eligible Loan, the Weighted Average Loan to Enterprise Value
shall be calculated in accordance with the corresponding amount or ratio in the underlying Related Documents for such Eligible
Loan.


 


“Weighted
Average Recurring Revenue Loan to Enterprise Value Ratio” means, as of any date of determination with respect to all
Eligible Loans that are Recurring Revenue Loans, the ratio (expressed as a percentage) obtained by summing the products obtained
by multiplying:


 


	The
    total amount of all Eligible Loans that are Recurring Revenue Loans and any other debt senior to or pari passu with such Eligible
    Loan to total enterprise value ratio at such time of the Borrower of each such Eligible Loan	X	The
    portion of the Aggregate Collateral Balance of all Eligible Loans that are Recurring Revenue Loans attributable to such Eligible
    Loan


 


and dividing such sum by the Aggregate
Collateral Balance of all Eligible Loans that are Recurring Revenue Loans as of such date of determination.


 


“Weighted
Average Recurring Revenue Loan to Enterprise Value Test” means a test that is satisfied at any such time if the Weighted
Average Recurring Revenue Loan to Enterprise Value as calculated on the date of determination is less than or equal to 40.00%;
provided, however, that for purposes of determining the foregoing, with respect to each Eligible Loan,
the Weighted Average Recurring Revenue Loan to Enterprise Value shall be calculated in accordance with the corresponding amount
or ratio in the underlying Related Documents for such Eligible Loan.


 






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“Weighted
Average Risk Factor Rating” means, as of any date of determination with respect to all Eligible Loans other than Real
Estate Loans and Specialty Finance Loans, the number obtained by summing the products obtained by multiplying:


 


	The
    Risk Factor Rating at such time of each such Eligible Loan	X	The
    portion of the Aggregate Collateral Balance attributable to such Eligible Loan


 


and dividing such sum by the Aggregate
Collateral Balance of all Eligible Loans other than Real Estate Loans and Specialty Finance Loans as of such date of determination.


 


“Weighted
Average Risk Factor Rating Test” means a test that is satisfied at any such time if the Weighted Average Risk Factor
Rating as calculated on the date of determination is less than or equal to 3800.


 


“Weighted
Average Senior Debt Ratio” means, as of any date of determination with respect to all Eligible Loans other than Recurring
Revenue Loans, Real Estate Loans and Specialty Finance Loans, the ratio (expressed as a number) obtained by summing the products
obtained by multiplying:


 


	The
    Senior Total Funded Debt to TTM EBITDA ratio at such time of each such Eligible Loan	X	The
    portion of the Aggregate Collateral Balance attributable to such Eligible Loan


 


and dividing such sum by the Aggregate
Collateral Balance of all Eligible Loans other than Recurring Revenue Loans, Real Estate Loans and Specialty Finance Loans as
of such date of determination.


 


“Weighted
Average Senior Debt Ratio Test” means a test that is satisfied at any such time if the Weighted Average Senior Debt
Ratio as calculated on the date of determination is less than or equal to 4.75x; provided, however,
that for purposes of determining the foregoing, (i) in the case of an Obligor that has acquired a business (whether through
an asset acquisition, a merger or otherwise), the TTM EBITDA ratio(s) shall be calculated based on the TTM EBITDA figures
for the consolidated business, after giving pro forma effect to the transactions resulting in such acquisition, plus the results
of any portion of such trailing twelve month period elapsing after the date of such acquisition; and (ii) for any Eligible
Loan, the Weighted Average Senior Debt Ratio shall be calculated in accordance with the corresponding amount or ratio in the underlying
Related Documents for such Eligible Loan.


 






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“Weighted
Average Spread” means, as of any date of determination, the number obtained by dividing:


 


(a)            the
amount equal to (i) the Aggregate Funded Spread (with respect to all Floating Rate Obligations) plus (ii) the
Aggregate Unfunded Spread, by


 


(b)            the
Aggregate Collateral Balance of all Floating Rate Obligations as of such date.


 


“Weighted
Average Spread Test” means, as of any date of determination, a test that is satisfied at any such time if the Weighted
Average Spread as calculated on the date of determination is greater than or equal to 5.50%.


 


“Weighted
Average Total Debt Ratio” means, as of any date of determination with respect to all Eligible Loans other than Recurring
Revenue Loans, Real Estate Loans and Specialty Finance Loans, the ratio (expressed as a number) obtained by summing the products
obtained by multiplying:


 


	The
    Total Funded Debt to TTM EBITDA ratio at such time of each such Eligible Loan	X	The
    portion of the Aggregate Collateral Balance attributable to such Eligible Loan


 


and dividing such sum by the Aggregate
Collateral Balance of all Eligible Loans other than Recurring Revenue Loans, Real Estate Loans and Specialty Finance Loans as
of such date of determination.


 


“Weighted
Average Total Debt Ratio Test” means a test that is satisfied at any such time if the Weighted Average Total Debt Ratio
as calculated on the date of determination is less than or equal to 5.25x.


 


“Weighted
Average TTM EBITDA” means, as of any date of determination with respect to all Eligible Loans other than Recurring Revenue
Loans, Real Estate Loans and Specialty Finance Loans, the number obtained by summing the products obtained by multiplying:


 


	TTM
    EBITDA at such time with respect to the Obligor of each such Eligible Loan	X	The
    portion of the Aggregate Collateral Balance attributable to such Eligible Loan


 


and dividing such sum by the Aggregate
Collateral Balance of all Eligible Loans other than Recurring Revenue Loans, Real Estate Loans and Specialty Finance Loans as
of such date of determination.


 


“Weighted
Average TTM EBITDA Test” means a test that is satisfied at any such time if the Weighted Average TTM EBITDA as calculated
on the date of determination is greater than or equal to $16,000,000.


 


“Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 






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“Write-down
and Conversion Powers” means in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule
from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule.


 


“Zero Coupon
Obligation” means a Loan that does not provide for periodic payments of interest in Cash or that pays interest only
at its stated maturity.


 


Section 1.02.     Rules of
Construction. For all purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires (i) singular words shall connote the plural as well as the singular, and vice versa
(except as indicated), as may be appropriate, (ii) the words “herein,” “hereof” and “hereunder”
and other words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular article,
schedule, section, paragraph, clause, exhibit or other subdivision, (iii) the headings, subheadings and table of contents
set forth in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement nor shall
they affect the meaning, construction or effect of any provision hereof, (iv) references in this Agreement to “include”
or “including” shall mean include or including, as applicable, without limiting the generality of any description
preceding such term, and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement,
followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned, (v) each
of the parties to this Agreement and its counsel have reviewed and revised, or requested revisions to, this Agreement, and the
rule of construction that any ambiguities are to be resolved against the drafting party shall be inapplicable in the construction
and interpretation of this Agreement, (vi) any definition of or reference to any Facility Document, agreement, instrument
or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set
forth herein), (vii) any reference herein to any Person shall be construed to include such Person’s successors and
assigns (subject to any restrictions set forth herein or in any other applicable agreement), (viii) any reference to any
law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time, (ix) unless
otherwise provided herein, each reference to any time means New York, New York time and (x) any reference to “execute”,
“executed”, “sign”, “signed”, “signature” or any other like term hereunder shall
include execution by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or
image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National Commerce
Act (“E-SIGN”) or the New York Electronic Signatures and Records Act (“ESRA”), which includes
any electronic signature provided using Orbit, Adobe Sign, DocuSign, or any other similar platform identified by the Borrower
and reasonably available at no undue burden or expense to the Collateral Agent, the Collateral Administrator or the Document Custodian),
except to the extent the Collateral Agent, the Collateral Administrator or the Document Custodian requests otherwise. Any such
electronic signatures shall be valid, effective and legally binding as if such electronic signatures were handwritten signatures
and shall be deemed to have been duly and validly delivered for all purposes hereunder.


 






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Section 1.03.     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” both mean “to but excluding”. Periods of days referred to in this
Agreement shall be counted in calendar days unless Business Days are expressly prescribed.


 


Section 1.04.     Collateral
Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect
to Scheduled Distributions on any Loan, or any payments on any other assets included in the Collateral, with respect to the sale
of and reinvestment in Loans, and with respect to the income that can be earned on Scheduled Distributions on such Loans and on
any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04
shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation
that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless
some other method of calculation or determination is expressly specified in the particular provision.


 


(a)            All
calculations with respect to Scheduled Distributions on the Collateral Loans shall be made on the basis of information as to the
terms of each such Collateral Loan and upon reports of payments, if any, received on such Collateral Loans that are furnished
by or on behalf of the Obligor of such Collateral Loans and, to the extent they are not manifestly in error, such information
or reports may be conclusively relied upon in making such calculations.


 


(b)            For
purposes of calculating the Coverage Tests, except as otherwise specified in the Coverage Tests, such calculations will not include
(i) scheduled interest and principal payments on Defaulted Loans and Ineligible Loans unless or until such payments are actually
made and (ii) ticking fees in respect of Collateral Loans, and other similar fees, unless or until such fees are actually
paid.


 


(c)            For
each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Loans (other than Defaulted
Loans and Ineligible Loans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero)
shall be the total amount of payments and collections to be received during such Collection Period in respect of such Collateral
Loans.


 


(d)            Each
Scheduled Distribution receivable with respect to a Collateral Loan shall be assumed to be received on the applicable Due Date.


 


(e)            References
in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving
effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause
in which such calculation is made.


 


(f)            For
purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration
Limitations, Defaulted Loans and Ineligible Loans (including any unfunded commitments with respect to such Collateral Loans) will
be treated as having a value equal to zero.


 






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(g)            Determinations
of the Eligible Loans, or portions thereof, that constitute Excess Concentration Amounts will be determined in the way that produces
the highest Borrowing Base at the time of determination, it being understood that a Collateral Loan (or portion thereof) that
falls into more than one such category of Collateral Loans will be deemed, solely for purposes of such determinations, to fall
only into the category that produces the highest such Borrowing Base at such time (without duplication).


 


(h)            [Reserved].


 


(i)            Any
Collateral Loan Obligation purchased for 98% of par or more will be deemed to be purchased at par; provided that
any arranger, closing or similar fees earned at the primary closing of a Collateral Loan Obligation will not be considered discounts
to par.


 


(j)            References
in this Agreement to the Borrower’s “purchase” or “acquisition” of a Loan include references to
the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the BDC and the Borrower’s
making or origination of such Loan. Portions of the same Loan acquired by the Borrower on different dates (whether through purchase,
receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Loans or Delayed
Drawdown Loans) will, for purposes of determining the purchase price of such Loan, be treated as separate purchases on separate
dates (and not a weighted average purchase price for any particular Loan).


 


(k)            For
the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest
0.01%.


 


(l)             Notwithstanding
any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be in Dollars (and
any amounts denominated in an Approved Foreign Currency shall be converted to the Dollar Equivalent for such calculations, as
applicable). For purposes of this Agreement, calculations with respect to all amounts received or required to be paid
in a currency other than Dollars or an Approved Foreign Currency shall be valued at zero.


 


(m)            Other
than for purposes of determining whether the conditions for each Advance have been satisfied, for purposes of calculating compliance
with any test under this Agreement (including, without limitation, the Maximum Advance Rate Test, Interest Coverage Ratio
Test, any Concentration Limitation, and any Portfolio Quality Test), the trade date (and not the settlement date) with respect
to any acquisition or disposition of a Loan shall be used to determine whether and when such acquisition or disposition has occurred
so long as such acquisition or disposition settles within 30 days of the trade date. If such acquisition or disposition does not
settle within 30 days of the trade date, all such tests shall be recalculated based on the date such acquisition or disposition
of a Loan actually settles. For the avoidance of doubt, for purposes of calculating compliance with any test under this Agreement
to determine whether the conditions for each Advance have been satisfied, the settlement date (and not the trade date) with respect
to any acquisition or disposition of a Loan shall be used to determine whether and when such acquisition or disposition has occurred.


 






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Section 1.05.     Calculation
of Borrowing Base. In connection with amounts to be calculated for purposes of determining
the Borrowing Base and generally preparing the Borrowing Base Calculation Statement, all amounts shall be expressed in Dollars.
Any amount denominated in an Approved Foreign Currency shall be expressed as the Dollar Equivalent of such amount.


 


Section 1.06.     LIBOR
Notification. The interest rate on Advances accruing interest at the Adjusted Eurodollar
Rate is determined by reference to the LIBOR Rate, which is derived from LIBOR. LIBOR is intended to represent the rate at which
contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K.
Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to
make rate submissions to the IBA for purposes of the IBA setting LIBOR. As a result, it is possible that commencing in 2022, LIBOR
may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate
on Advances. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new
or alternative reference rates to be used in place of LIBOR. In the event that LIBOR is no longer available or in certain other
circumstances as set forth in Section 2.18 of this Agreement, such Section 2.18 provides a mechanism for
determining an alternative rate of interest. The Administrative Agent will notify the Borrower, pursuant to Section 2.18,
in advance of any change to the reference rate upon which the interest rate on Advances accruing interest at the Adjusted Eurodollar
Rate is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability
with respect to, the administration, submission or any other matter related to LIBOR or other rates in the definition of “LIBOR
Rate” or with respect to any alternative or successor rate thereto, or replacement rate therefor or thereof, including,
without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate,
as it may or may not be adjusted pursuant to Section 2.18, will be similar to, or produce the same value or economic
equivalence of, the LIBOR Rate or have the same volume or liquidity as did LIBOR prior to its discontinuance or unavailability


 


Article II


 


Advances


 


Section 2.01.     Revolving
Credit Facility. On the terms and subject to the conditions hereinafter set forth, including
Article III, each Lender severally agrees to make loans in Dollars to the Borrower (each, an “Advance”)
from time to time on any Business Day during the period from the Funding Effective Date until the Commitment Termination Date,
on a pro rata basis in each case in an aggregate principal amount at any one time outstanding up to but not exceeding such Lender’s
Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Maximum Available Amount as then
in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within
such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances
under this Section 2.01 and prepay Advances under Section 2.05.


 






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Section 2.02.     Making
of the Advances. (a) If the Borrower desires to make a Borrowing under this Agreement,
the Borrower, or the Collateral Manager on its behalf, shall give the Administrative Agent and the Collateral Agent a written
notice (each, a “Notice of Borrowing”) for such Borrowing (which notice shall be irrevocable and effective
upon receipt) not later than 12:00 noon on the Business Day prior to the day of the requested Borrowing; provided, however
that notwithstanding anything contained herein to the contrary, no more than two Advances may be made in a calendar week.
A Notice of Borrowing received after 3:00 p.m. shall be deemed received on the following Business Day.


 


Promptly following
receipt of a Notice of Borrowing in accordance with this Section, the Administrative Agent shall advise each applicable Lender
of the details thereof and of the amounts of such Lender’s Advance to be made as part of the requested Borrowing. Each Notice
of Borrowing shall be substantially in the form of Exhibit A, dated the date the request for the related Borrowing
is being made, signed by a Responsible Officer of the Borrower or the Collateral Manager, as applicable, shall attach a Borrowing
Base Calculation Statement as of the Borrowing Date after giving effect to the requested Borrowing and shall otherwise be appropriately
completed. The proposed Borrowing Date specified in each Notice of Borrowing shall be a Business Day falling on or prior to the
Commitment Termination Date, and the amount of the Borrowing requested in such Notice of Borrowing (the “Requested Amount”)
shall be equal to at least $250,000 or an integral multiple of $100,000 in excess thereof.


 


(b)            Each
Lender shall, not later than 1:00 p.m. on each Borrowing Date, make its Percentage of the applicable Requested Amount on
each Borrowing Date by wire transfer of immediately available funds to the Collateral
Agent Account.


 


Section 2.03.     Evidence
of Indebtedness. (a) Maintenance of Records by Lender. Each Lender shall
maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to it and resulting
from the Advances made by such Lender to the Borrower, from time to time, including the amounts of principal and interest thereon
and paid to it, from time to time hereunder, provided that the failure of any Lender to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower to repay the Advances in accordance with the terms
of this Agreement.


 


(b)            Maintenance
of Records by Administrative Agent. The Administrative Agent shall maintain records
in which it shall record (i) the amount of each Advance made hereunder, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum
received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.


 


(c)            Effect
of Entries. The entries made in the records maintained pursuant to paragraph (a) or (b) of this Section shall
be prima facie evidence, absent obvious error, of the existence and amounts of the obligations recorded therein; provided
that the failure of any Lender or the Administrative Agent to maintain such records or any error therein shall not in
any manner affect the obligation of the Borrower to repay the Advances in accordance with the terms of this Agreement.


 






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Section 2.04.     Payment
of Principal and Interest. The Borrower shall pay principal and Interest on the Advances
as follows:


 


(a)            100%
of the outstanding principal amount of each Advance, together with all accrued and unpaid Interest thereon, shall be payable on
the Final Maturity Date.


 


(b)            Interest
shall accrue on the unpaid principal amount of each Advance at the applicable Interest Rate from the date of such Advance until
such principal amount is paid in full. The Administrative Agent shall determine the unpaid Interest and Commitment Fees payable
thereto prior to each Payment Date (using the applicable Interest Rate for each day during the related Interest Accrual Period)
to be paid by the Borrower with respect to each Advance on each Payment Date for the related Interest Accrual Period and shall
advise the Collateral Manager and the Collateral Administrator thereof on the sixth Business Day prior to such Payment Date. The
Administrative Agent shall send a consolidated invoice of all such Interest and Commitment Fees to the Borrower on the Business
Day following the Administrative Agent’s receipt of all such information from the Lenders.


 


(c)            Accrued
Interest on each Advance shall be payable in arrears (x) on each Payment Date, and (y) in connection with any prepayment
in full of the Advances pursuant to Section 2.05(a); provided that (i) with respect to any prepayment
in full of the Advances outstanding, accrued Interest on such amount to but excluding the date of prepayment may be payable on
such date or as otherwise agreed to between the Lenders and the Borrower and (ii) with respect to any partial prepayment
of the Advances outstanding, accrued Interest on such amount to but excluding the date of prepayment shall be payable following
such prepayment on the applicable Payment Date for the Collection Period in which such prepayment occurred.


 


(d)            Subject
in all cases to Section 2.04(f), the obligation of the Borrower to pay the Obligations, including the obligation of
the Borrower to pay the Lenders the outstanding principal amount of the Advances and accrued interest thereon, shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof (including Section 2.14),
under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any other
Person may have or have had against any Secured Party or any other Person.


 


(e)            As
a condition to the payment of principal of and Interest on any Advance without the imposition of withholding tax, the Borrower
or either Agent may require certification acceptable to it to enable the Borrower and the Agents to determine their duties and
liabilities with respect to any taxes or other charges that they may be required to deduct or withhold from payments in respect
of such Advance under any present or future law or regulation of the United States and any other applicable jurisdiction, or any
present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting
or other requirements under any such law or regulation.


 






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(f)             Notwithstanding
any other provision of this Agreement, the obligations of the Borrower under this Agreement are limited recourse obligations of
the Borrower payable solely from the Collateral and, following realization of the Collateral, and application of the proceeds
thereof in accordance with the Priority of Payments and, subject to Section 2.12, all obligations of and any claims
against the Borrower hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter
revive. No recourse shall be had against any officer, director, employee, shareholder, Affiliate, member, manager, agent, partner,
principal or incorporator of the Borrower or their respective successors or assigns for any amounts payable under this Agreement.
It is understood that the foregoing provisions of this clause (f) shall not (i) prevent recourse to the Collateral
for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (ii) constitute
a waiver, release or discharge of any indebtedness or obligation evidenced by this Agreement until such Collateral has been realized.
It is further understood that the foregoing provisions of this clause (f) shall not limit the right of any Person
to name the Borrower as a party defendant in any proceeding or in the exercise of any other remedy under this Agreement, so long
as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced
against the Borrower.


 


Section 2.05.     Prepayment
of Advances. (a) Optional
Prepayments. The Borrower may, from time to time on any Business Day but no more than once during any calendar week, voluntarily
prepay Advances in whole or in part, without penalty or premium; provided that the Borrower shall have delivered
to the Collateral Agent and the Administrative Agent written notice of such prepayment (such notice, a “Notice of Prepayment”)
in the form of Exhibit B not later than 3:00 p.m. at least one (1) Business Day prior to the day of such
prepayment (provided that same day notice may be given to cure any non-compliance with the Maximum Advance Rate Test). Each such
Notice of Prepayment shall be irrevocable and effective upon receipt and shall be dated the date such notice is being given, signed
by a Responsible Officer of the Borrower and otherwise appropriately completed. Further, each such Notice of Prepayment shall
specify the Borrowing(s) and the related Tranche Period(s) for which such prepayment shall be applied to; provided
that, if no Borrowing or Borrowings are so specified in such Notice of Prepayment, then the Borrower shall be deemed to
have selected to apply such prepayment first, to the Borrowing or Borrowings with Tranche Periods of one month duration,
if any, until repaid in full, then, to the Borrowing or Borrowings with Tranche Periods of three months duration, if any.
If no Tranche Period is specified in a Notice of Borrowing, then the Borrower shall be deemed to have selected a Tranche Period
of three months duration. Each prepayment of any Advance by the Borrower pursuant to this Section 2.05(a) (other
than a prepayment made in order to cure any non-compliance with the Maximum Advance Rate Test) shall in each case be in a principal
amount of at least $500,000 or, if less, the entire outstanding principal amount of the Advances of the Borrower or, in the case
of Revolving Loans and Delayed Drawdown Loans, such lesser amount as is paid by the applicable Obligor in respect thereof. If
a Notice of Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein. The Borrower shall
make the payment amount specified in such notice by wire transfer
of immediately available funds by 2:00 p.m. to the Agent’s Account. The Administrative Agent promptly will make such
payment amount specified in such notice available to each Lender in the amount of each Lender’s Percentage
of the payment amount by wire transfer to such Lender’s account.
Any funds for purposes of a voluntary prepayment received by the Administrative Agent after 2:00 p.m. shall be deemed received
on the next Business Day.


 






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(b)            Mandatory
Prepayments. The Borrower shall prepay the Advances on each Payment Date in the manner and to the extent provided in the Priority
of Payments. The Borrower shall provide, in each Monthly Report, notice of the aggregate amounts of Advances that are to be prepaid
on the related Payment Date in accordance with the Priority of Payments.


 


(c)            Additional
Prepayment Provisions. Each prepayment pursuant to this Section 2.05 shall be subject to Sections 2.04(c) and
2.10 and applied to the Advances in accordance with the Lenders’ respective Percentages.


 


(d)            Interest
on Prepaid Advances. If requested by the Administrative Agent, the Borrower shall pay all accrued and unpaid Interest on Advances
prepaid on the date of such prepayment.


 


Section 2.06.     Changes
of Commitments. (a)  Automatic Reduction and Termination.  The Commitments
of all Lenders shall be automatically reduced to zero at 5:00 p.m. on the Commitment Termination Date.


 


(b)            Optional
Reductions.  Prior to the Commitment Termination Date, the Borrower shall have the right to terminate or reduce the unused
amount of the Facility Amount at any time or from time to time without any fee or penalty (other than any applicable Commitment
Reduction Fee) upon not less than two Business Days’ prior notice to the Collateral Agent, the Lenders and the Administrative
Agent of each such termination or reduction, which notice shall specify the effective date of such termination or reduction and
the amount of any such reduction; provided that (i) the amount of any such reduction of the Facility Amount
shall be equal to at least $5,000,000 or an integral multiple of $100,000 in excess thereof or, if less, the remaining unused
portion thereof, and (ii) no such reduction will reduce the Facility Amount below the sum of (x) the aggregate principal
amount of Advances outstanding at such time and (y) the Net Aggregate Exposure Amount under all of the Borrower’s Revolving
Loans and Delayed Drawdown Loans. Such notice of termination or reduction shall be irrevocable and effective only upon receipt
and shall be applied pro rata to reduce the respective Commitments of each Lender.


 


(c)            Effect
of Termination or Reduction.  The Commitments of the Lenders once terminated or reduced may not be reinstated. Each reduction
of the Facility Amount pursuant to this Section 2.06 shall be applied ratably among the Lenders in accordance with
their respective Commitments.


 


(d)            Payment
of Commitment Reduction Fee. If applicable, the Borrower shall pay to the Lenders, for their own use and benefit, the Commitment
Reduction Fee in connection with any optional reduction of the Facility Amount, subject to and in accordance with the Lender Fee
Letter.


 


Section 2.07.     Maximum
Lawful Rate. It is the intention of the parties hereto that the interest on the Advances
shall not exceed the maximum rate permissible under Applicable Law. Accordingly, anything herein to the contrary notwithstanding,
in the event any interest is charged to, collected from or received from or on behalf of the Borrower by the Lenders pursuant
hereto or thereto in excess of such maximum lawful rate, then the excess of such payment over that maximum shall be applied first
to the payment of amounts then due and owing by the Borrower to the Secured Parties under this Agreement (other than in respect
of principal of and interest on the Advances) and then to the reduction of the outstanding principal amount of the Advances of
the Borrower.


 






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Section 2.08.     Several
Obligations. The failure of any Lender to make any Advance to be made by it on the date
specified therefor shall not relieve any other Lender of its obligation to make its Advance on such date, neither Agent shall
be responsible for the failure of any Lender to make any Advance, and no Lender shall be responsible for the failure of any other
Lender to make an Advance to be made by such other Lender.


 


Section 2.09.     Increased
Costs. (a)     Except
with respect to taxes, which shall be governed exclusively by Section 16.03, if, due to either (i) the introduction
of or any change in or in the interpretation, application or implementation of any Applicable Law or GAAP or other applicable
accounting policy after the Closing Date, or (ii) the compliance with any guideline or change in the interpretation, application
or implementation of any guideline or request from any central bank or other Governmental Authority (whether or not having the
force of law) after the Closing Date (a “Regulatory Change”), there shall be any increase in the cost to any
Affected Person of agreeing to make or making, funding or maintaining Advances to the Borrower, then the Borrower shall from time
to time in accordance with the Priority of Payments, on the Payment Date occurring at least 5 Business Days following such Affected
Person’s demand, pay in accordance with the Priority of Payments such Affected Person such additional amounts as may be
sufficient to compensate such Affected Person for such increased cost. A certificate setting forth in reasonable detail the amount
of such increased cost, submitted to the Borrower by an Affected Person (with a copy to the Agents), shall be conclusive and binding
for all purposes, absent manifest error. Notwithstanding anything herein to the contrary, each of (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 or 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 be deemed to have been introduced after the Closing Date, thereby constituting a Regulatory Change
hereunder with respect to the Affected Person as of the Closing Date, regardless of the date enacted, adopted or issued.


 


(b)            If
an Affected Person determines that compliance with any Applicable Law, request from any central bank or other Governmental Authority
charged with the interpretation or administration thereof (whether or not having the force of law) or any Regulatory Change, in
each case, introduced or made after the Closing Date (i) affects the amount of capital or liquidity required to be maintained
by such Affected Person and that the amount of such capital or liquidity is increased by or based upon the existence of such Affected
Person’s Commitment under this Agreement or upon such Affected Person’s making, funding or maintaining Advances or
(ii) reduces the rate of return of an Affected Person to a level below that which such Affected Person could have achieved
but for such compliance (taking into consideration such Affected Person’s policies with respect to capital adequacy and
liquidity), then the Borrower shall from time to time (and, to the extent the funds available for payment thereof by the Borrower
are insufficient to pay such amounts in full on the applicable Payment Date, the Collateral Manager, on behalf of the Borrower,
shall be obligated to pay such amounts in accordance with the Priority of Payments), on the Payment Date occurring at least 5
Business Days following such Affected Person’s demand, pay in accordance with the Priority of Payments such additional amounts
which are sufficient to compensate such Affected Person for such increase in capital or liquidity or reduced return. If any Affected
Person becomes entitled to claim any additional amounts pursuant to this Section 2.09(b), it shall notify, within
a commercially reasonable time, the Borrower (with a copy to the Agents) of the event by reason of which it has become so entitled.
A certificate setting forth in reasonable detail such amounts submitted to the Borrower by an Affected Person shall be conclusive
and binding for all purposes, absent manifest error.


 






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(c)            Upon
the occurrence of any event giving rise to the Borrower’s obligation to pay additional amounts to a Lender pursuant to clauses
(a) or (b) of this Section 2.09, such Lender shall (at the request of the Borrower), use reasonable
efforts (subject to the customary practices of such Lender) to minimize any increased amounts payable by the Borrower which at
first shall include, but not be limited to, designating a different lending office for the funding or the booking of its Advances
hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment would reduce or obviate the obligations of the Borrower to make future payments
of such additional amounts; provided that such designation is made on such terms that such Lender and its lending
office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with
the object of avoiding future consequence of the event giving rise to the operation of any such provision. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


Section 2.10.     Compensation;
Breakage Payments. The Borrower agrees to compensate each Affected Person from time to
time, on the Payment Dates, following such Affected Person’s written request (which request shall set forth the basis for
requesting such amounts), in accordance with the Priority of Payments for all reasonable losses, expenses and liabilities (including
any interest paid by such Affected Person to lenders of funds borrowed to make or carry an Advance and any loss sustained by such
Affected Person in connection with the re-employment of such funds but excluding loss of anticipated profits), which such Affected
Person may sustain: (i) if for any reason (including any failure of a condition precedent set forth in Article III
but excluding a default by the applicable Lender) a Borrowing of any Advance by the Borrower does not occur on the Borrowing
Date specified therefor in the applicable Notice of Borrowing delivered by the Borrower, (ii) if any payment, prepayment
or conversion of any of the Borrower’s Advances occurs on a date that is not the last day of the relevant Tranche Period,
(iii) if any payment or prepayment of any Advance is not made on any date specified in a Notice of Prepayment given by the
Borrower or (iv) as a consequence of any other default by the Borrower to repay its Advances when required by the terms of
this Agreement. A certificate as to any amounts payable pursuant to this Section 2.10 submitted to the Borrower by
any Lender (with a copy to the Agents, and accompanied by a reasonably detailed calculation of such amounts and a description
of the basis for requesting such amounts) shall be conclusive in the absence of manifest error.


 


Section 2.11.     Illegality;
Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement,
in the event of a Eurodollar Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof,
and such Lender’s obligation to make or maintain Advances hereunder based on the Adjusted Eurodollar Rate shall be suspended
until such time as such Lender may again make and maintain Advances based on the Adjusted Eurodollar Rate.


 






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(b)            Upon the occurrence of any event giving rise to a Lender's
suspension of its obligation to make or maintain Advances based on the Adjusted Eurodollar Rate pursuant to Section 2.11(a), such
Lender shall use reasonable efforts (subject to the customary practices of such Lender) to designate a different lending office
if such designation would enable such Lender to again make and maintain Advances based on the Adjusted Eurodollar Rate; provided
that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal
or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event
giving rise to the operation of any such provision.




 


(c)            If,
prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the
Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate
for the applicable Advances, or (ii) the Required Lenders determine and notify the Administrative Agent that the Adjusted
Eurodollar Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such
Advances (provided that each such Lender has generally made a similar determination with respect to its other borrowers under
facilities bearing interest at an index based on LIBOR), the Administrative Agent will promptly so notify the Borrower, the Collateral
Agent, the Collateral Administrator and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based
on the Adjusted Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders)
revokes such notice.


 


Section 2.12.     Rescission
or Return of Payment. The Borrower agrees that, if at any time (including after the occurrence
of the Final Maturity Date) all or any part of any payment theretofore made by it to any Secured Party or any designee of a Secured
Party is or must be rescinded or returned for any reason whatsoever (including the insolvency, bankruptcy or reorganization of
the Borrower or any of its Affiliates), the obligation of the Borrower to make such payment to such Secured Party shall, for the
purposes of this Agreement, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in
existence and this Agreement shall continue to be effective or be reinstated, as the case may be, as to such obligations, all
as though such payment had not been made.


 


Section 2.13.     Past
Due Interest. The Borrower shall pay interest on all Obligations other than amounts due
under Section 16.04(a) and other Administrative Expenses that are not paid when due for the period from the due
date thereof until the date the same is paid in full at the Past Due Rate. Interest payable at the Past Due Rate shall be payable
on each Payment Date in accordance with the Priority of Payments.


 






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Section 2.14.     Payments
Generally. (a) All amounts owing and payable to any Secured Party, any Affected
Person or any Indemnified Party, in respect of the Advances and other Obligations, including the principal thereof, interest,
fees, indemnities, expenses or other amounts payable under this Agreement, shall be paid by the Borrower to the Administrative
Agent for account of the applicable recipient in Dollars, in immediately available funds, in accordance with the Priority of Payments,
and all without counterclaim, setoff, deduction, defense, abatement, suspension or deferment. The Administrative Agent and each
Lender shall provide wire instructions to the Borrower, the Administrative Agent and the Collateral Agent. Payments must be received
by the Administrative Agent for account of the Lenders on or prior to 3:00 p.m. on a Business Day; provided
that, payments received by the Administrative Agent after 3:00 p.m. on a Business Day will be deemed to have been paid on
the next following Business Day.


 


(b)            Except
as otherwise expressly provided herein, all computations of interest, fees and other Obligations shall be made on the basis of
a year of 360 days for the actual number of days elapsed in computing interest on any Advance, the date of the making of the Advance
shall be included and the date of payment shall be excluded; provided that, if an Advance is repaid on the same
day on which it is made, one day’s Interest shall be paid on such Advance. All computations made by a Lender, the Collateral
Agent or the Administrative Agent under this Agreement shall be conclusive absent manifest error.


 


Section 2.15.     Increase
in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination
Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F
(each, a “Facility Amount Increase Request”) to the Administrative Agent (with a copy to the Collateral Agent)
or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective
date of such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted
Assignee (or additional Commitments for existing Lender(s) which have consented to such increase), and the amount of its
Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Amount
shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility
Amount shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing
at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and warranties
contained in Article IV hereof (as the same may be amended from time to time) shall be true and correct in all material
respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be
true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless
such increase is increasing the Commitment of, and with the consent of, an existing Lender, the Administrative Agent shall have
provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date
of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof,
the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving
effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness
that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances
shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10
hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount
of the increase in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such
Lenders on the date of such Facility Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not
be deemed to be prepaid on such date and (ii) the Borrower shall not have terminated any portion of the Commitments pursuant
to Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent and
the affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender
shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto,
and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. For the avoidance of
doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms (including pricing) as an Advance
under the existing Facility Amount.


 






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Section 2.16.     Defaulting
Lenders. (a) Defaulting Lender Adjustments. Notwithstanding anything to the
contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer
a Defaulting Lender, to the extent permitted by Applicable Law:


 


(i)            Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of Required Lenders.


 


(ii)            Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VI or otherwise) shall
be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of
any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request
(so long as no Default or Event of Default exists), to the funding of any Advance in respect of which such Defaulting Lender has
failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if
so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to
satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances under this Agreement; fourth,
to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by
any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;
fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result
of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise
directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal
amount of any Advances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such
Advances were made at a time when the conditions set forth in Section 3.02 were satisfied or waived, such payment
shall be applied solely to pay the Advances of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment
of any Advances of such Defaulting Lender until such time as all Advances are held by the Lenders pro rata in accordance with
their Percentages of the Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are
applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall
be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 






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(iii)            Certain
Fees. No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting
Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to
that Defaulting Lender).


 


(b)            Defaulting
Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender,
the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject
to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Advances
of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Advances
to be held pro rata by the Lenders in accordance with their respective Percentages of the Commitments, whereupon such Lender will
cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued
or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender
will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender.


 


Section 2.17.     Tranche
Period Elections. (a)  Each Borrowing initially shall accrue Interest at the Interest
Rate for the applicable Tranche Period specified in the applicable Notice of Borrowing. If no Tranche Period is specified in a
Notice of Borrowing, then the Borrower shall be deemed to have selected a Tranche Period of three months duration. Thereafter,
the Borrower may elect to convert such Borrowing to a different Tranche Period as provided in this Section 2.17.


 


(b)            To
make an election pursuant to this Section 2.17, the Borrower shall notify the Administrative Agent (with a copy to
the Collateral Agent) of such election by delivery of a Tranche Period Election Request by the time that a Notice of Borrowing
would be required under Section 2.02 if the Borrower were requesting a Borrowing to be made on the effective date
of such election. Each Tranche Period Election Request shall be irrevocable. Notwithstanding any contrary provision herein, this
Section shall not be construed to permit the Borrower to elect a Tranche Period that does not comply with the proviso to
clause (ii) of the definition thereof.


 


(c)            Each
Tranche Period Election Request shall specify the following information:


 


(i)          the
Borrowing to which such Tranche Period Election Request applies;


 


(ii)         the
effective date of the election made pursuant to such Tranche Period Election Request, which shall be the first day after the end
of the then applicable Tranche Period; and


 


(iii)        the
Tranche Period to be applicable thereto after giving effect to such election, which Tranche Period shall be a period contemplated
by the definition of the term “Tranche Period”.


 






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(d)         Promptly
following receipt of a Tranche Period Election Request, the Administrative Agent shall advise each Lender of the details thereof
and of such Lender’s portion of each resulting Borrowing.


 


(e)            If
the Borrower fails to deliver a timely Tranche Period Election Request with respect to a Borrowing prior to the end of the Tranche
Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Tranche Period, such Borrowing
shall continue to accrue Interest with respect to the last selected or deemed selected Tranche Period. Notwithstanding any contrary
provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required
Lenders, so notifies the Borrower (with a copy to the Collateral Agent), then, so long as an Event of Default is continuing, each
Borrowing shall be converted to a Borrowing that accrues Interest with respect to a Tranche Period of three months duration at
the end of the Tranche Period applicable thereto.


 


Section 2.18.     Benchmark
Replacement Setting . (a)  Benchmark Replacement.  Notwithstanding anything
to the contrary herein or in any other Facility 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 the then-current
Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (i) or (ii) of
the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will
replace such Benchmark for all purposes hereunder and under any Facility 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 Facility
Document and (y) if a Benchmark Replacement is determined in accordance with clause (iii) of the definition of
“Benchmark Replacement” for such Benchmark Replacement Date, in each instance notwithstanding the requirements
of Section 16.01 or anything else contained herein or in any other Facility Document, such Benchmark Replacement will
replace such Benchmark for all purposes hereunder and under any Facility 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 Facility 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; provided that, at any time the Benchmark Replacement
has been determined other than in accordance with clause (i) of the definition of “Benchmark Replacement”
due to the unavailability of Term SOFR and Term SOFR becomes available such that the Benchmark Replacement could be determined
in accordance with clause (i) of the definition of “Benchmark Replacement”, the Administrative
Agent and the Borrower each agree to cooperate in good faith to enter into amendments to this Agreement and the Facility Documents
as applicable to implement such Benchmark Replacement pursuant to clause (i) of the definition of “Benchmark
Replacement”..


 






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(b)            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 Facility 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 Facility Document.


  


(c)            Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in
writing of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related
Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark
Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below
and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that
may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.18,
including, without limitation, any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark
Replacement Conforming Changes, 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 on all parties hereto 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 Facility
Document, except, in each case, as expressly required pursuant to this Section 2.18.


 


(d)            Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Document, at any time (including
in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including
Term SOFR or USD LIBOR) and either (A) 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 or (B) the
regulatory supervisor for the administrator of such Benchmark or a Relevant Governmental Body 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 “Tranche Period” for any Benchmark settings at or after such time to remove
such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above
either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement)
or (B) 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 “Tranche Period”
for all Benchmark settings at or after such time to reinstate such previously removed tenor.


 


(e)            Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period,
the Borrower may revoke any request for a Borrowing during any Benchmark Unavailability Period and, failing that, the applicable
Interest Rate for such Borrowing shall be the Base Rate. During any Benchmark Unavailability Period or at any time that a tenor
for the then-current Benchmark is not an Available Tenor, the components of Base Rate based upon the then-current Benchmark for
or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.


 






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Article III


 


Conditions
Precedent


 


Section 3.01.     Conditions
Precedent to Restatement Effective Date. The amendment and restatement of the Original
Agreement on the terms and conditions set forth herein shall be subject to the conditions precedent that (i) the Administrative
Agent shall have received on or before the Restatement Effective Date each of the documents, agreements (in fully executed form),
opinions of counsel, UCC lien search results, UCC filings, certificates (including a closing certificate from the Borrower substantially
in the form set forth on Exhibit H hereto) and other deliverables listed on the closing memorandum attached as Schedule
8 hereto, in each case, in form and substance acceptable to the Administrative Agent, and (ii) all fees and expenses
payable by the Borrowers on or prior to the Restatement Effective Date have been received or will be received contemporaneously
with the Restatement Effective Date.


 


Section 3.02.     Conditions
Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be
made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment of the following conditions;
provided that the conditions described in clauses (c) and (d) (other than a Default or Event of
Default described in Sections 6.01(c) or (f) or in Sections 6.03(c), (e) or (f)) below need not be
satisfied if the proceeds of the Borrowing are used to fund Revolving Loans or Delayed Drawdown Loans then owned by the Borrower
or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve
Account on or prior to the Commitment Termination Date to the extent required under Section 8.04:


 


(a)            the
Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation
Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;


 


(b)            immediately
after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied, as demonstrated on the
Borrowing Base Calculation Statement and attached to such Notice of Borrowing;


 


(c)            each
of the representations and warranties of the Borrower and the Collateral Manager contained in this Agreement shall be true and
correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse
Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly
relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects
as of such earlier date as if made on such date);


 


(d)            no
Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon
the making of such Advance;


 






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(e)            such
Advance shall not cause the aggregate principal amount of Advances outstanding hereunder to increase by more than $50,000,000
during the 32-day period ending on the related Borrowing Date of such Advance unless otherwise approved by the Administrative
Agent in its sole discretion; and


 


(f)            immediately
after the making of such Advance on the applicable Borrowing Date, each Portfolio Quality Test shall be satisfied, or if any such
test is not satisfied, such test shall be maintained or improved after giving effect to such Advance and any related purchase
of Loans.


 


Article IV


 


Representations
and Warranties


 


Section 4.01.     Representations
and Warranties of the Borrower. The Borrower represents and warrants to each of the Secured
Parties on and as of each Measurement Date (and, in respect of clause (i) below, each date such information is provided
by or on behalf of it), as follows:


 


(a)            Due
Organization. The Borrower is a limited liability company duly organized and validly existing under the laws of the State
of Delaware, with full power and authority to own and operate its assets and properties, conduct the business in which it is now
engaged and to execute and deliver and perform its obligations under this Agreement and the other Facility Documents to which
it is a party.


 


(b)            Due
Qualification and Good Standing. The Borrower is in good standing in the State of Delaware. The Borrower is duly qualified
to do business and, to the extent applicable, is in good standing in each other jurisdiction in which the nature of its business,
assets and properties, including the performance of its obligations under this Agreement, the other Facility Documents to which
it is a party and its Constituent Documents, requires such qualification, except where the failure to be so qualified or in good
standing could not reasonably be expected to have a Material Adverse Effect.


 


(c)            Due
Authorization; Execution and Delivery; Legal, Valid and Binding; Enforceability. The execution and delivery by the
Borrower of, and the performance of its obligations under the Facility Documents to which it is a party and the other instruments,
certificates and agreements contemplated thereby are within its powers and have been duly authorized by all requisite action by
it and have been duly executed and delivered by it and constitute its legal, valid and binding obligations enforceable against
it in accordance with their respective terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors’ rights generally, (ii) general principles of
equity, regardless of whether considered in a proceeding in equity or at law or (iii) implied covenants of good faith and
fair dealing.


 






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(d)            Non-Contravention.
None of the execution and delivery by the Borrower of this Agreement or the other Facility Documents to which it is a party, the
Borrowings or the pledge of the Collateral hereunder, the consummation of the transactions herein or therein contemplated, or
compliance by it with the terms, conditions and provisions hereof or thereof, will (i) conflict with, or result in a material
breach or violation of, or constitute a default under its Constituent Documents, (ii) conflict with or contravene (A) any
Applicable Law, (B) any indenture, agreement or other contractual restriction binding on or affecting it or any of its assets,
including any Related Document, or (C) any order, writ, judgment, award, injunction or decree binding on or affecting it
or any of its assets or properties or (iii) result in a breach or violation of, or constitute a default under, or permit
the acceleration of any obligation or liability in, or but for any requirement of the giving of notice or the passage of time
(or both) would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in,
any contractual obligation or any agreement or document to which it is a party or by which it or any of its assets are bound (or
to which any such obligation, agreement or document relates), except in the case of clauses (ii) and (iii) above,
where such conflicts, contravention, breaches, violations or defaults could not reasonably be expected to have a Material Adverse
Effect.


 


(e)            Governmental
Authorizations; Private Authorizations; Governmental Filings. The Borrower has obtained, maintained and kept in full force
and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business,
except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and made all material Governmental
Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Borrowings by the
Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the performance by the Borrower
of its obligations under this Agreement, the other Facility Documents, and no material Governmental Authorization, Private Authorization
or Governmental Filing which has not been obtained or made, is required to be obtained or made by it in connection with the execution
and delivery by it of any Facility Document to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge
of the Collateral by the Borrower under this Agreement or the performance of its obligations under this Agreement and the other
Facility Documents to which it is a party.


 


(f)            Compliance
with Agreements, Laws, Etc. The Borrower has duly observed and complied in all material respects with all Applicable Laws
relating to the conduct of its business and its assets. The Borrower has preserved and kept in full force and effect its rights,
privileges, qualifications and franchises, except where the failure to do so could not reasonably be expected to result in a Material
Adverse Effect. Without limiting the foregoing, (x) to the extent applicable, the Borrower is in compliance in all material
respects with the regulations and rules promulgated by the U.S. Department of Treasury and/or administered by the U.S. Office
of Foreign Asset Controls (“OFAC”), including U.S. Executive Order No. 13224, and other related statutes,
laws and regulations (collectively, the “Subject Laws”), (y) the Borrower has adopted internal controls
and procedures designed to ensure its continued compliance in all material respects with the applicable provisions of the Subject
Laws and to the extent applicable, will adopt procedures consistent in all material respects with the PATRIOT Act and implementing
regulations, and (z) to the knowledge of the Borrower (based on the implementation of its internal procedures and controls),
no investor in the Borrower is a Person whose name appears on the “List of Specially Designated Nationals” and “Blocked
Persons” maintained by the OFAC.


 






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(g)         Location.
The Borrower’s chief place of business and its chief executive office are located in the State of Illinois. The Borrower’s
registered office and the jurisdiction of organization of the Borrower is the jurisdiction referred to in Section 4.01(a).


 


(h)         Investment
Company Act. Assuming compliance by each of the Lenders and any participant with Section 16.06(e), neither the
Borrower nor the pool of Collateral is required to register as an “investment company” under the Investment Company
Act. The transactions contemplated by this Agreement and the other Facility Documents do not result in the Administrative Agent,
the Collateral Agent or the Lenders holding an “ownership interest” in a “covered fund” for purposes of
the Volcker Rule.


 


(i)          Information
and Reports. Each Notice of Borrowing, each Monthly Report and all other written information, reports, certificates and statements
(other than projections and forward-looking statements) furnished by or on behalf of the Borrower to any Secured Party for purposes
of or in connection with this Agreement, the other Facility Documents or the transactions contemplated hereby or thereby are (when
taken as a whole) true and correct in all material respects and does not omit to state a material fact necessary to make the statements
contained therein not misleading as of the date such information is stated or certified. All projections and forward-looking statements
furnished by or on behalf of the Borrower were prepared in good faith based upon assumptions believed to be reasonable at the
time they were provided.


 


(j)          ERISA.
Neither the Borrower nor any member of the ERISA Group has, or during the past five years had, any liability or obligation with
respect to any Plan or Multiemployer Plan.


 


(k)         Taxes.
The Borrower has filed all income tax returns and all other material tax returns which are required to be filed by it, if any,
and has paid all taxes shown to be due and payable on such returns, if any, or pursuant to any assessment received by any such
Person, other than any such taxes, assessments or charges that are being contested in good faith by appropriate proceedings and
for which appropriate reserves in accordance with GAAP have been established.


 


(l)          Tax
Status. For U.S. federal income tax purposes the Borrower is (i) disregarded as an entity separate from its owner and
(ii) has not made an election under U.S. Treasury Regulation Section 301.7701-3 and is not otherwise treated as an association
taxable as a corporation.


 


(m)        Collections.
The Borrower (or the Collateral Manager on behalf of the Borrower) has instructed all Obligors or related administrative and paying
agents under the Related Documents to remit all Collections directly to the Collection Account.


 






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(n)            Plan
Assets. The assets of the Borrower are not treated as “plan assets” for purposes of 29 C.F.R. Section 2510.03-101
and Section 3(42) of ERISA (the “Plan Asset Rule”) and the Collateral is not deemed to be “plan
assets” for purposes of the Plan Asset Rule. The Borrower has not taken, or omitted to take, any action which would result
in any of the Collateral being treated as “plan assets” for purposes of the Plan Asset Rule or, assuming that
the assets of the Lenders, the Administrative Agent and the Collateral Agent are not deemed to be “plan assets” for
the purposes of the Plan Asset Rule, the occurrence of any Prohibited Transaction in connection with the transactions contemplated
hereunder.


  


(o)            Solvency.
After giving effect to each Advance hereunder, and the disbursement of the proceeds of such Advance, the Borrower is and will
be Solvent.


 


(p)            Representations
Relating to the Collateral. The Borrower hereby represents and warrants that:


 


(i)            it
owns and has legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, claim or encumbrance
of any Person, other than Permitted Liens;


 


(ii)            other
than Permitted Liens, 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 or any equivalent
filing in any applicable jurisdiction against the Borrower that include a description of collateral covering the Collateral other
than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted
to the Collateral Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax
lien filings against the Borrower or any of its assets;


 


(iii)            the
Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general
intangibles (as defined in Section 9-102(a)(42) of the UCC), Uncertificated Securities, Certificated Securities or Security
Entitlements to Financial Assets resulting from the crediting of Financial Assets to a “securities account” (as defined
in Section 8-501(a) of the UCC);


 


(iv)            all
Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC;


 


(v)            this
Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause
(vii) and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37)
of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security
interest is prior to all other liens, claims and encumbrances (other than Permitted Liens), and is enforceable as such against
creditors of and purchasers from the Borrower;


 






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(vi)            the
Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral
to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral;


 


(vii)            with
respect to the Collateral that constitutes accounts or general intangibles (as defined in Section 9-102(a)(42) of the UCC),
the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements
in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in
the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower
hereby agrees may be an “all asset” filing). Such filing of a financing statement is sufficient to perfect such security
interest under applicable law (to the extent a security interest may be perfected under the UCC solely by filing of a financing
statement); and


 


(viii)            with
respect to Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the
applicable Covered Account.


 


(q)            Eligibility.
Each Collateral Loan included in a Monthly Report or a Borrowing Base Calculation Statement required to be delivered by it
under this Agreement as an Eligible Loan was, in fact, an Eligible Loan and not an Ineligible Loan at such time, unless identified
as an Ineligible Loan on such Monthly Report or Borrowing Base Calculation Statement, as applicable.


 


(r)            Anti-Corruption
Laws and Sanctions. The Borrower and its directors, officers, managers and, to its knowledge, its agents, are in compliance
with Anti-Corruption Laws and applicable Sanctions. None of (a) the Borrower or its directors, officers or managers, or (b) to
its knowledge, any of its agents that will act in any capacity in connection with or benefit from the credit facilities established
hereby, is a Sanctioned Person. No Borrowing, use of proceeds thereof or other transactions hereunder will violate Anti-Corruption
Laws or applicable Sanctions.


 


(s)            Value
Given. The Borrower has given fair consideration and reasonably equivalent value to the BDC in exchange for the purchase of
the Collateral Loans (or any number of them) from the BDC pursuant to the Purchase and Contribution Agreement. No such transfer
has been made for or on account of an antecedent debt owed by the Borrower to the BDC and no such transfer is or may be voidable
or subject to avoidance under any section of the Bankruptcy Code.


 


(t)            Certificate
of Beneficial Ownership. The Certificate of Beneficial Ownership executed and delivered to the Administrative Agent, the Collateral
Agent and Lenders on or prior to the Closing Date, as updated from time to time in accordance with this Agreement, is accurate,
complete and correct as of the Closing Date and as of the date any such update is delivered.


 






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Section 4.02.     Representations
and Warranties of the Collateral Manager. The Collateral Manager (and the Borrower, where
so indicated) represents and warrants to each of the Secured Parties on and as of each Measurement Date (and in respect of clause
(i) below, each date such information is provided by or on behalf of it), as follows:


 


(a)            Due
Organization. The Collateral Manager is a corporation duly organized and validly existing under the laws of the State of Delaware,
with full power and authority to own and operate its assets and properties, conduct the business in which it is now engaged and
to execute and deliver and perform its obligations under this Agreement and the other Facility Documents to which it is a party.


 


(b)            Due
Qualification and Good Standing. The Collateral Manager is in good standing in the State of Maryland. The Collateral Manager
is duly qualified to do business and, to the extent applicable, is in good standing in each other jurisdiction in which the nature
of its business, assets and properties, including the performance of its obligations under this Agreement, the other Facility
Documents to which it is a party and its Constituent Documents to which it is a party, requires such qualification, except where
the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.


 


(c)            Due
Authorization; Execution and Delivery; Legal, Valid and Binding; Enforceability. The execution and delivery by the Collateral
Manager of, and the performance of its obligations under the Facility Documents to which it is a party and the other instruments,
certificates and agreements contemplated thereby are within its powers and have been duly authorized by all requisite action by
it and have been duly executed and delivered by it and constitute its legal, valid and binding obligations enforceable against
it in accordance with their respective terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors’ rights generally (ii) general principles of equity,
regardless of whether considered in a proceeding in equity or at law or (iii) implied covenants of good faith and fair dealing.


 


(d)            Non-Contravention.
None of the execution and delivery by the Collateral Manager of this Agreement or the other Facility Documents to which it is
a party, the consummation of the transactions herein or therein contemplated, or compliance by it with the terms, conditions and
provisions hereof or thereof, will (i) conflict with, or result in a breach or violation of, or constitute a default under
its Constituent Documents, (ii) conflict with or contravene (A) any Applicable Law, (B) any indenture, agreement
or other contractual restriction binding on or affecting it or any of its assets, including any Related Document, or (C) any
order, writ, judgment, award, injunction or decree binding on or affecting it or any of its assets or properties, or (iii) result
in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but
for any requirement of the giving of notice or the passage of time (or both) would constitute such a conflict with, breach or
violation of, or default under, or permit any such acceleration of, any contractual obligation or any agreement or document to
which it is a party or by which it or any of its assets are bound (or to which any such obligation, agreement or document relates),
except in the case of clauses (ii) and (iii) above, where such conflicts, contravention, breaches, violations or defaults
could not reasonably be expected to have a Material Adverse Effect.


 






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(e)            Governmental
Authorizations; Private Authorizations; Governmental Filings. The Collateral Manager has obtained, maintained and kept in
full force and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry
out its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and made
all material Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party,
and the performance by the Collateral Manager of its obligations under this Agreement, the other Facility Documents, and no material
Governmental Authorization, Private Authorization or Governmental Filing which has not been obtained or made, is required to be
obtained or made by it in connection with the execution and delivery by it of any Facility Document to which it is a party or
the performance of its obligations under this Agreement and the other Facility Documents to which it is a party.


 


(f)            Compliance
with Agreements, Laws, Etc. The Collateral Manager has duly observed and complied in all material respects with all Applicable
Laws, including the Securities Act and the Investment Company Act, relating to the conduct of its business and its assets. The
Collateral Manager has preserved and kept in full force and effect its rights, privileges, qualifications and franchises, except
where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. Without limiting the foregoing,
(x) to the extent applicable, the Collateral Manager is in compliance in all material respects with Subject Laws, (y) the
Collateral Manager has adopted internal controls and procedures designed to ensure its continued compliance in all material respects
with the applicable provisions of the Subject Laws and to the extent applicable, will adopt procedures consistent in all material
respects with the PATRIOT Act and implementing regulations, once such regulations have been finalized, and (z) to the knowledge
of the Collateral Manager (based on the implementation of its internal procedures and controls), no investor in the Collateral
Manager is a Person whose name appears on the “List of Specially Designated Nationals” and “Blocked Persons”
maintained by the OFAC.


 


(g)            Location
of Records. The Collateral Manager’s chief place of business, its chief executive office and the office in which the
Collateral Manager maintains its books and records are located in the State of Illinois. The Collateral Manager’s registered
office and the jurisdiction of organization of the Collateral Manager is the jurisdiction referred to in Section 4.02(a).


 


(h)            Investment
Advisers Act. The Collateral Manager is a Registered Investment Adviser.


 






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(i)          Information
and Reports. Each Notice of Borrowing, each Monthly Report and all other written information, reports, certificates and statements
(other than projections and forward-looking statements) furnished by the Collateral Manager to any Secured Party for purposes
of or in connection with this Agreement, the other Facility Documents or the transactions contemplated hereby or thereby are (when
taken as a whole) true and correct in all material respects and does not omit to state a material fact necessary to make the statements
contained therein not misleading as of the date such information is stated or certified. All projections and forward-looking statements
furnished by the Collateral Manager were prepared in good faith based upon assumptions believed to be reasonable at the time they
were provided.


  


(j)          ERISA.
Neither the Collateral Manager nor any member of the ERISA Group has, or during the past five years had, any liability or obligation
with respect to any Plan or Multiemployer Plan.


 


(k)         Taxes.
The Collateral Manager has filed all income tax returns and all other material tax returns which are required to be filed by it,
if any, and has paid all taxes shown to be due and payable on such returns, if any, or pursuant to any assessment received by
any such Person, other than any such taxes, assessments or charges that are being contested in good faith by appropriate proceedings
and for which appropriate reserves in accordance with GAAP have been established.


 


(l)          Eligibility.
Each Collateral Loan included in a Monthly Report or a Borrowing Base Calculation Statement required to be delivered by it
under this Agreement as an Eligible Loan was, in fact, an Eligible Loan and not an Ineligible Loan at such time, unless identified
as an Ineligible Loan on such Monthly Report or Borrowing Base Calculation Statement, as applicable.


 


(m)        Anti-Corruption
Laws and Sanctions. The Collateral Manager and its subsidiaries and their respective directors, officers, managers and, to
its knowledge, its agents, are in compliance with Anti-Corruption Laws and applicable Sanctions. None of (a) the Collateral
Manager, its subsidiaries or their respective directors, officers or managers, or (b) to their respective knowledge, any
of their agents that will act in any capacity in connection with or benefit from the credit facilities established hereby, is
a Sanctioned Person.


 


Article V


 


Covenants


 


Section 5.01.     Affirmative
Covenants of the Borrower. The Borrower covenants and agrees that, until the date that
all Obligations have been paid in full, other than contingent indemnification obligations as to which no claim giving rise thereto
has been asserted, and all Commitments hereunder have been terminated:


 


(a)            Compliance
with Agreements, Laws, Etc. It shall (i) duly observe, comply in all material respects with all Applicable Laws relative
to the conduct of its business or to its assets, (ii) preserve and keep in full force and effect its legal existence, (iii) preserve
and keep in full force and effect its rights, privileges, qualifications and franchises, except where the failure to do so could
not reasonably be expected to result in a Material Adverse Effect, (iv) comply in all material respects with the terms and
conditions of each Facility Document, its Constituent Documents and each Related Document to which it is a party and (v) obtain,
maintain and keep in full force and effect all Governmental Authorizations, Private Authorizations and Governmental Filings which
are necessary to carry out its business and the transactions contemplated to be performed by it under the Facility Documents,
its Constituent Documents and the Related Documents to which it is a party.


 






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(b)            Enforcement.
(i)  It shall not take any action, and will use commercially reasonable efforts not to permit any action to be taken by others,
that would release any Person from any of such Person’s material covenants or obligations under any instrument included
in the Collateral, except in the case of (A) repayment of Collateral Loans, (B) subject to the terms of this Agreement,
(i) amendments to Related Documents that govern Defaulted Loans or Ineligible Loans, (ii) amendments to Collateral Loans
in accordance with the Credit and Collection Policies and the Collateral Management Standard, and (iii) actions taken in
connection with the work-out or restructuring of any Collateral Loan in accordance with the provisions hereof, and (C) other
actions by the Collateral Manager to the extent not prohibited by this Agreement or as otherwise required hereby.


 


(ii)            Except
as provided for in this Agreement, it will not, without the prior written consent of the Administrative Agent and the Required
Lenders, contract with other Persons for the performance of actions and obligations to be performed by the Borrower or the Collateral
Manager hereunder. Notwithstanding any such arrangement, the Borrower shall remain primarily liable with respect thereto. The
Borrower will punctually perform, and use its commercially reasonable efforts to cause the Collateral Manager and such other Person
to perform, all of their obligations and agreements contained in this Agreement or any other Facility Document.


 


(c)            Further
Assurances. It shall promptly upon the reasonable request of the Administrative Agent, the Collateral Agent (acting at the
direction of the Administrative Agent) or the Required Lenders (through the Administrative Agent), at the Borrower’s expense,
execute and deliver such further instruments and take such further action in order to maintain and protect the Collateral Agent’s
first-priority perfected security interest in the Collateral pledged by the Borrower for the benefit of the Secured Parties free
and clear of any Liens (other than Permitted Liens). At the reasonable request of the Administrative Agent, the Collateral Agent
(acting at the direction of the Administrative Agent) or the Required Lenders (through the Administrative Agent), the Borrower
shall promptly take, at the Borrower’s expense, such further action in order to establish and protect the rights, interests
and remedies created or intended to be created under this Agreement in favor of the Secured Parties in the Collateral, including
all actions which are necessary to (x) enable the Secured Parties to enforce their rights and remedies under this Agreement
and the other Facility Documents, and (y) effectuate the intent and purpose of, and to carry out the terms of, the Facility
Documents. Subject to Section 7.02, and without limiting its obligation to maintain and protect the Collateral Agent’s
first priority security interest in the Collateral, the Borrower authorizes the Collateral Agent to file or record financing statements
(including financing statements describing the Collateral as “all assets” or the equivalent) and other filing or recording
documents or instruments with respect to the Collateral in such form and in such offices and
jurisdictions as are necessary to perfect the security interests of the Collateral
Agent under this Agreement under each method of perfection required herein with respect to the Collateral, provided, that
the Collateral Agent does not hereby assume any obligation of the Borrower to maintain and protect its security interest under
this Section 5.01 or Section 7.07.


 






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In addition,
the Borrower will take such reasonable action from time to time as shall be necessary to ensure that all assets (including all
Covered Accounts, but excluding all Excluded Amounts) of the Borrower constitute “Collateral” hereunder. Subject to
the foregoing, the Borrower will, and, upon the reasonable request of Administrative Agent, the Collateral Agent (acting at the
direction of the Administrative Agent) shall, at the Borrower’s expense, take such other action (including executing and
delivering or authorizing for filing any required UCC financing statements or
any other filing required in the appropriate jurisdictions) as shall be necessary to create and perfect a valid and
enforceable first-priority security interest on all Collateral acquired by the Borrower as collateral security for the Obligations
and will in connection therewith deliver such proof of corporate action, incumbency of officers, opinions of counsel and other
documents as is consistent with those delivered by the Borrower pursuant to Section 3.01 on the Funding Effective
Date or as the Administrative Agent, the Collateral Agent (acting at the direction of the Administrative Agent) or the Required
Lenders (through the Administrative Agent) shall have reasonably requested.


 


(d)            Financial
Statements; Other Information. It shall provide to the Administrative Agent or cause to be provided to the Administrative
Agent (with enough additional copies for each Lender) with a copy to the Collateral Agent:


 


(i)            within
ninety days after the end of each fiscal year of the BDC, the BDC’s audited consolidated balance sheet and related line
item profit and loss statements (including (x) a consolidating schedule showing such statements for the Borrower and (y) the
most recent quarterly valuation statement for the BDC) as of the end of and for such year, setting forth in each case in comparative
form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing
(without a “going concern” or like qualification or exception and without any qualification or exception as to the
scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial
condition and results of operations of the BDC, and each of its consolidated subsidiaries on a consolidated basis in accordance
with GAAP consistently applied;


 






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(ii)            within
sixty days after the end of each of the first three fiscal quarters of each fiscal year of the BDC, each of its unaudited consolidated
balance sheet and related line item profit and loss statements (in the case of the BDC, including (x) a consolidating schedule
showing such statements for the Borrower and (y) the most recent quarterly valuation statement for the BDC) as of the end
of and for such fiscal quarter and the then elapsed portion of the fiscal year, in each case, to the extent produced, setting
forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance
sheet, as of the end of) the previous fiscal year, all certified by a Responsible Officer as presenting fairly in all material
respects the financial condition and results of operations of the BDC and each of its consolidated subsidiaries on a consolidated
basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;


 


(iii)            [reserved];


 


(iv)            within
two Business Days after a Responsible Officer of the Collateral Manager or a Responsible Officer of the Borrower obtains actual
knowledge of the occurrence and continuance of any (w) Default or (x) Event of Default, a certificate of a Responsible
Officer of the Borrower setting forth the details thereof and the action which the Borrower is taking or proposes to take with
respect thereto;


 


(v)            from
time to time such additional information regarding the Borrower’s financial position or business and the Collateral (including
reasonably detailed calculations of each Coverage Test and each Portfolio Quality Test) as the Administrative Agent or the Required
Lenders (through the Administrative Agent) may reasonably request if reasonably available to the Borrower;


 


(vi)            promptly
after the occurrence of any ERISA Event, notice of such ERISA Event and copies of any communications with all Governmental Authorities
or any Multiemployer Plan with respect to such ERISA Event;


 


(vii)           promptly
after the occurrence of any change in the Borrower’s taxpayer identification number, notice of such change on an IRS Form W-9;


 


(viii)          at
least two (2) Business Days prior to doing so, the Borrower shall provide notice of any change in its chief place of business,
its chief executive office or the office in which the Borrower maintains its books and records;


 


(ix)            within
15 days after each Determination Date, a Compliance Certificate in the form attached hereto as Exhibit J calculating
each Coverage Test;


 


(x)            within
90 days after the last day of each fiscal year, a certificate in form and substance reasonably satisfactory to the Administrative
Agent calculating the total net revenue of the Collateral Manager; and


 


(xi)            as
soon as commercially practicable: (i) promptly upon request therefor by the Administrative Agent or any Lender, confirmation
of the accuracy of the information set forth in the most recent Certificate of Beneficial Ownership provided to the Administrative
Agent and Lenders; (ii) a new Certificate of Beneficial Ownership, in form and substance acceptable to the Administrative
Agent and each Lender, when the individual(s) to be identified as a Beneficial Owner have changed; and (iii) such other
information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time for purposes
of compliance by the Administrative Agent or such Lender with Applicable Laws (including without limitation the Patriot Act and
other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented
by the Administrative Agent or such Lender to comply therewith.


 






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(e)            Access
to Records and Documents. It shall permit the Administrative Agent and each Lender (or any Person designated by the Administrative
Agent or such Lender) to, upon reasonable advance notice (which, so long as no Event of Default shall have occurred and be continuing,
shall not be less than two Business Days) and during normal business hours, visit and inspect and make copies thereof at reasonable
intervals (i) of its books, records and accounts relating to its business, financial condition, operations, assets and its
performance under the Facility Documents and the Related Documents and to discuss the foregoing with its and such Person’s
officers, partners, employees and accountants, and (ii) all of its Related Documents, in each case all as often as the Administrative
Agent or the Lenders may reasonably request; provided that so long as no Event of Default has occurred and is continuing,
each Person entitled to so visit and inspect the Borrower’s records under this clause (e) may only exercise
its rights under this clause (e) twice during any fiscal year of the Borrower (it being understood that the Borrower
shall be responsible for all costs and expenses for only one such visit per fiscal year absent the occurrence and continuance
of an Event of Default). The Administrative Agent and each Lender agrees to use commercially reasonable efforts to coordinate
with each other Lender in exercising their respective rights under this paragraph (e) and under Section 5.03(d) below
with a view to minimizing duplication of effort and expense by the Borrower.


 


(f)            Use
of Proceeds. It shall use the proceeds of each Advance made hereunder solely to:


 


(i)            fund
or pay the purchase price of Loans (other than Ineligible Loans) or Eligible Investments acquired by the Borrower in accordance
with the terms and conditions set forth herein or for general corporate purposes (including for the avoidance of doubt to make
Restricted Payments to its members in respect of their membership interests in the Borrower);


 


(ii)            fund
additional extensions of credit under Revolving Loans and Delayed Drawdown Loans purchased in accordance with the terms of this
Agreement; and


 


(iii)            to
fund the Revolving Reserve Account on or prior to the Commitment Termination Date to the extent the Revolving Reserve Account
is required to be funded pursuant to Section 8.04 (and the Borrower shall submit a Notice of Borrowing requesting
a Borrowing of Advances for a Borrowing Date falling no more than five and no less than one Business Day prior to the Commitment
Termination Date with a Requested Amount sufficient to fully fund the Revolving Reserve Account under Section 8.04).


 






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Without limiting the
foregoing, it shall use the proceeds of each Advance in a manner that does not, directly or indirectly, violate any provision
of its Constituent Documents or any Applicable Law, including Regulation T, Regulation U and Regulation X.


 


(g)            Audit
Rights. It will permit the Administrative Agent and any Lender (or any representatives thereof (including any consultants,
accountants, lawyers and appraisers)) to conduct evaluations and appraisals of the Borrower’s computation of the Borrowing
Base and the assets included in the Borrowing Base at least once and no more than twice during any fiscal year of the Borrower.
The Borrower shall pay the reasonable and documented fees and expenses of any representatives retained by the Administrative Agent
or any Lender to conduct any such evaluation or appraisal; provided that (i) the Borrower shall not be required
to pay such fees and expenses for more than one such evaluation or appraisal during any calendar year unless an Event of Default
has occurred and is continuing and (ii) such evaluation or appraisal shall not be duplicative of any audit under Section 5.03(e).
Each Lender agrees to use commercially reasonable efforts to coordinate with the other Lenders in exercising their respective
rights under this paragraph (g) and under Section 5.03(e) with a view to minimizing duplication of
effort and expense by the Borrower.


 


(h)            Opinions
as to Collateral. On or before each five (5) year anniversary of the Closing Date until the Final Maturity Date, the
Borrower shall furnish to the Agents an opinion of counsel, addressed to the Borrower, the Lenders and the Agents, relating to
the continued perfection of the security interest granted by the Borrower to the Collateral Agent hereunder.


 


(i)            No
Other Business. The Borrower shall not engage in any business or activity other than borrowing Advances pursuant to this Agreement,
originating, funding, acquiring, owning, holding, administering, selling, enforcing, lending, exchanging, redeeming, pledging,
contracting for the management of and otherwise dealing with Loans, Eligible Investments and the other Collateral in connection
therewith and entering into and performing its obligations under the Facility Documents, any applicable Related Documents and
any other agreements contemplated by this Agreement, and shall not engage in any activity or take any other action that would
cause the Borrower to be subject to U.S. Federal or material state or local income tax on a net income basis.


 


(j)            Tax
Matters. The Borrower shall (and each Lender hereby agrees to) treat the Advances as debt for U.S. federal income tax purposes
and will take no contrary position, except to the extent required by law. Assuming that such treatment is correct, the Borrower
shall at all times maintain its status as an entity disregarded as an entity separate from its owner for U.S. federal income tax
purposes. The Borrower shall at all times ensure that its owner is and will remain a United States person as defined by Section 7701(a)(30)
of the Code. Notwithstanding any contrary agreement or understanding, the Collateral Manager, the Borrower, the Agents and the
Lenders (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without
limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials
of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure.
The foregoing provision shall apply from the beginning of discussions between the parties. For this purpose, the tax treatment
of a transaction is the purported or claimed U.S. tax treatment of the transaction under applicable U.S. federal, state or local
law, and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. tax
treatment of the transaction under applicable U.S. federal, state or local law.


 






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(k)            Collections.
The Borrower (or the Collateral Manager on behalf of the Borrower) shall direct all Obligors or related administrative and paying
agents under the Related Documents to remit all Collections directly to the Collection Account.


 


(l)             Priority
of Payments. The Borrower shall direct the Collateral Agent to apply all Interest Proceeds and Principal Proceeds solely in
accordance with the provisions of this Agreement.


 


(m)           Information
and Reports. Each Notice of Borrowing, each Monthly Report and all other written information, reports, certificates and statements
furnished by or on behalf of the Borrower to any Secured Party for purposes of or in connection with this Agreement, the other
Facility Documents or the transactions contemplated hereby or thereby shall be true, complete and correct in all material respects
as of the date such information is stated or certified; provided that solely with respect to information furnished
by the Borrower which was provided to the Borrower from an Obligor with respect to a Collateral Loan, such information shall only
need to be true, complete and correct in all material respects to the actual knowledge of the Borrower.


 


(n)            Compliance
with Legal Opinions. The Borrower shall take all other actions necessary to maintain the accuracy of the factual assumptions
set forth in the legal opinions of Winston & Strawn LLP, as counsel to the Borrower, issued in connection with the Purchase
and Contribution Agreement and relating to the issues of substantive consolidation and true sale of certain Loans.


 


Section 5.02.     Negative
Covenants of the Borrower. The Borrower covenants and agrees that until the date that
all Obligations have been paid in full, other than contingent indemnification obligations as to which no claim giving rise thereto
has been asserted, and all Commitments hereunder have been terminated:


 


(a)            Restrictive
Agreements. It shall not enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes
any condition upon its ability to create, incur, assume or suffer to exist any Lien (other than Permitted Liens) upon any of its
property or revenues constituting Collateral, whether now owned or hereafter acquired, to secure its obligations under the Facility
Documents other than this Agreement and the other Facility Documents.


 






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(b)            Liquidation;
Merger; Sale of Collateral. It shall not consummate any plan of division, plan of liquidation, dissolution, partial liquidation,
merger or consolidation (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise
dispose of any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect
to any part of its assets, except as expressly permitted by Section 10.01 of this Agreement (including in connection
with the repayment in full of the Obligations) or with the prior written consent of the Required Lenders.


 


(c)            Amendments
to Constituent Documents, etc. Without the consent of the Administrative Agent, (i) it shall not amend, modify or
take any action inconsistent with its Constituent Documents and (ii) it will not amend, modify or waive any term or provision
in any Facility Document (other than in accordance with its terms, including any provision thereof requiring the consent of the
Administrative Agent or all or a specified percentage of the Lenders).


 


(d)            ERISA.
Neither it nor any member of the ERISA Group shall establish any Plan or Multiemployer Plan.


 


(e)            Liens.
It shall not create, assume or suffer to exist any Lien on any of its assets now owned or hereafter acquired by it at any time,
except for Permitted Liens.


 


(f)             Margin
Requirements. It shall not (i) extend credit to others for the purpose of buying or carrying any Margin Stock in such
a manner as to violate Regulation T or Regulation U or (ii) use all or any part of the proceeds of any Advance, whether directly
or indirectly, and whether immediately, incidentally or ultimately, for any purpose that violates the provisions of the Regulations
of the Board of Governors, including, to the extent applicable, Regulation U and Regulation X.


 


(g)            Restricted
Payments. It shall not make, directly or indirectly, any Restricted Payment (whether in the form of cash or other assets)
or incur any obligation (contingent or otherwise) to do so; provided that the Borrower may make Restricted Payments
to its members in respect of their membership interests in the Borrower (i) on any day, with amounts paid to the Borrower
pursuant to Section 9.01 on any applicable Payment Date (ii) at any time with Principal Proceeds, subject to
satisfaction of the requirements set forth in Section 8.02(b) and (iii) at any time during the Revolving
Period, with the proceeds of any Advance so long as (x) the conditions precedent to such Advance set forth in Section 4.02
are satisfied, (y) no Default or Event of Default shall have occurred and be continuing or result from such Restricted
Payment and (z) none of the proceeds from such Advance are needed to settle the acquisition of any Eligible Loan.


 


(h)            Changes
to Filing Information. It shall not change its name, its chief place of business, its chief executive office, the office in
which the Borrower maintains its principal books and records or its jurisdiction of organization, unless it gives ten days’
prior written notice to the Agents and takes all actions necessary to protect and perfect the Collateral Agent’s perfected
security interest in the Collateral and promptly files appropriate amendments to all previously filed financing statements that
are necessary to continue to perfect the security interests of the Collateral Agent under this Agreement under each method of
perfection required herein with respect to the Collateral (and shall provide copy of such amendments to the Collateral Agent and
the Administrative Agent).


 






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(i)             Transactions
with Affiliates. Except as permitted or required under the Facility Documents, it shall not sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates (including, without limitation, sales of Defaulted Loans and other Loans) unless such
transaction is upon terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction
with a Person that is not an Affiliate (it being agreed that any purchase or sale at par shall be deemed to comply with this provision).


 


(j)             Investment
Company Restriction. It shall not become required to register as an “investment company” under the Investment
Company Act.


 


(k)            Subject
Laws. It shall not utilize directly or indirectly the proceeds of any Advance for the benefit of any Person controlling, controlled
by, or under common control with any other Person, whose name appears on the List of Specially Designated Nationals and Blocked
Persons maintained by OFAC or otherwise in violation of any Subject Laws.


 


(l)             No
Claims Against Advances. Subject to Applicable Law, it shall not claim any credit on, make any deduction from, or dispute
the enforceability of payment of the principal or interest payable (or any other amount) in respect of the Advances or assert
any claim against any present or future Lender, by reason of the payment of any taxes levied or assessed upon any part of the
Collateral.


 


(m)           Indebtedness;
Guarantees; Securities; Other Assets. It shall not incur or assume or guarantee any indebtedness, obligations (including contingent
obligations) or other liabilities, or issue any additional securities, whether debt or equity, in each case other than (i) pursuant
to or as expressly permitted by of this Agreement or (ii) pursuant to customary indemnification and expense reimbursement
and similar provisions under the Related Documents or otherwise in the ordinary course of business as is customary for Special
Purpose Entities. The Borrower shall not acquire any Loans or other property other than as expressly permitted hereunder; it being
understood and agreed that the Borrower shall be permitted to acquire Loans from its Affiliates and from unaffiliated third parties.


 


(n)            Validity
of this Agreement. It shall not (i) take any action to permit or fail to take any action that would cause the validity
or effectiveness of this Agreement or any grant of Collateral hereunder to be impaired, or permit the lien of this Agreement to
be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations
with respect to this Agreement (except in accordance with its terms) and (ii) take any action that would permit the Lien
of this Agreement not to constitute a valid first priority security interest in the Collateral (subject to Permitted Liens).


 






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(o)            [Reserved].


 


(p)            Subsidiaries.
It shall not have or permit the formation of any subsidiaries (other than equity interests in Obligors in connection with the
exercise of any remedies with respect to a Collateral Loan or any exchange offer, work-out or restructuring of a Collateral Loan).


 


(q)            Name.
It shall not conduct business under any name other than its own.


 


(r)            Employees.
It shall not have any employees (other than officers and directors to the extent they are employees).


 


(s)            Non-Petition.
The Borrower shall not be party to any agreements under which it has any material obligations or liability (direct or contingent)
without using commercially reasonable efforts to include customary “non-petition” and “limited recourse”
provisions therein (and shall not amend or eliminate such provisions in any agreement to which it is party), except for loan agreements,
related loan documents, bond indentures and related bond documents, any agreements related to the purchase and sale of any Loans
which contain customary (as determined by the Collateral Manager) purchase or sale terms or which are documented using customary
(as determined by the Collateral Manager) loan trading documentation, and customary service contracts and engagement letters entered
into with Permitted Agents in connection with the Loans.


 


(t)            Certificated
Securities. The Borrower shall not acquire or hold any Certificated Securities in bearer form (other than securities not required
to be in registered form under Section 163(f)(2)(A) of the Code) in a manner that does not satisfy the requirements
of United States Treasury Regulations section 1.165-12(c) (as determined by the Collateral Manager).


 


(u)            Independent
Manager. The Borrower shall at all times (other than in connection with the resignation, death, incapacity or disability of
a current independent manager) maintain at least one independent manager who (A) for the five year period prior to his or
her appointment as independent manager has not been, and during the continuation of his or her service as independent manager,
is not: (i) an employee, manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other
than his or her service as an independent manager of the Borrower or any of its Affiliates that are structured to be “bankruptcy
remote”), (ii) a significant customer or supplier of the Borrower or any of its Affiliates, (iii) a Person controlling
or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Borrower or any Affiliate
of the Borrower, or (iv) any member of the immediate family of a Person described in clauses (i), (ii) or (iii);
provided that an independent manager may serve in similar capacities for other special purpose entities established
from time to time by Affiliates of the Borrower and (B) is a Professional Independent Manager. The criteria set forth above
in this Section 5.02(u) are referred to herein as the “Independent Manager Criteria”. The
Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “independent
manager” for purposes of this Agreement, such notice shall be delivered not less than ten days prior to the proposed effective
date of such appointment (unless such appointment is due to the resignation, death, incapacity, disability or unwillingness to
serve of the prior independent manager, in which case the Borrower shall deliver notice promptly upon identifying the successor
independent manager) and shall certify that the designated Person satisfies the Independent Manager Criteria. Except for the appointment
of a successor independent manager employed by any of AMACAR Group LLC, Citadel SPV, Global Securitization Services, LLC, Lord
Securities Corporation, Puglisi & Associates or CT Corporation following the death, disability or incapacity of the previous
independent manager, the Borrower shall not appoint a new manager as the independent manager without first confirming that such
proposed new independent manager is acceptable to the Administrative Agent as evidenced in a writing executed by the Administrative
Agent. In no event shall any Independent Manager be removed or expelled except as permitted under the Borrower’s Constituent
Documents.


 






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(v)            Changes
to Related Documents. If any amendment, consent, waiver or other modification with respect to a Related Document (other than
a Defaulted Loan or an Ineligible Loan) would constitute a Material Modification, then the Borrower shall not cause or vote in
favor of any such Material Modification, if such Material Modification would result in the occurrence of a Default or Event of
Default, without the written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed).


 


(w)           Anti-Corruption
and Sanctions. The Borrower will not request any Borrowing, and shall not use the proceeds of any Borrowing (i) in furtherance
of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person
in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business
or transaction of or with any Sanctioned Person or in any Sanctioned Country or (iii) in any manner that would result in
the violation of any Sanctions applicable to the Borrower.


 


Section 5.03.     Affirmative
Covenants of the Collateral Manager. The Collateral Manager covenants and agrees that
until the date that all Obligations have been paid in full, other than contingent indemnification obligations as to which no claim
giving rise thereto has been asserted, and all Commitments hereunder have been terminated:


 


(a)            Compliance
with Agreements, Laws, Etc. It shall (i) duly observe, comply in all material respects with all Applicable Laws relative
to the conduct of its business or to its assets, (ii) preserve and keep in full force and effect its legal existence, (iii) preserve
and keep in full force and effect its rights, privileges, qualifications and franchises, except where the failure to do so could
not reasonably be expected to result in a Material Adverse Effect, (iv) comply in all material respects with the terms and
conditions of each Facility Document, Constituent Document and each Related Document to which it is a party, and (v) obtain,
maintain and keep in full force and effect all Governmental Authorizations, Private Authorizations and Governmental Filings which
are necessary to carry out its business and the transactions contemplated to be performed by it under the Facility Documents,
the Constituent Documents and the Related Documents to which it is a party.


 






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(b)            Enforcement.
(i)  It shall not take any action, and will use commercially reasonable efforts not to permit any action to be taken by others,
that would release any Person from any of such Person’s covenants or obligations under any instrument included in the Collateral,
except in the case of (A) repayment of Collateral Loans, (B) subject to the terms of this Agreement, (1) amendments
to Related Documents that govern Defaulted Loans or Ineligible Loans, (2) amendments to Collateral Loans in accordance with
the Credit and Collection Policies and the Collateral Management Standard, and (3) actions taken in connection with the work-out
or restructuring of any Collateral Loan in accordance with the provisions hereof, and (C) other actions by the Collateral
Manager to the extent not prohibited by this Agreement or as otherwise required hereby.


 


(ii)            It
will not, without the prior written consent of the Administrative Agent and the Required Lenders, contract with other Persons
for the performance of actions and obligations to be performed by the Collateral Manager hereunder. Notwithstanding any such arrangement,
the Collateral Manager shall remain primarily liable with respect thereto. In the event of such contract, the performance of such
actions and obligations by such Persons shall be deemed to be performance of such actions and obligations by the Collateral Manager,
and the Collateral Manager will punctually perform all of its obligations and agreements contained in this Agreement or any such
other agreement.


 


(c)            Further
Assurances. It shall promptly at the Borrower’s expense, execute and deliver such further instruments and take such
further action in order to maintain and protect the Collateral Agent’s first-priority perfected security interest in the
Collateral pledged by the Borrower for the benefit of the Secured Parties free and clear of any Liens (subject to Permitted Liens)
in all appropriate jurisdictions. The Collateral Manager shall promptly take, at the Borrower’s
expense, such further action necessary to establish and protect the rights, interests and remedies created or intended to be created
under this Agreement in favor of the Secured Parties in the Collateral, including all actions which are necessary to (x) enable
the Secured Parties to enforce their rights and remedies under this Agreement and the other Facility Documents, and (y) effectuate
the intent and purpose of, and to carry out the terms of, the Facility Documents.


 


In addition, the Collateral
Manager will take such reasonable action from time to time as shall be necessary to ensure that all assets (including all Covered
Accounts, but excluding all Excluded Amounts) of the Borrower constitute “Collateral” hereunder. Subject to
the foregoing, the Collateral Manager will at the Borrower’s expense, take such other action (including executing and delivering
or authorizing for filing any required UCC financing statements) as shall be necessary to create and perfect a valid and enforceable
first-priority security interest on all Collateral acquired by the Borrower as collateral security for the Obligations in
all appropriate jurisdictions.


 


(d)            Access
to Records and Documents. It shall permit the Administrative Agent and each Lender (or any Person designated by the Administrative
Agent or such Lender) to, upon reasonable advance notice (which, so long as no Event of Default shall have occurred and be continuing,
shall not be less than five Business Days) and during normal business hours, visit and inspect and make copies thereof at reasonable
intervals (i) its books, records and accounts relating to its business, financial condition, operations, assets and its performance
under the Facility Documents and the Related Documents and to discuss the foregoing with its and such Person’s officers,
partners, employees and accountants, and (ii) all of its Related Documents, in each case all as often as the Administrative
Agent or the Lenders may reasonably request; provided that so long as no Event of Default has occurred, each Person
entitled to so visit and inspect the Collateral Manager’s records under this paragraph (d) may only exercise
its rights under this paragraph (d) twice during any fiscal year of the Collateral Manager (it being understood that
the Borrower shall be responsible for all costs and expenses for only one such visit per fiscal year absent the occurrence and
continuance of an Event of Default). The Administrative Agent and each Lender agrees to use commercially reasonable efforts to
coordinate with each other Lender in exercising their respective rights under this paragraph (d) and under Section 5.01(e) with
a view to minimizing duplication of effort and expense by the Borrower and the Collateral Manager.


 






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(e)            Audit
Rights. It will permit the Administrative Agent and any Lender (or any representatives thereof (including any consultants,
accountants, lawyers and appraisers)) to conduct evaluations and appraisals of the Collateral Manager’s computation of the
Borrowing Base and the assets included in the Borrowing Base at least once and no more than twice during any fiscal year of the
Collateral Manager. The Borrower shall pay the reasonable and documented fees and expenses of any representatives retained by
the Administrative Agent or any Lender to conduct any such evaluation or appraisal; provided that (i) the Borrower
shall not be required to pay such fees and expenses for more than one such evaluation or appraisal during any calendar year unless
an Event of Default has occurred and is continuing and (ii) such evaluation or appraisal shall not be duplicative of any
audit under Section 5.01(g). Each Lender agrees to use commercially reasonable terms to coordinate with the other
Lenders in exercising their respective rights under this paragraph (e) and under paragraph (d) above with
a view to minimizing duplication of effort and expense by the Borrower.


 


(f)             Independent
Manager. The Collateral Manager shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower
as the “independent manager” for purposes of this Agreement, such notice shall be delivered not less than ten days
prior to the proposed effective date of such appointment (unless such appointment is due to the resignation, death, incapacity,
disability or unwillingness to serve of the prior independent manager, in which case the Collateral Manager shall deliver notice
promptly upon receipt of knowledge of such resignation) and shall certify that the designated Person satisfies the Independent
Manager Criteria.


 


(g)            Information
and Reports. Each Notice of Borrowing, each Monthly Report and all other written information, reports, certificates and statements
furnished by or on behalf of the Collateral Manager to any other Secured Party for purposes of or in connection with this Agreement,
the other Facility Documents or the transactions contemplated hereby or thereby shall be true, complete and correct in all material
respects as of the date such information is stated or certified; provided that solely with respect to information
furnished by the Collateral Manager which was provided to the Collateral Manager from an Obligor with respect to a Collateral
Loan, such information shall only need to be true, complete and correct in all material respects to the actual knowledge of the
Collateral Manager.


 






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(h)            Amendments
to Administration Agreement and Advisory Agreement. The Collateral Manager shall notify the Administrative Agent of any proposed
amendment or modification of the Administration Agreement or the Advisory Agreement. Such notice shall be delivered not less than
ten days prior to the proposed effective date of such amendment or modification.


 


Section 5.04.     Negative
Covenants of the Collateral Manager. The initial Collateral Manager covenants and agrees
that until the date that all Obligations have been paid in full, other than contingent indemnification obligations as to which
no claim giving rise thereto has been asserted, and all Commitments hereunder have been terminated:


 


(a)            Restrictive
Agreements. It shall not enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes
material any condition upon its ability to perform its obligations under the Facility Documents.


 


(b)            Validity
of this Agreement. It shall not (i) take any action to permit or fail to take any action that would cause the validity
or effectiveness of this Agreement or any grant of Collateral hereunder to be impaired, or permit the lien of this Agreement to
be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations
with respect to this Agreement (except in accordance with its terms) and (ii) except as permitted by this Agreement, take
any action that would permit the lien of this Agreement not to constitute a valid first priority security interest in the Collateral
(subject to Permitted Liens).


 


(c)            Liquidation;
Merger; Disposition of Assets. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger or
consolidation (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose
of all or substantially all of its assets or enter into any agreement or commitment to do so, except (i) with the prior written
consent of the Required Lenders and (ii) that the Collateral Manager shall be allowed to merge with any entity so long as
the Collateral Manager remains the surviving corporation of such merger, with a net worth not less than the net worth of the Collateral
Manager immediately prior to such merger, and such merger does not result in an Event of Default under Section 6.2(g)(ii).
The Collateral Manager shall give 30 days prior written notice of any merger to the Administrative Agent and the Collateral Agent.


 


(d)            Changes
to Related Documents. If any amendment, consent, waiver or other modification with respect to a Related Document (other than
a Defaulted Loan or an Ineligible Loan) would constitute a Material Modification, then the Collateral Manager shall not cause
or vote in favor of any such Material Modification, if such Material Modification would result in the occurrence of a Default
or Event of Default, without the written consent of the Administrative Agent (such consent not to be unreasonably withheld or
delayed).


 






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(e)            Certain
Amendments to Administration Agreement and Advisory Agreement. The Collateral Manager shall not agree to any amendment or
modification of the Administration Agreement or the Advisory Agreement if any such amendment or modification has or could reasonably
be expected to have a material adverse effect on the pool of Collateral, the Collateral Manager’s ability to manage the
pool of Collateral or the Lenders.


 


Section 5.05.     Certain
Undertakings Relating to Separateness. (a) Without limiting any, and subject to
all, other covenants of the Borrower contained in this Agreement, the Borrower shall conduct its business and operations separate
and apart from that of any other Person (including the Collateral Manager and any of its Affiliates, the BDC and their respective
Affiliates) and in furtherance of the foregoing:


 


(1)            The
Borrower shall maintain its accounts, financial statements, books, accounting and other records, and other Borrower documents
separate from those of any other Person, provided that the Borrower may be consolidated with the BDC solely for tax and
accounting purposes.


 


(2)            The
Borrower shall not commingle or pool any of its funds or assets with those of any Affiliate or any other Person (other than as
expressly contemplated herein with respect to the Excluded Amounts), and it shall hold all of its assets in its own name, except
as otherwise permitted or required under the Facility Documents.


 


(3)            The
Borrower shall conduct its own business in its own name and, for all purposes, shall not operate, or purport to operate, collectively
as a single or consolidated business entity with respect to any Person.


 


(4)            The
Borrower shall pay its own debts, liabilities and expenses (including overhead expenses, if any) only out of its own assets as
the same shall become due.


 


(5)            The
Borrower has observed, and shall observe all (A) limited liability company formalities and (B) other organizational
formalities, in each case to the extent necessary or advisable to preserve its separate existence, and shall preserve its existence,
and it shall not, nor shall it permit any Affiliate or any other Person to, amend, modify or otherwise change its limited liability
company agreement in a manner that would adversely affect the existence of the Borrower as a bankruptcy-remote special purpose
entity.


 


(6)            The
Borrower shall not (A) guarantee, become obligated for, or hold itself or its credit out to be responsible for or available
to satisfy, the debts or obligations of any other Person or (B) control the decisions or actions respecting the daily business
or affairs of any other Person except as permitted by or pursuant to the Facility Documents.


 


(7)            The
Borrower shall, at all times, hold itself out to the public as a legal entity separate and distinct from any other Person provided
that the assets of the Borrower may be consolidated into the BDC for accounting purposes and included in consolidated financial
statements of the BDC.


 






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(8)            The
Borrower shall not identify itself as a division of any other Person.


 


(9)            The
Borrower shall maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify
its individual assets from those of any Affiliate or any other Person.


 


(10)          The
Borrower shall not use its separate existence to perpetrate a fraud in violation of Applicable Law.


 


(11)          The
Borrower shall not, in connection with the Facility Documents, act with an intent to hinder, delay or defraud any of its creditors
in violation of Applicable Law.


 


(12)          The
Borrower shall maintain an arm’s length relationship with its Affiliates and the Collateral Manager.


 


(13)          Except
as permitted by or pursuant to the Facility Documents, the Borrower shall not grant a security interest or otherwise pledge its
assets for the benefit of any other Person.


 


(14)          Except
as provided in the Facility Documents, the Borrower shall not acquire any securities or debt instruments of the Collateral Manager,
its Affiliates or any other Person.


 


(15)          The
Borrower shall not make loans or advances to any Person, except for the Collateral Loans and as permitted by or pursuant to the
Facility Documents.


 


(16)          The
Borrower shall make no transfer of its assets except as permitted by or pursuant to the Facility Documents.


 


(17)          The
Borrower shall file its own tax returns separate from those of any other Person or entity, except to the extent that the Borrower
is not required to file tax returns under applicable law or is not permitted to file its own tax returns separate from those of
any other Person.


 


(18)          The
Borrower shall not acquire obligations or securities of its members.


 


(19)          The
Borrower shall use separate stationery, invoices and checks.


 


(20)          The
Borrower shall correct any known misunderstanding regarding its separate identity.


 


(21)          The
Borrower shall maintain adequate capital in light of its contemplated business operations.


 






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(22)          The
Borrower shall at all times be organized as a special purpose entity with organizational documents substantially similar in all
material respects to those in effect on the Closing Date.


 


(23)          The
Borrower shall at all times conduct its business so that any assumptions made with respect to the Borrower in any “substantive
non-consolidation” opinion letter delivered in connection with the Facility Documents will continue to be true and correct
in all material respects.


 


Article VI


 


Events
of Default


 


Section 6.01.     Events
of Default. “Event of Default”, wherever used herein, means any one
of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):


 


(a)            a
default by the Borrower in the payment, when due and payable, of any interest on or Commitment Fee in respect of the Advances
and such default is not cured within two (2) Business Days; or


 


(b)            the
failure to reduce the outstanding Advances to $0 on the Final Maturity Date; or


 


(c)            (i) the
Borrower becomes an investment company required to be registered under the Investment Company Act or (ii) the BDC ceases
to be an “investment company” that has elected to be regulated as a “business development company” within
the meaning of the Investment Company Act or to be qualified as a “regulated investment company” for purposes of the
Code; or


 


(d)            except
as otherwise provided in this Section 6.01, (i) a failure by the Borrower to deliver (or cause to be delivered)
any Monthly Report, Borrowing Base Calculation Statement, quarterly financial report pursuant to Section 5.01(d)(ii) or
notice of a Default or Event of Default pursuant to Section 5.01(d)(iv) when due and such default is not cured
within three Business Days; or (ii) a default in the performance, or breach in a covenant by the Borrower with respect to
the management and distribution of funds received with respect to the Collateral Loans and such default is not cured within two
Business Days; (iii) a failure by the Borrower to deliver (or cause to be delivered) any material information requested by
the Administrative Agent or the Required Lenders pursuant to Section 5.01(d)(v) within ten (10) Business
Days of such request; or (iv) a default in any material respect in the performance, or breach in any material respect, of
any other covenant or other agreement of the Borrower, the Collateral Manager or the BDC under this Agreement or the other Facility
Documents (other than failure to comply with any Concentration Limitation or any Portfolio Quality Test), or the failure of any
representation or warranty of the Borrower or the BDC made in this Agreement, in any other Facility Document or in any certificate
or other writing delivered pursuant hereto or thereto or in connection herewith or therewith to be correct in each case in all
material respects when the same shall have been made, and the continuation of such default, breach or failure for a period of
thirty (30) days after the earlier of (x) written notice to the Borrower or the Collateral Manager (which may be by email)
by the Administrative Agent, the Collateral Agent (acting at the direction of the Administrative Agent) or the Collateral Manager
(as the case may be), and (y) actual knowledge of the Borrower, the BDC or the Collateral Manager; or


 






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(e)            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 $5,000,000 against the BDC, or $500,000 against the Borrower (exclusive
of any amounts fully covered by insurance), and the aforementioned parties shall not have either (x) discharged or provided
for the discharge of any such judgment, decree or order in accordance with its terms or (y) 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, in each case,
within sixty days from the date of entry thereof; or


 


(f)             an
Insolvency Event relating to the Borrower or the BDC occurs; or


 


(g)            any
Collateral Manager Termination Event shall have occurred and be continuing; or


 


(h)            (i) any
Facility Document to which the Borrower or the BDC is a party shall (except in accordance with its terms) terminate, cease to
be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower or the BDC, as the case may
be or (ii) the Borrower, the BDC or any of their Affiliates shall, directly or indirectly, contest in any manner the effectiveness,
validity, binding nature or enforceability of any Facility Document or any Lien purported to be created thereunder; or


 


(i)             (i) the
Internal Revenue Service shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any assets of the
Borrower and such Lien shall not have been released within five (5) Business Days or (ii) the PBGC shall file notice
of a Lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower and such Lien shall not have
been released within five (5) Business Days, unless in each case a reserve has been established therefor in accordance with
GAAP and such action is being diligently contested in good faith by appropriate proceedings (except to the extent that the amount
secured by such Lien exceeds $750,000); or


 


(j)             a
Change of Control occurs with respect to the Borrower; or


 


(k)            the
BDC shall fail to maintain unencumbered liquidity (calculated as the sum of (i) cash or cash equivalents, (ii) committed,
undrawn and available amounts under any of the BDC’s facilities, (iii) loans that would constitute Collateral Loans
hereunder if they were sold or contributed to the Borrower and (iv) the amount (if any) by which the Borrowing Base on such
date exceeds the aggregate outstanding principal amount of Advances hereunder) in an amount at least equal to the greater of (A) the
sum of (x) the product of (x1)
the Principal Balance of the single largest Collateral Loan multiplied by (y2)
the applicable Advance Rate and (y) in the event one or more Approved Foreign Currency denominated
Loans are included in the Borrowing Base on the applicable date of determination, minus (in the case of an increase) or
plus (in the case of a decrease) the aggregate cumulative amount (if any) by which the Borrowing Base is adjusted as of
such date of determination solely as a result of the redetermination of the Dollar Equivalent of any such Approved Foreign Currency
denominated Collateral Loans (and not as a result of a change in the Principal Balance thereof) as compared with the initial determination
of the Dollar Equivalent of such Approved Foreign Currency denominated Collateral Loan on the date such Approved Foreign Currency
denominated Loan was acquired by the Borrower and (B) the Net Aggregate Exposure Equity Amount; or


 






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(l)             the
Borrower ceases to have a valid ownership interest in all of the Collateral (subject to Permitted Liens) or the Collateral Agent
shall fail to have a first priority perfected security interest in any part of the Collateral (other than in respect of a de minimis
amount of Collateral and subject to Permitted Liens); or


 


(m)           the
Borrower shall assign or attempt to assign any of its rights, obligations, or duties under the Facility Documents without the
prior written consent of each Lender; or


 


(n)            the
Interest Coverage Ratio Test shall not be satisfied as of any Determination Date; or


 


(o)            the
Maximum Advance Rate Test shall not be satisfied and such failure shall continue for three (3) Business Days; or


 


(p)            the
Borrower shall fail to maintain at least one independent manager as required pursuant to Section 5.02(u), provided
that, upon the resignation, death, disability, incapacity or unwillingness to serve of the current independent manager, the
Borrower shall have 10 Business Days to replace such independent manager with a successor independent manager that satisfies the
Independent Manager Criteria;


 


(q)            as
of the Monthly Reporting Date that immediately follows the date that, pursuant to Section 5.01(d)(ii), the Borrower
delivers the financial statements of the BDC for the fiscal quarter ended March 31, 2020, and thereafter, the BDC’s
equity determined in accordance with GAAP and as shown in the BDC’s most recently delivered quarterly consolidated financials
and audited annual consolidated financial statements shall be less than 50% of the amount of contributed capital less accumulated
distributed redemptions; or


 


(r)             as
of the Monthly Reporting Date that immediately follows the date that, pursuant to Section 5.01(d)(ii), the Borrower
delivers the financial statements of the BDC for the fiscal quarter ended March 31, 2020, and thereafter, the BDC’s
ratio of debt to equity (calculated as a percentage), as determined in accordance with GAAP and as shown in the BDC’s most
recently delivered quarterly consolidated financial statements and annual audited consolidated financial statements, exceeds 200%.


 






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Section 6.02.     Remedies
upon an Event of Default. (a)  Upon a Responsible Officer of the Borrower or Collateral
Manager obtaining knowledge of the occurrence of an Event of Default, each of the Borrower and the Collateral Manager shall notify
each other and the Agents, in accordance with Section 5.01(d)(iv). Upon the occurrence of an Event of Default known
to a Responsible Officer of the Collateral Agent, the Collateral Agent shall promptly notify the Administrative Agent (which will
notify the Lenders promptly) of such Event of Default in writing.


 


(b)            Upon
the occurrence and during the continuance of any Event of Default, in addition to all rights and remedies specified in this Agreement
and the other Facility Documents, including Article VII, and the rights and remedies of a secured party under Applicable
Law, including the UCC (which rights shall be cumulative), the Administrative Agent shall, at the request of, or may with the
consent of, the Required Lenders, by notice to the Borrower (with a copy to the Collateral Agent), do any one or more of the following:
(1) declare the Commitments to be terminated forthwith, whereupon the Commitments shall forthwith terminate, and (2) declare
the principal of and the accrued interest on the Advances and all other amounts whatsoever payable by the Borrower hereunder to
be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest
or other formalities of any kind, all of which are hereby waived by the Borrower; provided that, upon the occurrence
of any Event of Default described in clause (f) of Section 6.01, the Commitments shall automatically terminate
and the Advances and all such other amounts shall automatically become due and payable, without any further action by any party.
The Borrower and the Collateral Manager hereby agree that they will, at the Borrower’s expense and at the direction of the
Administrative Agent, (i) assemble all or any part of the Collateral 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 that is reasonably convenient
to such parties and (ii) without notice except as specified below, sell the Collateral or any part thereof at a public or
private sale in accordance with applicable law. The Administrative Agent shall provide notice to the Borrower, Collateral Manager
or the BDC of its election to sell the Collateral hereunder on the date that is 13 Business Days prior to the proposed date of
such sale (the date such notice is delivered, the “Collateral Sale Notice Date”), and the Borrower agrees that
such notice shall constitute reasonable notification. All cash proceeds received by the Administrative Agent or Collateral Agent
in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (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 9.01(a)(iii).


 


If the Administrative
Agent elects to sell the Collateral in whole or in part, at a public or private sale, the Borrower, the BDC, the Collateral Manager
(so long as it is an Affiliate of the BDC) or any of their respective Affiliates or assignees shall have the right of first refusal
to repurchase the Collateral, in whole but not in part, prior to such sale at a purchase price that is equal to the amount of
the Obligations as of the date of such proposed sale. Such right of first refusal shall terminate not later than 4:00 p.m. on
the twelfth Business Day following the Collateral Sale Notice Date.


 






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If none of the Borrower,
the BDC, the Collateral Manager or any of their respective Affiliates or assignees elects to exercise its right of first refusal,
the Administrative Agent may sell such Collateral or portion thereof. For the avoidance of doubt, the Borrower, the BDC, the Collateral
Manager or their respective Affiliates or assignees may participate in any public or private sale of the Collateral directed by
the Administrative Agent.


 


(c)            In
addition, upon the occurrence and during the continuation of an Event of Default, following written notice by the Administrative
Agent (provided in its sole discretion or at the direction of the Required Lenders) of the exercise of control rights with respect
to the Collateral, which notice shall be delivered to the Borrower, the BDC and the Collateral Manager (with a copy to the Collateral
Agent): (w) the Collateral Manager’s power to consent to modifications to and direct the acquisition, sales and other
dispositions of Collateral Loans will be immediately suspended, (x) the Collateral Manager will be required to obtain the
consent of the Administrative Agent before causing the Borrower to agree to any modification of any Collateral Loan or before
causing the Borrower to acquire, sell or otherwise dispose of any Collateral Loan, and (y) the Collateral Manager (so long
as it is an Affiliate of the Borrower) will cause the Borrower to sell or otherwise dispose of any Collateral Loan as directed
by the Administrative Agent in its sole discretion (so long as, in the case of this clause (y), the Collateral Manager
and the BDC are afforded a commercially reasonable opportunity to bid for and acquire such Collateral Loan in such sale or disposition).


 


Section 6.03.     Collateral
Manager Termination Events. “Collateral Manager Termination Event”,
wherever used herein, means any one of the following events (whatever the reason for such Collateral Manager Termination Event
and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or governmental body):


 


(a)            any
Event of Default shall have occurred and be continuing; or


 


(b)            the
Collateral Manager is required to be registered under the Investment Company Act and is not registered; or


 


(c)            except
as otherwise provided in this Section 6.03, (i) a failure by the Collateral Manager to deliver (or cause to be
delivered) any Monthly Report or Borrowing Base Calculation Statement when due and such default is not cured within three Business
Days; or (ii) a default in the performance or breach in a covenant by the Collateral Manager with respect to the management
and distribution of funds received with respect to the Collateral Loans, and such failure or default is not cured within two Business
Days; or (iii) a default in any material respect in the performance, or breach in any material respect, of any other covenant
or other agreement of the Collateral Manager under this Agreement or the other Facility Documents, or the failure of any representation
or warranty of the Collateral Manager made in this Agreement, in any other Facility Document or in any certificate or other writing
delivered pursuant hereto or thereto or in connection herewith or therewith to be correct in each case in all material respects
when the same shall have been made, and the continuation of such default, breach or failure for a period of thirty days after
the earlier of (x) written notice to the Collateral Manager (which may be by email) by the Administrative Agent or the Collateral
Agent (acting at the direction of the Administrative Agent), and (y) actual knowledge of the Collateral Manager; or


 






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(d)            the
rendering of one or more final judgments, decrees or orders against the Collateral Manager (exclusive of any amounts fully covered
by insurance) by a court or arbitrator of competent jurisdiction for the payment of money in excess individually or in the aggregate
of (i) at any time the Collateral Manager and the Administrator, collectively, have at least $5,000,000,000 in assets under
its management, $5,000,000 or more, or (ii) at any time the Collateral Manager and the Administrator, collectively, have
less than $5,000,000,000 in assets under its management, $2,000,000 or more, and the Collateral Manager shall not have either
(x) discharged or provided for the discharge of any such judgment, decree or order in accordance with its terms or (y) 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,
in each case, within sixty days from the date of entry thereof; or


 


(e)            an
Insolvency Event relating to the Collateral Manager, the Advisor or the Administrator occurs; or


 


(f)             (1) any
Facility Document to which the Collateral Manager is a party shall (except in accordance with its terms) terminate, cease to be
effective or cease to be the legally valid, binding and enforceable obligation of the Collateral Manager, (2) the Collateral
Manager or any of its Affiliates shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature
or enforceability of any Facility Document or any Lien purported to be created thereunder, or (3) any Lien securing any obligation
under any Facility Document shall, in whole or in part (other than in respect of a de minimis amount of Collateral), cease to
be a first priority perfected security interest of the Collateral Agent except for Permitted Liens; or


 


(g)            the
Collateral Manager shall fail to comply with the first sentence of Section 5.04(c); or


 


(h)            any
two of Theodore Koenig, Aaron Peck or Michael Egan shall fail to provide active and material participation in the Adviser’s
or the Administrator’s daily activities, including, but not limited to, general management, underwriting and credit approval
process, and credit monitoring activities and such Persons are not replaced with other individuals satisfactory to the Administrative
Agent in its sole discretion within 60 days; or


 


(i)             any
change to the Credit and Collection Policies that has a material adverse effect at any time on the interests and rights and remedies
of the Administrative Agent, the Collateral Agent or the Lenders without the prior written consent of the Administrative Agent;
or


 


(j)             the
Administrator shall fail to maintain at least $4,000,000,000 of assets (including cash) under management; or


 






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(k)            as
of any Monthly Report Determination Date, the rolling trailing 6-month average Collateral Default Ratio shall exceed 7%; or


 


(l)             (i) one
or more acts (including any failure(s) to act) by the Collateral Manager, the Advisor or the Administrator occurs that constitutes
fraud (as determined in a final, non-appealable adjudication by a court of competent jurisdiction) in the performance of its asset
management business or (ii) the Collateral Manager, the Advisor or the Administrator or any of their respective senior officers
is convicted of (with no further right of appeal) a felony criminal offense materially related to its asset management business
and, in each case, such Person is not replaced or does not cease to have responsibility for asset management activities, within
60 days of the applicable adjudication or conviction; or


 


(m)           the
Advisory Agreement or the Administration Agreement is terminated without the prior written consent of the Administrative Agent.


 


Section 6.04.     Remedies
upon a Collateral Manager Termination Event. Upon a Responsible Officer of the Borrower
or Collateral Manager obtaining knowledge of the occurrence of Collateral Manager Termination Event, each of the Borrower and
the Collateral Manager shall notify each other and the Agents, specifying the specific Collateral Manager Termination Event(s) that
occurred as well as all other Collateral Manager Termination Events that are then known to be continuing. Upon the occurrence
of a Collateral Manager Termination Event actually known to a Responsible Officer of the Collateral Agent, subject to the immediately
preceding sentence, the Collateral Agent shall promptly notify the Administrative Agent (which will notify the Lenders promptly)
of such Collateral Manager Termination Event in writing.


 


Upon the occurrence
and during the continuance of a Collateral Manager Termination Event, the Administrative Agent, by written notice to the Collateral
Manager (with a copy to the Document Custodian, the Collateral Administrator and the Collateral Agent) (a “Collateral
Manager Termination Notice”), may terminate all of the rights and obligations of the Collateral Manager as Collateral
Manager under this Agreement in accordance with Section 11.09 and appoint a successor Collateral Manager pursuant
to Section 11.09 hereto.


 


Article VII


 


Pledge
of Collateral; Rights of the Collateral Agent


 


Section 7.01.     Grant
of Security. (a) The Borrower hereby grants, pledges, transfers and collaterally
assigns to the Collateral Agent, for the benefit of the Secured Parties, as collateral security for all Obligations, a continuing
security interest in, and a Lien upon, all of the Borrower’s right, title and interest in, to and under, the following property,
in each case whether tangible or intangible, wheresoever located, and whether now owned by the Borrower or hereafter acquired
and whether now existing or hereafter coming into existence (all of the property described in this Section 7.01(a) being
collectively referred to herein as the “Collateral”):


 


(i)             all
Collateral Loans and Related Documents     (listed, as of the
Closing Date, in Schedule 3), both now and hereafter owned, including all collections and other proceeds thereon or with
respect thereto;


 






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(ii)            each
Covered Account and all Money and all investment property (including all securities, all security entitlements with respect to
such Covered Account and all financial assets carried in such Covered Account) from time to time on deposit in or credited to
each Covered Account;


 


(iii)           all
interest, dividends, stock dividends, stock splits, distributions and other money or property of any kind distributed in respect
of the Collateral Loans of the Borrower, which the Borrower is entitled to receive, including all Collections in respect of its
Collateral Loans;


 


(iv)           each
Facility Document (other than this Agreement) and all rights, remedies, powers, privileges and claims under or in respect thereto
(whether arising pursuant to the terms thereof or otherwise available to the Borrower at law or equity), including the right to
enforce each such Facility Document and to give or withhold any and all consents, requests, notices, directions, approvals, extensions
or waivers under or with respect thereto, to the same extent as the Borrower could but for the assignment and security interest
granted to the Collateral Agent under this Agreement;


 


(v)            all
Cash or Money in possession of the Borrower or delivered to the Collateral Agent (or any bailee of the foregoing);


 


(vi)           all
accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit
rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC);


 


(vii)          all
other property of the Borrower and all property of the Borrower which is delivered to the Collateral Agent (or the Document Custodian
on its behalf) by or on behalf of the Borrower (whether or not constituting Collateral Loans or Eligible Investments);


 


(viii)         all
security interests, liens, collateral, property, guaranties, supporting obligations, insurance and other agreements or arrangements
of whatever character from time to time supporting or securing payment of the assets, investments and properties described above;
and


 


(ix)           all
Proceeds of any and all of the foregoing.


 


provided, however, that
the term “Collateral” shall exclude all Excluded Amounts.


 


(b)            All
terms used in this Section 7.01 that are defined in the UCC but are not defined in Section 1.01 shall
have the respective meanings assigned to such terms in the UCC.


 






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Section 7.02.     Release
of Security Interest. If and only if all Obligations have been paid in full (other than
contingent indemnification obligations as to which no claim giving rise thereto has been asserted) and all Commitments have been
terminated, the Collateral Agent, for itself and on behalf of the Secured Parties, shall, at the expense of the Borrower, promptly
execute, deliver and file or authorize for filing such instruments as the Borrower shall reasonably request in order to reassign,
release or terminate the Collateral Agent’s security interest in the Collateral. The Secured Parties acknowledge and agree
that upon the sale or disposition of any Collateral by the Borrower in compliance with the terms and conditions of this Agreement,
the security interest of the Secured Parties in such Collateral shall immediately terminate and the Collateral Agent, for itself
and on behalf of the other Secured Parties, shall, at the expense of the Borrower, execute, deliver and file or authorize for
filing such instrument as the Borrower shall reasonably request to reflect or evidence such termination. Any and all actions under
this Article VII in respect of the Collateral shall be without any recourse to, or representation or warranty by any
Secured Party and shall be at the sole cost and expense of the Borrower and the Collateral Manager.


 


Section 7.03.     Rights
and Remedies. The Collateral Agent (for itself and on behalf of the other Secured Parties)
shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law. Upon the occurrence and during
the continuance of an Event of Default, the Collateral Agent or its designees shall, at, and in accordance with the written direction
of the Administrative Agent or the Required Lenders acting through the Administrative Agent, (i) instruct the Borrower to
deliver any or all of the Collateral, the Related Documents and any other documents relating to the Collateral to the Collateral
Agent or its designees and otherwise give all instructions for the Borrower regarding the Collateral; (ii) sell or otherwise
dispose of the Collateral in a commercially reasonable manner, all without judicial process or proceedings; (iii) take control
of the Proceeds of any such Collateral; (iv) subject to the provisions of the applicable Related Documents, exercise any
consensual or voting rights in respect of the Collateral; (v) release, make extensions, discharges, exchanges or substitutions
for, or surrender all or any part of the Collateral; (vi) enforce the Borrower’s rights and remedies with respect to
the Collateral; (vii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon,
any of the Collateral; (viii) require that the Borrower immediately take all actions necessary to cause the liquidation of
the Collateral in order to pay all amounts due and payable in respect of the Obligations, in accordance with the terms of the
Related Documents; (ix) to redeem or withdraw or cause the Borrower to redeem or withdraw any asset of the Borrower to pay
amounts due and payable in respect of the Obligations; (x) make copies of or, if necessary, remove from the Borrower’s,
the Collateral Manager’s and their respective agents’ place of business all books, records and documents relating
to the Collateral; and (xi) endorse the name of the Borrower upon any items of payment relating to the Collateral or upon
any proof of claim in bankruptcy against an account debtor.


 


The Borrower hereby
agrees that, upon the occurrence and during the continuance of an Event of Default, at the request of the Administrative Agent,
the Collateral Agent (acting at the direction of the Administrative Agent) or the Required Lenders (acting through the Administrative
Agent), it shall execute all documents and agreements which are necessary or appropriate to have the Collateral be assigned to
the Collateral Agent or its designee. For purposes of taking the actions described in clauses (i) through (xi) of
this Section 7.03 the Borrower hereby irrevocably appoints the Collateral Agent as its attorney-in-fact (which appointment
being coupled with an interest and is irrevocable while any of the Obligations remain unpaid, with power of substitution), in
the name of the Collateral Agent or in the name of the Borrower or otherwise, for the use and benefit of the Collateral Agent
(for the benefit of the Secured Parties), but at the cost and expense of the Borrower and, except as permitted by applicable law,
without notice to the Borrower.


 






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Section 7.04.     Remedies
Cumulative. Each right, power, and remedy of the Agents and the other Secured Parties,
or any of them, as provided for in this Agreement or in the other Facility Documents or now or hereafter existing at law or in
equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or
remedy provided for in this Agreement or in the other Facility Documents or now or hereafter existing at law or in equity or by
statute or otherwise, and the exercise or beginning of the exercise by the Agents or any other Secured Party of any one or more
of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by such Persons of any or all such other
rights, powers, or remedies.


 


Section 7.05.     Related
Documents. (a) Each of the Borrower and the Collateral Manager hereby agrees that,
to the extent not expressly prohibited by the terms of the Related Documents, after the occurrence and during the continuance
of an Event of Default, it shall (i) upon the written request of the Administrative Agent or the Collateral Agent (acting
at the direction of the Administrative Agent), promptly forward to such Agent all material information and notices which it receives
under or in connection with the Related Documents relating to the Collateral, and (ii) upon the written request of the Administrative
Agent or the Collateral Agent (acting at the direction of the Administrative Agent), act and refrain from acting in respect of
any request, act, decision or vote under or in connection with the Related Documents relating to the Collateral only in accordance
with the direction of the Administrative Agent.


 


(b)            Each
of the Borrower and the Collateral Manager hereby agrees that, to the extent the same shall be in the Borrower’s or the
Collateral Manager’s possession, it will hold all Related Documents relating to the Collateral in trust for the Collateral
Agent on behalf of the Secured Parties, and upon request of the Administrative Agent or the Collateral Agent (acting at the direction
of the Administrative Agent) following the occurrence and during the continuance of an Event of Default or as otherwise provided
herein, promptly deliver the same to the Collateral Agent or its designee (including the Document Custodian). In addition, in
accordance with Article XIV, promptly following its acquisition of any Loan the Borrower or the Collateral Manager
(on behalf of the Borrower) shall deliver to the Document Custodian copies of the principal underlying documentation with respect
to such Loan (e.g., loan or credit agreement, primary security agreement and guarantees, etc.).


 


Section 7.06.     Borrower
Remains Liable. (a) Notwithstanding anything herein to the contrary, (i) the
Borrower shall remain liable under the contracts and agreements included in and relating to the Collateral (including the Related
Documents) to the extent set forth therein, and shall perform all of its duties and obligations under such contracts and agreements
to the same extent as if this Agreement had not been executed, and (ii) the exercise by any Secured Party of any of its rights
hereunder shall not release the Borrower from any of its duties or obligations under any such contracts or agreements included
in the Collateral.


 






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(b)            No
obligation or liability of the Borrower is intended to be assumed by the Administrative Agent or any other Secured Party under
or as a result of this Agreement or the other Facility Documents, and the transactions contemplated hereby and thereby, including
under any Related Document or any other agreement or document that relates to Collateral and, to the maximum extent permitted
under provisions of law, the Administrative Agent and the other Secured Parties expressly disclaim any such assumption.


 


Section 7.07.    Protection
of Collateral. The Borrower shall from time to time execute and deliver all such supplements
and amendments hereto and file or authorize the filing of all such UCC-1 financing statements, continuation statements, instruments
of further assurance and other instruments, and shall take such other action as may be necessary to secure the rights and remedies
of the Secured Parties hereunder and to:


 


(i)            grant
security more effectively on all or any portion of the Collateral;


 


(ii)           maintain,
preserve and perfect any grant of security made or to be made by this Agreement including, without limitation, the first priority
nature of the lien or carry out more effectively the purposes hereof;


 


(iii)          perfect,
publish notice of or protect the validity of any grant made or to be made by this Agreement (including, without limitation, any
and all actions necessary as a result of changes in law or regulations);


 


(iv)          enforce
any of the Collateral or other instruments or property included in the Collateral;


 


(v)           preserve
and defend title to the Collateral and the rights therein of the Collateral Agent and the Secured Parties in the Collateral against
the claims of all third parties; and


 


(vi)          pay
or cause to be paid any and all taxes levied or assessed upon all or any part of the Collateral.


 


The Borrower hereby
designates the Collateral Agent as its agent and attorney in fact to prepare and file any UCC-1 financing statement, continuation
statement and all other instruments, and take all other actions, required pursuant to this Section 7.07. Such designation
shall not impose upon the Collateral Agent, or release or diminish, the Borrower’s obligations under this Section 7.07
or Section 5.01(c). The Borrower further authorizes the Administrative Agent or its counsel to file, without the Borrower’s
signature, UCC- 1 financing statements that name the Borrower as debtor and the Collateral Agent as secured party and that describe
“all assets in which the debtor now or hereafter has rights” as the Collateral in which the Collateral Agent has a
grant of security hereunder and any amendments or continuation statements that may be necessary or desirable.


 






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Article VIII


 


Accounts,
Accountings and Releases


 


Section 8.01.     Collection
of Money. Except as otherwise expressly provided herein, the Collateral Agent may demand
payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or
other intermediary, all Money and other property payable to or receivable by the Collateral Agent pursuant to this Agreement,
including all payments due on the Collateral, in accordance with the terms and conditions of such Collateral. The Collateral Agent
shall segregate and hold all such Money and property received by it in trust for the Secured Parties and shall apply it as provided
in this Agreement. Each Covered Account shall be established and maintained under the Account Control Agreement with a Qualified
Institution. Any Covered Account may contain any number of subaccounts for the convenience of the Collateral Agent or as required
by the Collateral Manager for convenience in administering the Covered Account or the Collateral.


 


Section 8.02.     Collection
Account. (a) In accordance with this Agreement and the Account Control Agreement,
the Borrower shall, on or prior to the Closing Date, establish at the Intermediary or a sub-agent of the Intermediary a single,
segregated account in the name “MC Income Plus Financing SPV LLC Collection Account, subject to the lien of the Collateral
Agent”, which shall be designated as the “Collection Account”, which shall be maintained with the Intermediary
in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. In addition,
the IntermediaryBorrower shall establish at
the Intermediary two segregated subaccounts within the Collection Account, one
of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal
Collection Subaccount”. The Collateral Agent shall from time to time deposit into the Interest Collection Subaccount, in
addition to the deposits required pursuant to Section 8.05(a), immediately upon receipt thereof all Interest Proceeds
received by the Collateral Agent. The Collateral Agent shall deposit immediately upon receipt thereof all other amounts remitted
to the Collection Account into the Principal Collection Subaccount including, in addition to the deposits required pursuant to
Section 8.05(a), all Principal Proceeds (unless simultaneously reinvested in additional Loans in accordance with Article X
or in Eligible Investments or required to be deposited in the Revolving Reserve Account pursuant to Section 8.04)
received by the Collateral Agent. In
addition, for each Approved Foreign Currency, the Borrower shall establish at the Intermediary segregated sub-accounts that each
constitute a Principal Collection Subaccount and Interest Collection Subaccount for each Approved Foreign Currency. Any amounts
received by the Collateral Agent that are denominated in an Approved Foreign Currency that are required to be deposited into the
Principal Collection Subaccount or the Interest Collection Subaccount shall be deposited by the Collateral Agent into the Principal
Collection Subaccount or Interest Collection Subaccount for such Approved Foreign Currency, as applicable. All
Monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Collateral Agent
as part of the Collateral and shall be applied to the purposes herein provided. Subject to Section 8.02(c), amounts
in the Collection Account shall be reinvested pursuant to Section 8.05(a). It is hereby understood
and agreed that, notwithstanding the establishment of Principal Collection Subaccounts and Interest Collection Subaccounts for
each Approved Foreign Currency, no Principal Collection Subaccount or Interest Collection Subaccount for an Approved Foreign Currency
shall be available for the receipt of Money or other Collateral denominated in the applicable Approved Foreign Currency until
such time as the Collateral Agent notifies the Borrower and the Administrative Agent that such Principal Collection Subaccount
and Interest Collection Subaccount for such Approved Foreign Currency are operational and available to receive such Money and
other Collateral denominated in such Approved Foreign Currency (and the Intermediary and the Collateral Agent shall have no liability
for any failure or delay in the receipt of such Money or other Collateral denominated in an Approved Foreign Currency prior to
the date that the Collateral Agent notifies the Borrower and the Administrative Agent that the Principal Collection Subaccount
and Interest Collection Subaccount with respect to such Approved Foreign Currency is operational and available for deposits).


 






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(b)            At
any time during the Revolving Period, the Collateral Manager on behalf of the Borrower may by delivery of a certificate of a Responsible
Officer of the Collateral Manager direct the Collateral Agent to, and upon receipt of such certificate the Collateral Agent shall,
withdraw funds on deposit in the Principal Collection Subaccount representing Principal Proceeds and (i) reinvest such funds
in additional Loans or exercise a warrant held in the Collateral, in each case in accordance with the requirements of Article X
and such certificate or (ii) make Restricted Payments to its members in respect of their membership interests in the
Borrower, so long as (x) no Default or Event of Default shall have occurred and be continuing, (y) none of such Principal
Proceeds are needed to settle the acquisition of any Eligible Loan and (z) each Coverage Test is satisfied as of such date
(as demonstrated on a duly completed and executed Borrowing Base Calculation Statement delivered to the Administrative Agent).
At any time as of which funds on deposit in the Revolving Reserve Account are insufficient to meet the Borrower’s funding
obligations in respect of Delayed Drawdown Loans and Revolving Loans, the Collateral Manager on behalf of the Borrower may by
delivery of a certificate of a Responsible Officer direct the Collateral Agent to, and upon receipt of such certificate the Collateral
Agent, shall, withdraw funds on deposit in the Principal Collection Subaccount representing Principal Proceeds and remit such
funds as so directed by the Collateral Manager to meet the Borrower’s funding obligations in respect of Delayed Drawdown
Loans or Revolving Loans, provided, however, that no such withdrawal of funds from the Principal Collection Subaccount shall occur
unless each of the following conditions shall have been satisfied (as certified by the Collateral Manager) both before and immediately
after giving effect to such withdrawal of funds from the Principal Collection Subaccount:


 


(A)          each
Coverage Test shall be satisfied (as demonstrated on a duly completed and executed Borrowing Base Calculation Statement delivered
to the Administrative Agent and the Collateral Agent);


 


(B)           each
of the representations and warranties of the Borrower and the Collateral Manager contained in this Agreement shall be true and
correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse
Effect, which shall be true and correct) as of such date (except to the extent such representations and warranties expressly relate
to any earlier date, in which case such representations and warranties shall be true and correct in all material respects (except
for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct)
as of such earlier date as if made on such date);


 


(C)           no
Default or Event of Default shall have occurred and be continuing at the time of such withdrawal or shall result upon the making
of such withdrawal


 






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(c)            The
Collateral Agent shall transfer to the Payment Account, from the Collection Account for application pursuant to Section 9.01(a),
on each Payment Date, the amount set forth to be so transferred in the Monthly Report for such Payment Date


 


(d)            Notwithstanding
anything to the contrary set forth herein, the Collateral Manager may direct the Collateral Agent to withdraw from the Collection
Account and pay to the Person entitled thereto any amounts credited thereto constituting Excluded Amounts if the Collateral Manager
has, prior to such withdrawal and consent, delivered to the Administrative Agent and the Collateral Agent a report setting forth
the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent, which report
shall include a brief description of the facts and circumstances supporting such request and designate a date for the payment
of such reimbursement, which date shall not be earlier than two (2) Business Days following delivery of such notice.


 


(e)            Within
three (3) Business Days of the receipt of any Collections denominated in an Approved Foreign Currency, the Collateral Manager
agrees to provide written instruction to the Collateral Agent to convert amounts on deposit denominated in such Approved Foreign
Currency to Dollars using the Dollar Equivalent set forth in such written instructions. All risk and expense incident to such
conversion is the responsibility of the Borrower and the Collateral Agent shall have (x) no responsibility for fluctuations
in exchange rates affecting any Collections or conversion thereof and (y) to the extent it complies with the instructions
provided by the Collateral Manager in a non-negligent manner, no liability for any losses incurred or resulting from the rates
obtained in such foreign exchange transactions. The Collateral Agent shall be under no duty to convert amounts on deposit denominated
in an Approved Foreign Currency to Dollars if the Collateral Agent does not receive such instructions from the Collateral Manager.


 


Section 8.03.     Transaction
Accounts. (a)  Payment Account. In accordance with this Agreement and the
Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Intermediary a single, segregated
account in the name “MC Income Plus Financing SPV LLC Payment Account, subject to the lien of the Collateral Agent”,
which shall be designated as the “Payment Account”, which shall be maintained by the Borrower with the Intermediary
in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. Except as provided
in Section 9.01, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit
of, the Payment Account shall be to pay amounts due and payable under the Priority of Payments on the Payment Dates in accordance
with their terms and the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest
in the Payment Account other than in accordance with this Agreement and the Priority of Payments.


 


(b)            Custodial
Account. In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing
Date, establish at the Intermediary a single, segregated account in the name “MC Income Plus Financing SPV LLC Custodial
Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Custodial Account”,
which shall be maintained by the Borrower with the Intermediary in accordance with the Account Control Agreement and which shall
be subject to the Lien of the Collateral Agent. All Collateral Loans (other than Noteless Loans or Collateral Loans which are
an account or general intangible (including participation interest) shall be credited to the Custodial Account. The only permitted
withdrawals from the Custodial Account shall be in accordance with the provisions of this Agreement. The Collateral Agent agrees
to give the Borrower prompt notice if (to the Collateral Agent’s actual knowledge) the Custodial Account or any assets or
securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment,
warrant of attachment, execution or similar process.


 






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In
addition, for each Approved Foreign Currency, the Borrower shall establish at the Intermediary segregated sub-accounts that each
constitute a Custodial Account for each Approved Foreign Currency. All Collateral Loans (other than Noteless Loans or Collateral
Loans which are an account or general intangible (including participation interest) that are denominated in an Approved Foreign
Currency shall be credited to the Custodial Account for such Approved Foreign Currency, as applicable. It is hereby understood
and agreed that, notwithstanding the establishment of the sub-accounts of the Custodial Account for each Approved Foreign Currency,
no sub-account of the Custodial Account for an Approved Foreign Currency shall be available for the credit of Collateral Loans
denominated in the applicable Approved Foreign Currency until such time as the Collateral Agent notifies the Borrower and the
Administrative Agent that such sub-account of the Custodial Account for such Approved Foreign Currency is operational and available
to receive such Custodial Loan denominated in such Approved Foreign Currency (and the Intermediary and the Collateral Agent shall
have no liability for any failure or delay in the credit of any Collateral Loans denominated in an Approved Foreign Currency prior
to the date that the Collateral Agent notifies the Borrower and the Administrative Agent that the sub-account of the Custodial
Account with respect to such Approved Foreign Currency is operational and available for deposits).


 


Section 8.04.     The
Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the
Account Control Agreement, the Borrower shall, on or prior to the Restatement Effective Date, establish at the Intermediary a
single, segregated account in the name “MC Income Plus Financing SPV LLC Revolving Reserve Account, subject to the lien
of the Collateral Agent”, which shall be designated as the “Revolving Reserve Account”, which shall be
maintained by the Borrower with the Intermediary in accordance with the Account Control Agreement and which shall be subject to
the lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in
accordance with the provisions of this Agreement.


 


The Borrower shall
at all times following the end of the Reinvestment Period, maintain an amount in the Revolving Reserve Account equal to and in
no event less than the Revolving Reserve Required Amount. On the Commitment Termination Date and at all times thereafter, the
“Revolving Reserve Required Amount” shall equal the sum of (x) the Net Aggregate Exposure Amount, plus
(y) the aggregate amount of funds needed to settle purchases of Loans which the Borrower committed, prior to the end
of the Reinvestment Period, to acquire after the Commitment Termination Date. Subject to the terms of this Agreement, the Borrower
may request a Borrowing prior to the Commitment Termination Date in an amount sufficient to fund the Revolving Reserve Required
Amount. Neither the Collateral Agent nor the Intermediary shall be under any obligation to monitor or determine if the amounts
in the Revolving Reserve Account are equal to or greater than the Revolving Reserve Required Amount.


 






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Funds in the Revolving
Reserve Account will be available solely to cover drawdowns on the Delayed Drawdown Loans and Revolving Loans, provided
that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds the Revolving Reserve Required
Amount, the Borrower or the Collateral Manager on its behalf may by delivery of a certificate of a Responsible Officer to the
Administrative Agent, remit such excess to the Collection Account. In addition, following the occurrence and during the continuance
of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Administrative Agent and deposited into
the Collection Account.


 


Section 8.05.     Reinvestment
of Funds in Covered Accounts. (a) By delivery of a certificate of a Responsible
Officer of the Borrower (or the Collateral Manager on behalf of the Borrower) (which may be in the form of standing instructions),
the Borrower (or the Collateral Manager on behalf of the Borrower) shall at all times direct the Collateral Agent to, and, upon
receipt of such certificate, the Collateral Agent shall, invest all funds on deposit in the Collection Account (including the
Principal Collection Subaccount and the Interest Collection Subaccount) and the Revolving Reserve Account as so directed in Eligible
Investments having stated maturities no later than the Business Day preceding the next Payment Date (or such shorter maturities
expressly provided herein). If, prior to the occurrence and continuance of an Event of Default, the Borrower shall not have given
any such investment directions, the Collateral Agent shall seek instructions from the Collateral Manager within three Business
Days after transfer of any funds to such accounts and shall immediately invest in Specified Eligible Investments that mature overnight.
If the Collateral Agent does not thereafter receive written instructions from the Collateral Manager within five Business Days
after transfer of such funds to such accounts, it shall invest and reinvest the funds held in such accounts, as fully as practicable,
but only in Specified Eligible Investments selected by the Administrative Agent maturing no later than the Business Day immediately
preceding the next Payment Date (or such shorter maturities expressly provided herein). During the continuance of an Event of
Default, the Collateral Agent (as directed by the Administrative Agent) shall invest and reinvest such Monies as fully as practicable
in Specified Eligible Investments selected by the Administrative Agent maturing not later than the earlier of (i) thirty
days after the date of such investment (unless putable at par to the issuer thereof) or (ii) the Business Day immediately
preceding the next Payment Date (or such shorter maturities expressly provided herein). Except to the extent expressly provided
otherwise herein, all interest, gain, loss and other income from such investments shall be deposited, credited or charged (as
applicable) in and to the Interest Collection Subaccount. The Collateral Agent shall in no way be liable for any insufficiency
in a Covered Account resulting from any loss relating to any such investment. Without limiting the foregoing, in no event shall
the Collateral Agent be liable for any negative interest accrued or applied in respect of any funds received by it or maintained
in an account hereunder. The Borrower shall be responsible for the payment of any such negative interest and the Collateral Agent
(or the Securities Intermediary) shall be entitled to deduct from amounts on deposit in the Secured Accounts (as defined in the
Account Control Agreement) an amount necessary to pay such negative interest. For the avoidance of doubt, the reimbursement and
indemnification protections afforded to the Collateral Agent under Section 12.04 of this Agreement shall apply in
respect of any interest-related expenses incurred by the Collateral Agent (or the Securities Intermediary) in the performance
of its duties hereunder.


 


(b)            The
Collateral Agent agrees to give the Borrower prompt notice if any Covered Account or any funds on deposit in any Covered Account,
or otherwise to the credit of a Covered Account, shall become subject to any writ, order, judgment, warrant of attachment, execution
or similar process. 


 






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(c)            The
Collateral Agent shall supply, in a timely fashion, to the Borrower and the Collateral Manager any information regularly maintained
by the Collateral Agent that the Borrower or the Collateral Manager may from time to time reasonably request with respect to the
Collateral, the Covered Accounts and the other Collateral and provide any other requested information reasonably available to
the Collateral Agent and required to be provided by Section 8.06 or to permit the Collateral Manager to perform its
obligations hereunder or the Borrower’s obligations hereunder that have been delegated to the Collateral Manager. The Collateral
Agent shall promptly forward to the Collateral Manager copies of notices and other writings received by it from the Obligor of
any Collateral Loan or from any Clearing Agency with respect to any Collateral Loan which notices or writings advise the holders
of such Collateral Loan of any rights that the holders might have with respect thereto (including, without limitation, requests
to vote with respect to amendments or waivers and notices of prepayments and redemptions) as well as all periodic financial reports
received from such issuer and Clearing Agencies with respect to such Obligor.


 


Section 8.06.     Accountings.
The Collateral Manager shall compile and provide (or cause to be compiled and provided) to the Collateral Administrator and the
Administrative Agent a loan data file (the “Data File”) for the previous monthly period ending on the Monthly
Report Determination Date (containing such information agreed upon by the Collateral Manager, the Collateral Administrator and
the Administrative Agent). The Collateral Administrator shall assist the Collateral Manager to compile (or cause to be compiled)
a monthly report on a settlement basis (each, a “Monthly Report”) (containing such information agreed upon
by the Collateral Agent, the Collateral Manager, the Collateral Administrator and the Administrative Agent). The Collateral Administrator
shall use commercially reasonable efforts to assist the Collateral Manager to compile such Monthly Report at least five (5) days
prior to the Monthly Reporting Date. The Collateral Administrator shall use commercially reasonable efforts to assist the Collateral
Manager to review and confirm the calculations made by the Collateral Manager in any such Monthly Report by the Monthly Reporting
Date, and the Collateral Administrator shall cooperate with the Collateral Manager in connection with such review. Upon completion
of the Monthly Report by the Collateral Manager and the Collateral Administrator and in any event by no later than the Monthly
Reporting Date, the Collateral Administrator shall compile and provide to the Agents, the Collateral Manager and the Lenders the
Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month
will be the last day of the previous calendar month. The Monthly Report delivered for any calendar month shall contain the information
with respect to the Collateral Loans and Eligible Investments included in the Collateral set forth on Schedule 2 hereto including, for the
avoidance of doubt, calculation statements with respect to the Dollar Equivalent of Collateral Loans denominated in an Approved
Foreign Currency and amounts held in the applicable Principal Collection Subaccount and the Interest Collection Subaccount for
each Approved Foreign Currency, and shall be determined as of the Monthly Report
Determination Date applicable to such Monthly Report. Additionally, each Monthly Report that is delivered on the first Monthly
Reporting Date to occur after the delivery of the quarterly valuation statements for the BDC pursuant to Section 5.01(d)(iii) shall
include a statement reporting the assets (including cash) under management by the Collateral Manager. The Collateral Manager shall
provide such statement to the Collateral Administrator to be included in the Monthly Report at least five (5) days prior
to such Monthly Reporting Date.


 






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In addition, the Collateral
Manager shall provide together with each Data File a copy of each amendment, modification or waiver under any Related Document
for each Collateral Loan that constitutes a Material Modification, together with each other amendment, modification or waiver
under any Related Document for each Collateral Loan that, in the Collateral Manager’s reasonable judgment, are material
in relation to the related Obligor, in each case that became effective during the one month period ending on the Monthly Report
Determination Date for the immediately prior Monthly Report (or, in respect of the first Monthly Report, from the Closing Date)
together with a listing of each Collateral Loan with respect to which one of the foregoing amendments, modifications or waivers
is being provided.


 


Section 8.07.     Release
of Collateral. (a) If no Event of Default has occurred and is continuing, the Borrower
may, by delivery of a certificate of a Responsible Officer of the Collateral Manager delivered to the Collateral Agent at least
one Business Day prior to the settlement date for any sale of any item of Collateral certifying that the sale of such security
is being made in accordance with Section 10.01 and such sale complies with all applicable requirements of Section 10.01,
direct the Collateral Agent (or the Document Custodian on its behalf) to release or cause to be released such item from the lien
of this Agreement and, upon receipt of such certificate, the Collateral Agent (or Document Custodian, as applicable) shall deliver
any such item, if in physical form, duly endorsed to the broker or purchaser designated in such certificate or, if such item is
a Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of the sales price
therefor as specified by the Collateral Manager in such certificate; provided that the Collateral Agent (or Document
Custodian, as applicable) may deliver any such item in physical form for examination in accordance with street delivery custom.


 


(b)            Subject
to the terms of this Agreement, the Collateral Agent or Document Custodian, as applicable, shall, upon the receipt of a certificate
of the Borrower, by delivery of a certificate of a Responsible Officer of the Collateral Manager, deliver any Collateral as instructed
in such certificate, and execute such documents or instruments as are presented by the Borrower or the Collateral Manager and
are reasonably necessary to release or cause to be released such security from the lien of this Agreement, which is set for any
mandatory call or redemption or payment in full to the appropriate paying agent on or before the date set for such call, redemption
or payment, in each case against receipt of the call or redemption price or payment in full thereof.


 


(c)            As
provided in Section 8.02(a), the Collateral Agent shall deposit any proceeds received by it from the disposition of
Collateral in the applicable subaccount of the Collection Account, unless simultaneously applied to the purchase of additional
Loans or Eligible Investments as permitted under and in accordance with the requirements of this Article VIII and
Article X.


 


(d)            The
Collateral Agent shall, upon receipt of a certificate of a Responsible Officer of the Borrower (or the Collateral Manager on its
behalf), at such time as there are no Commitments outstanding and all Obligations of the Borrower hereunder and under the other
Facility Documents have been satisfied, release any remaining Collateral from the lien of this Agreement.


 






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(e)            Any
security, Collateral Loan or amounts that are released pursuant to Section 8.07(a) or (b) shall automatically
be released from the Lien of this Agreement.


 


Section 8.08.     [Reserved].


 


Section 8.09.          Covered
Account Details. The account number of each Covered Account is set forth on Schedule
6.


 


Section 8.10.          Delivery
of Report, Notices, Etc.. Documents and notices required to be delivered by the Borrower
or the Collateral Manager pursuant this Agreement may be delivered electronically and if so delivered, shall be deemed to have
been delivered on the date on which the Borrower or the Collateral Manager posts such documents or notices, or provides a link
thereto on the Collateral Manager’s website or otherwise delivers such documents or notices via email in accordance with
Section 16.02.


 


Article IX


 


Application
of Monies


 


Section 9.01.     Disbursements
of Monies from Payment Account. (a) Notwithstanding any other provision in this
Agreement, but subject to the other subsections of this Section 9.01, on each Payment Date, the Collateral Agent shall
disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 8.02 in accordance
with the following priorities (the “Priority of Payments”) as set forth in the related Monthly Report:


 


(i)            On
each Payment Date prior to the occurrence and continuance of an Event of Default, Interest Proceeds on deposit in the Interest
Collection Subaccount, to the extent received on or before the related Determination Date (or, if such Determination Date is not
a Business Day, the next succeeding Business Day) will be transferred into the Payment Account, to be applied in the following
order of priority:


 


(A)           (1) first,
to pay all out-of-pocket costs and expenses (including the fees and expenses of attorneys, experts and agents) of the Collateral
Agent incurred in connection with any sale of Collateral or other exercises of its remedial rights pursuant to Section 7.03;
and (2) second, to pay to the Collateral Agent, the Collateral Administrator, Intermediary and the Document Custodian,
any amounts payable pursuant to Collateral Agent, Document Custodian, Collateral Administrator and Intermediary Fee Letter, this
Agreement and the other Facility Documents, provided that the amount applied under this clause (A)(2) for
such Payment Date shall not exceed the Third Party Expense Cap for such Payment Date; provided, further that
the Third Party Expense Cap shall not apply with respect to fees and expenses (including the fees and expenses of attorneys, experts
and agents) incurred in connection with the transfer of servicing to Successor Collateral Manager;


 






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(B)            to
the Collateral Manager, to pay accrued and unpaid Collateral Management Fees and all other expenses (including indemnities) incurred
by the Collateral Manager in connection with the services provided under this Agreement and as further described in Sections
11.03, 11.07 and 11.09, provided that, to the extent directed by the Collateral Manager, all or
any portion of such Collateral Management Fees may be waived or payable to an Affiliate of the Collateral Manager; provided,
further, that the amount applied under this clause (B) for such Payment Date in respect of expenses and
indemnities shall not exceed the Collateral Manager Expense Cap for such Payment Date;


 


(C)            to
pay regular scheduled payments, any fees and expenses incurred under any hedge agreement (excluding any hedge termination payments);


 


(D)            to
each Lender to pay accrued and unpaid Interest, Commitment Fees due to each such Lender and amounts payable to each such Lender
under Sections 2.09 and 2.10;


 


(E)            if
the Maximum Advance Rate Test is not satisfied as of the related Determination Date, to pay the principal of the Advances of each
Lender (pro rata, based on each Lender’s Percentage) until the Maximum Advance Rate Test is satisfied (on a pro forma
basis as at such Determination Date);


 


(F)            to
payment of Administrative Expenses; provided that the amount applied under this clause (F) for such
Payment Date shall not exceed the Administrative Expense Cap for such Payment Date;


 


(G)            to
the payment or application of amounts referred to in clauses (A), (B), (C) and (F) above,
to the extent not paid in full pursuant to applications under such clauses;


 


(H)            [reserved];


 


(I)             during
the Reinvestment Period, to the payment of any hedge breakage or termination costs owed by the Borrower;


 


(J)             after
the Reinvestment Period, to any hedge breakage or termination costs owed by the Borrower; and


 


(K)            the
remainder to the Borrower or to the BDC at the direction of the Collateral Manager.


 


(ii)            On
each Payment Date prior to the occurrence and continuance of an Event of Default, Principal Proceeds on deposit in the Principal
Collection Subaccount that are received on or before the related Determination Date and that are not designated for reinvestment
by the Collateral Manager will be transferred to the Payment Account and applied, except for any such Principal Proceeds that
will be used to settle binding commitments (entered into prior to the related Determination Date) for the purchase of Loans, in
the following order of priority:


 






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(A)            to
the payment of unpaid amounts under clauses (A) through (F) in clause (i) above (in the same
order of priority specified therein and subject to any limitations set forth therein), to the extent not paid in full thereunder;


 


(B)            during
the Reinvestment Period and so long as the Maximum Advance Rate Test is not satisfied, all remaining amounts shall be applied
in any combination of the following two options: (1) to prepay the Advances in an amount necessary to cause the Maximum Advance
Rate Test to be satisfied; and/or (2) for deposit into the Revolving Reserve Account;


 


(C)            during
the Reinvestment Period and so long as the Maximum Advance Rate Test is satisfied, at the discretion of the Collateral Manager,
all remaining amounts shall remain in the Principal Collection Subaccount as Principal Proceeds or be applied in any combination
of the following three options: (1) to the Principal Collection Subaccount for the purpose of acquiring additional Loans,
and/or (2) to prepay the Advances and/or (3) for deposit into the Revolving Reserve Account;


 


(D)            after
the Reinvestment Period, for deposit into the Revolving Reserve Account until the Revolving Reserve Required Amount is on deposit
therein;


 


(E)            after
the Reinvestment Period, to each Lender to pay the Advances of such Lender (pro rata, based on each Lender’s Percentage)
until the Advances are paid in full;


 


(F)            after
the Reinvestment Period, to the payment of amounts referred to in clauses (G) and (H) of clause (i) above
(in the same order of priority specified therein), to the extent not paid in full thereunder;


 


(G)            after
the Reinvestment Period, without duplication, to the payment of any other Administrative Expenses; and


 


(H)            after
the Reinvestment Period, the remainder to the Borrower or to the BDC at the direction of the Collateral Manager.


 


(iii)            On
each Business Day following the occurrence and continuance of an Event of Default, Interest Proceeds on deposit in the Interest
Collection Subaccount and Principal Proceeds on deposit in the Principal Collection Subaccount will be transferred to the Payment
Account and applied in the following order of priority:


 


(A)            to
the payment of unpaid amounts under clause (A) in clause (i) above (in the order specified therein and
subject to any limitations set forth therein; provided, that if the Advances have been accelerated following the
occurrence and during the continuance of an Event of Default, and the sale of the Collateral has commenced in connection therewith,
such limitations specified therein shall not be given any effect);


 






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(B)            to
the payment of unpaid amounts under clause (B) in clause (i) above (subject to the Collateral Manager
Expense Cap if the Collateral Manager is the initial Collateral Manager or an Affiliate of the Borrower or the BDC);


 


(C)            to
each Lender to pay accrued and unpaid Interest, Commitment Fees due to each such Lender and amounts payable to each such Lender
under Sections 2.09 and 2.10;


 


(D)            to
the payment of Administrative Expenses (subject to the cap set forth in clause (F) in clause (i) above);


 


(E)            to
each Lender to pay the Advances of such Lender (pro rata, based on each Lender’s Percentage) until the Advances are
paid in full;


 


(F)            to
the payment or application of amounts referred to in clauses (A) through (D) above (in the same order
of priority specified therein), to the extent not paid in full pursuant to applications under such clauses;


 


(G)            [reserved];


 


(H)            to
the payment of any other Administrative Expenses to the extent not paid in full;


 


(I)             the
remainder to the Borrower or to the BDC at the direction of the Collateral Manager.


 


(b)            If
on any Payment Date the amount available in the Payment Account is insufficient to make the full amount of the disbursements required
by the Monthly Report, the Collateral Agent shall make the disbursements called for in the order and according to the priority
set forth under Section 9.01(a) to the extent funds are available therefor.


 


Article X


 


Sale
of Collateral Loans; Purchase of Additional Loans


 


Section 10.01.     Sales
of Collateral Loans.     (a) Discretionary
Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.04, the Collateral
Manager on behalf of the Borrower may sell any Collateral Loan, Defaulted Loan, or Ineligible Loan if such sale meets the requirements
set forth below (provided that prior to such discretionary sale, the Collateral Manager shall demonstrate that the
requirements set forth below are met by submitting to the Lenders completed forms of “Borrowing Base Certificate,”
“Compliance Certificate,” “Compliance Calculation Sheet” and “Excess Concentration Limitations”
as set forth in the forms of Monthly Report (Schedule 2 to this Agreement) as of the date of such discretionary sale after giving
effect thereto):


 






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		(i)	no Default or Event of Default is
                                         continuing or would result upon giving effect thereto (unless, in the case of such a
                                         Default, such Default will be cured upon giving effect to such sale and the application
                                         of the proceeds thereof);



 


		(ii)	upon giving effect thereto and the
                                         application of the proceeds thereof, each Coverage Test is satisfied (or if any
                                         such Coverage Test is not satisfied, such test is maintained or improved after giving
                                         effect to such sale) and each Portfolio Quality Test is satisfied (or if any Portfolio
                                         Quality Test is not satisfied, such test is maintained or improved after giving effect
                                         to such sale);



 


		(iii)	except as provided in Section 10.01(c),
                                         if such sale is to an Affiliate of the Borrower, such sale is made for a purchase price
                                         at least equal to the Market Value thereof;



 


		(iv)	such sale is made for Cash; and



 


		(v)	in the reasonable judgment of the
                                         Collateral Manager, there is no adverse selection of such Collateral Loans to be sold.



 


Notwithstanding anything
above that would otherwise prohibit the sale of a Collateral Loan after the occurrence or during the continuance of a Default
or an Event of Default, if the Borrower entered into an agreement to sell any such Collateral Loan prior to the occurrence and
continuance of such Default or an Event of Default, but such sale did not settle prior to the occurrence of such Default or an
Event of Default, then the Borrower shall be permitted to consummate such sale notwithstanding the occurrence and continuance
of such Default or an Event of Default, provided that such sale was not entered into in contemplation of the occurrence
of such Default or Event of Default and such settlement occurs within the customary settlement period for similar trades.


 


(b)            Sales
of Equity Securities. The Borrower may sell any Equity Security at any time without restriction, and shall use its commercially
reasonable efforts to effect the sale of any Equity Security, regardless of price within forty-five days of receipt if such Equity
Security constitutes Margin Stock, unless such sale is prohibited by Applicable Law or applicable contract restriction, in which
case such Equity Security should be sold as soon as such sale is permitted by Applicable Law or applicable contract.


 


(c)            Certain
Restrictions. In the case of a sale of a Defaulted Loan or an Ineligible Loan to an Affiliate of the Borrower at a price less
than the original percentage of par paid by the Borrower, the purchase price shall not be less than the Market Value of such Defaulted
Loan or Ineligible Loan (determined in accordance with clause (a)(x) of the definition of “Market Value”).


 






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(d)            Terms
of Sales. All sales of Collateral Loans and other property of the Borrower under the provisions above in this Section 10.01
must be exclusively for Cash.


 


Section 10.02.     Purchase
of Additional Loans. (a) Purchase of Loans. On any date during the Reinvestment
Period, if no Event of Default has occurred and is continuing, the Collateral Manager on behalf of the Borrower may, if each of
the conditions specified in this Section 10.02 and Section 10.04 are met, invest Principal Proceeds, accrued
interest received with respect to any Collateral Loan to the extent used to pay for accrued interest on additional Loans and other
amounts on deposit in the Principal Collection Subaccount in additional Loans, provided, that no Loan may be purchased
unless each of the following conditions are satisfied as of the date the Collateral Manager commits on behalf of the Borrower
to make such purchase, in each case after giving effect to such purchase and all other sales or purchases previously or simultaneously
committed to:


 


(i)            such
obligation is an Eligible Loan;


 


(ii)           each
Coverage Test is satisfied (or if any such Coverage Test is not satisfied, such test is maintained or improved after giving
effect to such purchase); and


 


(iii)          each
Portfolio Quality Test is satisfied (or if any such Portfolio Quality Test was not satisfied prior to such purchase, such test
is maintained or improved after giving effect to such purchase).


 


(b)            Purchase
of Loans Involving Affiliates. Additional Loans may be purchased from time to time by the Borrower from the Collateral Manager
or any of its Affiliates only if (x) the material terms and conditions thereof are no less favorable to the Borrower than
the terms it would obtain if negotiated on an arms-length basis, (y) the transactions are effected in accordance with all
Applicable Laws and (z) such purchase is for an amount equal to or less than the lesser of (A) the original purchase
price paid by the Collateral Manager or such Affiliate (after adjustment for any borrowings or repayments and amortization of
upfront fees and exclusive of interest) and (B) the Collateral Manager’s current mark with respect to such Loan.


 


Section 10.03.     Substitution
and Transfer of Loans. (a)  Substitutions. The Borrower may (including in
connection with any retransfer of a Collateral Loan to Fund under the Purchase and Contribution Agreement) replace any Collateral
Loan with another Loan (a “Substitute Loan”), subject to the satisfaction of the conditions set forth below
and in Section 10.04(c).


 


(b)            Conditions
to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions
is satisfied as of the date of such substitution (as certified to the Agents by the Borrower (or the Collateral Manager on behalf
of the Borrower)):


 


(i)              each
Substitute Loan satisfies the eligibility criteria set forth in the definition of an Eligible Loan on the date of substitution;


 






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(ii)             after
giving effect to any such substitution, each Coverage Test is satisfied (or if any such Coverage Test is not satisfied,
such test is maintained or improved after giving effect to such substitution) and each Portfolio Quality Test is satisfied (or
if any Portfolio Quality Test is not satisfied, such test is maintained or improved after giving effect to such substitution);


 


(iii)            100%
of the proceeds from the sale of the Collateral Loan(s) to be replaced in connection with such Substitute Loan are either
applied by the Borrower to acquire the Substitute Loan(s) or deposited in the Principal Collection Subaccount;


 


(iv)            no
Default or Event of Default has occurred and is continuing (before or after giving effect to such substitution);


 


(v)             there
is no adverse selection, impacting the interest of the Secured Parties, by the Borrower or Collateral Manager with regard to such
Collateral Loans to be substituted or the Substitute Loans;


 


(vi)            the
Borrower and, if the Collateral Manager is the initial Collateral Manager or an Affiliate of the Borrower or the BDC, the Collateral
Manager (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent and the Collateral
Agent in connection with any such substitution (including, but not limited to, expenses incurred in connection with the release
of the Lien of the Collateral Agent on behalf of the Secured Parties in connection with such sale, substitution or repurchase);


 


(vii)           the
Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any
such substitution and shall deliver to the Document Custodian the Related Documents for any Substitute Loans;


 


(viii)          upon
confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for, each applicable Collateral
Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in
the Collateral;


 


(ix)             the
Borrower shall deliver to the Administrative Agent (with a copy to the Collateral Agent) on the date of such substitution a certificate
of a Responsible Officer of the Borrower certifying that each of the foregoing is true and correct as of such date; and


 


(x)              the
Concentration Limitations are satisfied (or if there is any Excess Concentration Amount, such Excess Concentration Amount is maintained
or decreased after giving effect to such sale).


 


Section 10.04.     Conditions
Applicable to All Sale, Substitution and Purchase Transactions. (a) Any transaction
effected under this Article X or in connection with the acquisition of additional Loans shall be conducted on an arm’s
length basis and, if effected with a Person that is an Affiliate of the Collateral Manager (or with an account or portfolio for
which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be on material terms no less favorable
to the Borrower and the Secured Parties than would be the case if such Person were not such an Affiliate or as otherwise expressly
permitted under the Facility Documents.


 






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(b)            Upon
each acquisition by the Borrower of a Loan, (i) all of the Borrower’s right, title and interest to such Loan shall
be subject to the Lien granted to the Collateral Agent pursuant to this Agreement and (ii) such Loan shall be Delivered to
the Collateral Agent (or the Document Custodian on its behalf, as applicable); provided, that, notwithstanding the
foregoing, the Related Documents with respect to such Loan may be delivered within ten (10) Business Days of the contribution
or acquisition of such Loan.


 


(c)            The
Aggregate Principal Balance of the Collateral Loan(s) which are the subject of any sale to an Affiliate of the Borrower under
this Article X or substitution pursuant to Section 10.03, together with the sum of the Aggregate Principal
Balance of all Collateral Loans sold to Affiliates or substituted in the twelve month period preceding the proposed date of sale
or substitution (or such lesser number of months as shall have elapsed since the Closing Date) shall not exceed 20% of the highest
Aggregate Collateral Balance during such period; provided that, the sum of the Aggregate Principal Balance of all
Defaulted Loans sold to Affiliates or substituted in the twelve month period preceding the proposed date of sale or substitution
(or such lesser number of months as shall have elapsed since the Closing Date) shall not exceed 10% of the of the highest Aggregate
Collateral Balance during such period. For the avoidance of doubt, the foregoing limitations shall not apply (i) to Warranty
Loans or (ii) where Collateral Loans are sold by the Borrower in connection with a Permitted Securitization.


 


(d)            Upon
the sale or substitution of a Collateral Loan pursuant to this Article X, the Collateral Agent, for the benefit of
the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without
recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured
Parties in, to and under such Collateral Loan being sold or being substituted for, as applicable. The Collateral Agent, for the
benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer
as may be prepared by the Collateral Manager, on behalf of the Borrower, and take other such actions as shall reasonably be requested
by the Collateral Manager on behalf of the Borrower to effect the release and transfer of such Collateral Loan being sold or substituted
for pursuant to this Article X.


 


(e)            For
the avoidance of doubt, the restrictions set forth in Sections 10.01 and 10.04 shall not apply to the sale of Warranty
Loans.


 


Section 10.05.     Additional
Equity Contributions. The BDC may, but shall have no obligation to, at any time or from
time to time contribute additional equity to the Borrower for any purpose, including for the purpose of curing any Default, satisfying
any Coverage Test, enabling the acquisition or sale of any Loan or satisfying any conditions under Section 3.02. Each
equity contribution shall either be made (i) in Cash, (ii) by assignment and contribution of an Eligible Investment
and/or (iii) by assignment and contribution of a Loan. All Cash contributed to the Borrower shall be treated as Principal
Proceeds except to the extent that the Collateral Manager, in its discretion, specifies that such Cash shall constitute Interest
Proceeds.


 






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Article XI


 


Administration
and Servicing of Contracts


 


Section 11.01.     Designation
of the Collateral Manager. (a)  Initial Collateral Manager. The servicing,
administering and collection of the Collateral shall be conducted in accordance with this Section 11.01 by the Person
designated as the Collateral Manager hereunder. Monroe Capital Income Plus Corporation is hereby appointed as, and hereby accepts
such appointment and agrees to perform the duties and responsibilities, of Collateral Manager pursuant to the terms hereof. The
Collateral Manager and the Borrower hereby acknowledge that each of the Secured Parties are third party beneficiaries of the obligations
taken by the Collateral Manager hereunder.


 


(b)            Subcontracts.
The Collateral Manager may, with the prior written consent of the Administrative Agent, subcontract with any other Person for
back office, servicing and administrative functions or collecting the Collateral; provided that (i) the Collateral
Manager shall select any such Person with reasonable care and shall be solely responsible for the fees and expenses payable to
such Person, (ii) the Collateral Manager shall not be relieved of, and shall remain liable for, the performance of the duties
and obligations of the Collateral Manager pursuant to the terms hereof without regard to any subcontracting arrangement and (iii) any
such subcontract shall be subject to the provisions hereof.


 


Section 11.02.     Duties
of the Collateral Manager. (a)  Duties. The Collateral Manager shall take
or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from
time to time, all in accordance with Applicable Law and the Collateral Management Standard. Without limiting the foregoing, the
duties of the Collateral Manager shall include the following:


 


(i)             supervising
the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting
rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;


 


(ii)            preparing
and submitting claims to Obligors on each Collateral Loan;


 


(iii)           maintaining
all necessary servicing records with respect to the Collateral;


 


(iv)           maintaining
and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing 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;


 


(v)            promptly
delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral Agent, from time to time,
such information and servicing records (including information relating to its performance under this Agreement) as the Administrative
Agent, each Lender, the Collateral Administrator or the Collateral Agent may from time to time reasonably request;


 






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


 


(vii)          notifying
the Administrative Agent and each Lender 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 Collateral Loan (or portion thereof) of which
it has actual knowledge or has received notice; or (2) that could reasonably be expected to have a Material Adverse Effect;


 


(viii)         maintaining
the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;


 


(ix)            with
respect to each Collateral Loan included as part of the Collateral, making copies of the Related Documents available for inspection
by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hours in
accordance with Section 5.03(d);


 


(x)            directing
the Collateral Agent to make payments pursuant to the terms of the Monthly Report in accordance with the Priority of Payments;


 


(xi)           directing
the acquisition, sale or substitution of Collateral in accordance with Article X;


 


(xii)          providing
assistance to the Borrower with respect to the purchase of Loans and sale of Collateral Loans;


 


(xiii)          instructing
the Obligors or related the administrative and paying agents under the Related Documents, as applicable, on the Collateral Loans
to make payments directly into the Collection Account;


 


(xiv)         preparing
the Monthly Reports and cooperating with the Collateral Administrator in its duties hereunder in the manner and at the times required
hereunder;


 


(xv)          complying
with such other duties and responsibilities as required of the Collateral Manager by this Agreement; and


 


(xvi)         with
respect to each Loan proposed to be acquired by the Borrower, providing a Loan Checklist and Related Documents to the Document
Custodian (with an electronic copy provided to the Administrative Agent prior to any Advance, the proceeds of which are to be
used to fund all or a portion of such acquisition).


 


It is acknowledged
and agreed that the Borrower possesses only such rights with respect to the enforcement of rights and remedies with respect to
the Collateral Loans and the underlying assets securing such Collateral Loans under the Related Documents as have been transferred
to the Borrower with respect to the related Collateral Loan, and therefore, for all purposes under this Agreement, the Collateral
Manager shall perform its administrative and management duties hereunder only to the extent that, as a lender under the Related
Documents, it has the right to do so.


 






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(b)            Exercise
of Remedies Not Release. Notwithstanding anything to the contrary contained herein, the exercise by the Administrative Agent,
the Collateral Agent, each Lender and the Secured Parties of their rights hereunder or any other Facility Document 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, each Lender and the Collateral Agent shall not have any obligation or liability with respect
to any Collateral, nor shall any of them be obligated to perform any of the obligations of the Collateral Manager hereunder.


 


(c)            Application
of Obligor Payments. 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 11.03.     Liability
of the Collateral Manager; Indemnification of the Collateral Manager Persons.


 


(a)            The
Collateral Manager and any of its Affiliates, employees, shareholders, members, partners, assigns, representatives or agents (each
such individual or entity, which, for the avoidance of doubt, shall be deemed to include the Administrator and the Advisor, a
“Collateral Manager Person”) shall not be liable to the Borrower, any Lender, the Administrative Agent, the
Lead Arranger, the Collateral Agent, the Collateral Administrator, the Document Custodian or any other Person for any liability,
loss (including amounts paid in settlement), damages, judgments, costs, expenses (including reasonable attorneys’ fees and
expenses, accountant’s fees and expenses and the fees and expenses of other experts), demands, charges or claim (collectively,
the “Damages”) incurred by reason of any act or omission or alleged act or omission performed or omitted by
such Collateral Manager Person, or for any decrease in the value of the Collateral or any other losses suffered by any party;
provided, however, that a Collateral Manager Person shall be liable for any Damages that arise (i) by
reason of any act or omission constituting bad faith, willful misconduct, or gross negligence by any Collateral Manager Person
in the performance of or reckless disregard of the Collateral Manager’s duties hereunder or (ii) by any breach of the
representations and warranties of the Collateral Manager expressly set forth in this Agreement (each such breach, a “Collateral
Manager Breach”).


 


(b)            The
Collateral Manager may rely in good faith upon, and will incur no Damages for relying upon, (i) any authoritative source
customarily used by firms performing services similar to those services provided by the Collateral Manager under this Agreement,
and (ii) the advice of nationally recognized counsel, accountants or other advisors as the Collateral Manager determines
reasonably appropriate in connection with the services provided by the Collateral Manager under this Agreement.


 






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(c)            In
no event shall the Collateral Manager be liable for special, indirect or consequential losses or damages of any kind whatsoever
(including but not limited to diminution in value or lost profits) even if the Collateral Manager has been advised of the likelihood
of such damages and regardless of the form of such action.


 


(d)            Each
Collateral Manager Person shall be held harmless and be indemnified by the Borrower for any Damages suffered by virtue of any
acts or omissions or alleged acts or omissions arising out of the activities of such Collateral Manager Person in the performance
of the obligations of the Collateral Manager under this Agreement or as a result of this Agreement, or the Borrower’s ownership
interest in any portion of the Collateral Loans, except to the extent any such Damage arises as a result of a Collateral Manager
Breach. All amounts payable pursuant to this Section 11.03 shall be payable in accordance with the Priority of Payments.


 


Section 11.04.     Authorization
of the Collateral Manager. The Borrower 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 pledge of the Collateral by the Borrower to the Collateral Agent, on behalf of the Secured Parties,
hereunder, to collect all amounts due under any and all Collateral, including, without limitation, endorsing its name 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 Collateral Manager could have done if it owned such Collateral.
The Borrower shall furnish the Collateral Manager (and any successors thereto) with any powers of attorney and other documents
necessary or appropriate to enable the Collateral Manager to carry out its collateral management 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 the Secured Parties, the Collateral Agent, the Collateral Administrator, the Administrative
Agent or any Lender 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. Following the occurrence and continuance of an Event of Default (unless otherwise waived by the Lenders in accordance
with Section 16.01), the Administrative Agent (acting in its sole discretion or at the direction of the Required Lenders)
may provide notice to the Collateral Manager (with a copy to the Collateral Administrator, the Document Custodian and the Collateral
Agent) that the Secured Parties are exercising their control rights with respect to the Collateral in accordance with Section 6.02.


 


Section 11.05.     Realization
Upon Defaulted Loans. The Collateral Manager will use reasonable efforts consistent with
the Collateral Management Standard, this Agreement and the Related Documents to exercise (on behalf of the Borrower and the Secured
Parties) available remedies (which may include liquidating, foreclosing upon or repossessing, as applicable, or otherwise comparably
converting the ownership of any related property) with respect to any Defaulted Loan. The Collateral Manager will comply with
the Collateral Management Standard, the Related Documents and Applicable Law in realizing upon such related property, and employ
practices and procedures, including reasonable efforts, consistent with the Collateral Management Standard and the Related Documents,
to enforce all obligations of Obligors. Without limiting the generality of the foregoing, the Collateral Manager may cause the
sale of any such related property 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 Collateral Loan, the related property, the sale price of the related property and certifying
that such sale price is the fair market value of such related property. The Collateral Manager will remit to the Collection Account
the recoveries received in connection with the sale or disposition of related property relating to any Defaulted Loan hereunder.


 






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Section 11.06.     Collateral
Management Compensation. As compensation for its servicing and collateral management
activities hereunder and reimbursement for its expenses, the Collateral Manager shall be entitled to receive the Collateral Management
Fee to the extent of funds available therefor pursuant to the Priority of Payments, as applicable.


 


Section 11.07.     Payment
of Certain Expenses by Collateral Manager. The Collateral Manager (if the Collateral
Manager is an Affiliate of the Borrower) 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 the production of 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 shall be required
to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Collateral Management
Fee.


 


Section 11.08.     The
Collateral Manager Not to Resign; Assignment. The Collateral Manager shall not resign
from the obligations and duties hereby imposed on it except upon the Collateral Manager’s determination that the performance
of its duties hereunder is or becomes impermissible under Applicable Law. Any such determination permitting the resignation of
the Collateral Manager shall be evidenced by an opinion of counsel to such effect delivered to the Administrative Agent and each
Lender. No such resignation shall become effective until a Successor Collateral Manager shall have assumed the responsibilities
and obligations of the Collateral Manager in accordance with Section 11.09.


 


Section 11.09.     Appointment
of Successor Collateral Manager. (a)  Upon resignation of the Collateral Manager
pursuant to Section 11.08, the Borrower may (with the consent of the Administrative Agent and the Required Lenders)
at any time appoint a successor collateral manager (the “Successor Collateral Manager”), which, for the avoidance
of doubt may be the Administrative Agent or any Lender, and such Successor Collateral Manager shall accept its appointment by
a written assumption in a form acceptable to the Administrative Agent. Upon the occurrence and continuance of a Collateral Manager
Termination Event, the Administrative Agent may (with the consent of the Required Lenders and, in the case of a Collateral Manager
Termination Event arising solely under Section 6.03(a), with the consent of the BDC) at any time appoint a successor
collateral manager, which, for the avoidance of doubt may be the Administrative Agent or any Lender, and such Successor Collateral
Manager shall accept its appointment by a written assumption in a form acceptable to the Administrative Agent. No assignment of
this Agreement by the Collateral Manager (including, without limitation, a change in control or management of the Collateral Manager
which would be deemed an “assignment” under the Investment Advisers Act of 1940, as amended) shall be made unless
such assignment is consented to in writing by the Borrower and the Administrative Agent (such consent not to be unreasonably withheld
or delayed); provided, however, that nothing herein shall be construed to restrict the ability of the Administrative
Agent to replace the Collateral Manager upon the occurrence of a Collateral Manager Termination Event pursuant to Section 11.09
or any obligations of the Collateral Manager in connection with such provisions.


 






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(b)            Upon
its appointment (the “Assumption Date”), the Successor Collateral Manager shall be the successor in all respects
to the Collateral Manager with respect to collateral management functions under this Agreement subject to and in accordance with
the terms of this Agreement (including without limitation Article XIII hereof) and shall be subject to all the responsibilities,
duties and liabilities relating thereto placed on the Collateral Manager by the terms and provisions hereof, and all references
in this Agreement to the Collateral Manager shall be deemed to refer to the Successor Collateral Manager; provided
that the Successor Collateral Manager shall not (i) be deemed to have assumed or to become liable for, or otherwise have
any liability for, any duties, responsibilities, actions performed, breaches, defaults, claims, obligations or liabilities of
the terminated Collateral Manager or any other predecessor Collateral Manager arising before the Assumption Date, (ii) have
any obligation to pay any taxes required to be paid by the terminated Collateral Manager or any other predecessor Collateral Manager
(provided that the Successor Collateral Manager shall pay any income taxes for which it is liable), (iii) have
any liability for any failure to perform its duties as Collateral Manager, or any loss or damages arising from such failure, that
results from the actions (or inaction) of the terminated Collateral Manager or any other predecessor Collateral Manager on or
before the Assumption Date, (iv) have any obligation to perform advancing or repurchase obligations, if any, of the Borrower,
the terminated Collateral Manager or any other predecessor Collateral Manager unless it elects to do so in its sole discretion,
(v) have any obligation to pay any of the fees and expenses of any other party to the transaction contemplated by this Agreement
or any Facility Document, (vi) have any liability with respect to any of the representations and warranties of any predecessor
Collateral Manager under this Agreement, (vii) have any obligation to expend or risk its own funds or otherwise incur any
financial liability in the performance of its duties hereunder or in the exercise of any of its rights and powers, if, in its
reasonable judgment, it shall believe that repayment of such funds or adequate indemnity against such risk or liability is not
assured to it and (viii) have any obligation to file or record any financing statements or other documents in order to perfect
or continue any security interests contemplated by this Agreement unless it has been directed by the Administrative Agent to make
such filing or recordation. The indemnification obligations of the Successor Collateral Manager, upon becoming a Successor Collateral
Manager, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under
the circumstances.


 


(c)            The
Collateral Manager agrees to cooperate and use its commercially reasonable efforts in effecting the transition of the responsibilities
and rights of servicing of the Collateral, including, without limitation, the transfer to the Successor Collateral Manager for
the administration by it of all cash amounts that shall at the time be held by the Collateral Manager for deposit, or have been
deposited by the Collateral Manager, or thereafter received with respect to the Collateral and the delivery to the Successor Collateral
Manager in an orderly and timely fashion of all files and records with respect to the Collateral and a computer data file in readable
form containing all information necessary to enable the Successor Collateral Manager to service the Collateral. In addition, the
Collateral Manager agrees to cooperate and use its commercially reasonable efforts in providing, at the expense of the Collateral
Manager, the Successor Collateral Manager with reasonable access (including at the premises of the Collateral Manager) to the
employees of the Collateral Manager, and any and all of the books, records (in electronic or other form) or other information
reasonably requested by it to enable the Successor Collateral Manager to assume the servicing functions hereunder and under this
Agreement and to maintain a list of key servicing personnel and contact information.


 






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(d)            Notwithstanding
the Successor Collateral Manager’s assumption of, and its agreement to perform and observe, all duties, responsibilities
and obligations of the Collateral Manager under this Agreement arising on and after the Assumption Date, the Successor Collateral
Manager shall not be deemed to have assumed or to become liable for, or otherwise have any liability for, any duties, responsibilities,
obligations or liabilities of the initial Collateral Manager or any other predecessor Collateral Manager arising under the terms
of this Agreement, arising by operation of law or otherwise with respect to the period ending on the Assumption Date, including,
without limitation, any liability for, any duties, responsibilities, obligations or liabilities of the initial Collateral Manager
or any other predecessor Collateral Manager arising on or before the Assumption Date under this Agreement, regardless of when
the liability, duty, responsibility or obligation of the initial Collateral Manager or any other predecessor Collateral Manager
therefor arose, whether provided by the terms of this Agreement arising by operation of law or otherwise, and in no case will
the Successor Collateral Manager have any liability for any failure to perform its duties as Collateral Manager, or any loss or
damages arising from such failure, that results from the actions (or inaction) of the initial Collateral Manager or any other
predecessor Collateral Manager on or before the Assumption Date.


 


(e)            The
Successor Collateral Manager undertakes to perform only such duties and obligations as are specifically set forth in this Agreement,
it being expressly understood by all parties hereto that there are no implied duties or obligations of the Successor Collateral
Manager hereunder.


 


(f)            Notwithstanding
anything contained in this Agreement or any Facility Document to the contrary, the Successor Collateral Manager is authorized
to accept and rely on all of the accounting, records (including computer records) and work of the prior Collateral Manager relating
to the Collateral Loans (collectively, the “Predecessor Collateral Manager Work Product”) without any audit
or other examination thereof, except to the extent that it knows such records or work product to be incorrect, and such Successor
Collateral Manager shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Collateral
Manager or any other predecessor Collateral Manager. If any error, inaccuracy, omission or incorrect or non-standard practice
or procedure (collectively, “Errors”) exist in any Predecessor Collateral Manager Work Product and such Errors
make it materially more difficult to service or should cause or materially contribute to the Successor Collateral Manager making
or continuing any Errors (collectively, “Continued Errors”), such Successor Collateral Manager shall have no
duty, responsibility, obligation or liability for such Continued Errors; provided that such Successor Collateral
Manager agrees to use commercially reasonable efforts to prevent further Continued Errors. In the event that the Successor Collateral
Manager becomes aware of Errors or Continued Errors, it shall, with the prior consent of the Administrative Agent, use its commercially
reasonable efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors
and to prevent future Continued Errors. The Successor Collateral Manager shall be entitled to recover its costs thereby expended
in accordance with the Priority of Payments.


 






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(g)            The
Collateral Manager will, upon the request of the Successor Collateral Manager, provide the Successor Collateral Manager with a
power of attorney providing that the Successor Collateral Manager is authorized and empowered to execute and deliver, on behalf
of the Collateral Manager, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do so or accomplish
all other acts or things necessary or appropriate to effect the purposes of such notice of termination or to perform the duties
of the Collateral Manager under this Agreement.


 


(h)            The
Successor Collateral Manager shall not be liable for an action or omission to act hereunder, except for its own willful misconduct,
gross negligence or bad faith. Under no circumstances will the Successor Collateral Manager be liable for indirect, special, consequential
or incidental damages, such as loss of use, revenue or profit. In no event shall the Successor Collateral Manager be liable to
the Borrower for any bad debts or other defaults by Obligors.


 


(i)            Except
as set forth herein, the Successor Collateral Manager shall have no duty to review any information regarding the Collateral Manager,
including any financial statements or the information set forth herein.


 


(j)            If
the Successor Collateral Manager is prevented from fulfilling its obligations hereunder as a result of government actions, regulations,
fires, strikes, accidents, acts of God or other causes beyond the control of such party, the Successor Collateral Manager shall
use commercially reasonable efforts to resume performance as soon as reasonably possible, and the Successor Collateral Manager’s
obligations shall be suspended for a reasonable time during which such conditions exist.


 






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Article XII


 


The
Agents


 


Section 12.01.     Authorization
and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative
Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and,
to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together
with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities,
except those expressly set forth herein or in the other Facility Documents, or any fiduciary relationship with any Secured Party,
and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be
read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed
or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement and
the transactions contemplated hereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents,
no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting
(and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders or,
with respect to the Collateral Agent, the Administrative Agent; provided that such Agent shall not be required to
take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this
Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under
any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide
that an Agent’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s reasonable discretion,
or provide to a similar effect, it shall not in its instructions (or, by refusing to provide instruction) to such Agent withhold
its consent or exercise its discretion in an unreasonable manner.


 


If the Collateral
Agent has been requested or directed by the Administrative Agent or the Required Lenders to take any action pursuant to any provision
of this Agreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the
rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been
provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance
with or in performing such request or direction. No provision of this Agreement or any Facility Document shall otherwise be construed
to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur
any cost, expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense
or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to take any affirmative action
to exercise or enforce any power, right or remedy available to it under this Agreement or any Facility Document or Related Document
unless and until directed by the Required Lenders (or the Administrative Agent on their behalf).


 


Neither the Collateral
Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such person in accordance
with any notice given by the Required Lenders (or the Administrative Agent on their behalf) pursuant to the terms of this Agreement
or any other Facility Document even if, at the time such action is taken by any such person, the Required Lenders or persons purporting
to be the Required Lenders are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent
has actual knowledge (without any duty of inquiry or investigation on its part) that such Required Lenders or persons purporting
to be the Required Lenders are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation
of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have
the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader.


 






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If in performing its
duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request
written instructions from the Administrative Agent or the Required Lenders as to the course of action desired by it. If the Collateral
Agent does not receive such instructions within two Business Days after it has requested them, the Collateral Agent may, but shall
be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with
instructions received after such two-Business Day period except to the extent it has already, in good faith, taken or committed
itself to take, action inconsistent with such instructions.


 


Section 12.02.     Delegation
of Duties. Each Agent may execute any of its duties under this Agreement and each other
Facility Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters
pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected
by it with reasonable care.


 


Section 12.03.     Agent’s
Reliance, Etc. (a) Neither Agent nor any of its respective directors, officers,
agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this
Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without
limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation,
counsel for the Borrower or the Collateral Manager or any of their Affiliates) and 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 to any Secured Party or any other
Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether
written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty
to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement,
the other Facility Documents or any Related Documents on the part of the Borrower or the Collateral Manager or any other Person
or to inspect the property (including the books and records) of the Borrower or the Collateral Manager; (iv) shall not be
responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency
or value of any Collateral, this Agreement, the other Facility Documents, any Related Document or any other instrument or document
furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral;
and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting
upon (or by refraining from action in reliance on) any notice, consent, certificate (including for the avoidance of doubt, the
Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which
may be delivered by facsimile, email, cable, telex or other electronic transmission, if acceptable to it) reasonably believed
by it to be genuine and signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any
Lender or any other Person for the Borrower’s, the Collateral Manager’s or any Lender’s, as the case may be,
performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility
Document.


 






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(b)            No
Agent shall be liable for the actions or omissions of any other Agent (including without limitation concerning the application
of funds), or under any duty to monitor or investigate compliance on the part of any other Agent with the terms or requirements
of this Agreement, any Facility Documents or any Related Documents, or their duties thereunder. Each Agent shall be entitled to
assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive
(including, without limitation, each Notice of Borrowing received hereunder). No Agent shall be liable for any action taken in
good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or
instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby
for such action (including without limitation for refusing to exercise discretion or for withholding its consent in the absence
of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction
to exercise such discretion or grant such consent from the Required Lenders, as applicable). No Agent shall be liable for any
error of judgment made in good faith unless it shall be proven by a court of competent jurisdiction that such Agent was grossly
negligent in ascertaining the relevant facts. Nothing herein or in any Facility Documents or Related Documents shall obligate
any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur
any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect,
special or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood
thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually
known to a Responsible Officer of such Agent, or unless and to the extent written notice of such matter is received by such Agent
at its address in accordance with Section 16.02. Any electronically signed document delivered via email from a person
purporting to be a Responsible Officer shall be considered signed or executed by such Responsible Officer on behalf of the applicable
Person. No Agent shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature
and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto. Any permissive
grant of power to an Agent hereunder shall not be construed to be a duty to act. Neither Agent shall be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
entitlement order, approval, electronic transmission or other paper or document. Neither Agent shall be liable for any error of
judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything
that it may do or refrain from doing in connection herewith except in the case of its willful misconduct, bad faith, reckless
disregard or grossly negligent performance or omission of its duties.


 


(c)            No
Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall
include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed
after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.


 


(d)            The
delivery of reports, and other documents and information to the Collateral Agent hereunder or under any other Facility Document
or Related Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information
shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party.
Whether or not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral
Agent shall have all of the rights, benefits, protections and indemnities that are afforded to it in this Agreement.


 






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(e)            Each
Lender acknowledges that except as expressly set forth in this Agreement, the Collateral Agent has not made any representation
or warranty to it, and that no act by the Collateral Agent hereafter taken, including any consent and acceptance of any assignment
or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Collateral Agent
to any Secured Party as to any matter. Each Lender represents to the Collateral Agent that it has, independently and without reliance
upon the Collateral Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of
and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the
Borrower, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each
Lender also represents that it will, independently and without reliance upon the Collateral Agent or any other Secured Party 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 this Agreement and the Facility Documents, and to make such investigations as it deems necessary
to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the
Borrower and the Collateral Manager. The Collateral Agent shall not have any duty or responsibility to provide any Secured Party
with any credit or other information concerning the business, prospects, operations, property, financial or other condition or
creditworthiness of the Borrower or Collateral Manager which may come into the possession of the Collateral Agent.


 


Section 12.04.     Indemnification.
Each of the Lenders agrees to indemnify and hold the Agents harmless (to the extent not reimbursed by or on behalf of the Borrower
pursuant to Section 16.04 or otherwise) from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, demands, charges, costs, expenses (including, without limitation, fees and expenses of agents, experts
or attorneys) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the
Agents in any way relating to or arising out of this Agreement or any other Facility Document or any Related Document or any action
taken or omitted by the Agents under this Agreement or any other Facility Document or any Related Document; provided
that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, demands, charges, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful
misconduct; and provided, further, that no Lender shall be liable to the Collateral Agent for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, demands, charges, costs, expenses or disbursements
(for purposes hereof, “Liabilities”) unless such Liabilities are imposed on, incurred by, or asserted against
the Collateral Agent as a result of any action taken, or not taken, by the Collateral Agent at the direction of the Administrative
Agent or such Lender or Lenders, as the case may be, in accordance with the terms and conditions set forth in this Agreement (it
being understood and agreed that the Collateral Agent shall be under no obligation to exercise or to honor any of the rights or
powers vested in it by this Agreement at the request or direction of any of the Lenders (or other Persons authorized or permitted
under the terms hereof to make such request or give such direction) pursuant to this Agreement or any of the other Facility Documents,
unless such Lenders shall have provided to the Collateral Agent security or indemnity reasonably satisfactory to it against the
costs, expenses (including reasonable and documented fees and expenses of agents, experts and attorneys) and Liabilities which
might reasonably be incurred by it in compliance with such request or direction, whether such indemnity is provided under this
Section 12.04 or otherwise). The rights of the Agents and obligations of the Lenders under or pursuant to this Section 12.04
shall survive the termination of this Agreement, and the earlier removal or resignation of any Agent hereunder.


 






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Section 12.05.     Successor
Agents. Subject to the terms of this Section 12.05, each Agent may, upon
thirty days’ notice to the Lenders and the Borrower, resign as Administrative Agent or Collateral Agent, as applicable.
If an Agent shall resign then the Required Lenders shall appoint a successor agent. If for any reason a successor agent is not
so appointed and does not accept such appointment within thirty days of notice of resignation such Agent may appoint a successor
agent. The appointment of any successor Agent shall be subject to the prior written consent of the Borrower (which consent shall
not be unreasonably withheld or delayed); provided that the consent of the Borrower to any such appointment shall
not be required if (i) an Event of Default shall have occurred and is continuing or, (ii) if such successor Agent is
a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the appointment of a
successor agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s resignation
hereunder as Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility
Documents and the provisions of this Article XII shall continue in effect for its benefit with respect to any actions
taken or omitted to be taken by it while it was Agent under this Agreement and under the other Facility Documents. Any Person
(i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation
to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of
the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further
act of any of the parties to this Agreement.


 


Section 12.06.     Administrative
Agent’s Capacity as a Lender. The Person serving as the Administrative Agent hereunder
shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were
not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent
hereunder.


 


Section 12.07.
Compensation of Collateral Agent. As compensation for its Collateral Agent activities hereunder, the Collateral Agent shall
be entitled to fees pursuant to the Collateral Agent, Document Custodian, Collateral Administrator and Intermediary Fee Letter
and any other reasonable and documented out-of-pocket fees, expenses (including reasonable and documented out-of-pocket fees,
costs and expenses of agents, experts and attorneys) and indemnity amounts payable by the Borrower or the Collateral Manager to
the Collateral Agent under the Facility Documents.


 






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Article XIII


 


Reserved


 


Article XIV


 


The
Document Custodian


 


Section 14.01.     Designation
of Document Custodian.


 


(a)            Initial
Document Custodian. The role of Document Custodian with respect to the Related Documents delivered to it shall be conducted
by the Person designated as Document Custodian hereunder from time to time in accordance with this Section 14.01.
Until the Administrative Agent shall give to U.S. Bank a Document Custodian Termination Notice, U.S. Bank is hereby appointed
as, and hereby accepts such appointment and agrees to perform the duties and obligations of, Document Custodian pursuant to the
terms hereof.


 


(b)            Successor
Document Custodian. Upon the Document Custodian’s receipt of a Document Custodian Termination Notice from the Administrative
Agent of the designation of a successor Document Custodian pursuant to the provisions of Section 14.05, the Document
Custodian agrees that it will terminate its activities as Document Custodian hereunder. Upon the resignation of the Document Custodian,
the Administrative Agent shall appoint a successor Document Custodian and if it does not do so within thirty days of the Document
Custodian’s resignation, the Document Custodian may petition a court of competent jurisdiction for the appointment of a
successor.


 


Section 14.02.     Duties
of Document Custodian.


 


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


 


(b)            Duties.
On or before the Funding Effective Date, and until its removal pursuant to Section 14.5, the Document Custodian shall
perform, on behalf of the Administrative Agent and the other Secured Parties, the following duties and obligations:


 






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(i)             The
Document Custodian shall take and retain custody of the Related Documents delivered to it by the Borrower or the Collateral Manager
(on behalf of the Borrower) pursuant to Section 7.05 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 Business Days of its receipt of the Related Documents and Loan Checklist (the “Review
Period”), the Document Custodian shall review the Related Documents delivered to it to confirm that (A) if the
Loan Checklist or electronic 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 Loan Checklist or electronic file indicates that such document
may 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 initial principal loan balance when entered into or obtained by the Borrower, loan identification
number and Obligor name with respect to such Collateral Loan is referenced on the related Loan Checklist or electronic file and
does not appear to be a duplicate Collateral Loan (such items (A) through (B) collectively, the “Review Criteria”).
In order to facilitate the foregoing review by the Document Custodian, in connection with each delivery of Related Documents for
a Collateral Loan hereunder to the Document Custodian, the Collateral Manager shall provide to the Document Custodian an electronic
file (in EXCEL or a comparable format acceptable to the Document Custodian) or the related Loan Checklist that contains a list
of all Related Documents for such Loan and whether they require original signatures, the loan identification number and the name
of the Obligor and the initial principal loan balance when entered into or obtained by the Borrower with respect to each related
Collateral Loan. Notwithstanding anything herein to the contrary, the Document Custodian’s obligation to review the Related
Documents shall be limited to reviewing such Related Documents based on the information provided on the Loan Checklist or electronic
file as the case may be. In receiving any Related Documents hereunder, and in maintaining any listing or providing any report
or communication with respect to the Related Documents held hereunder, the Document Custodian shall be required only to review
such Related Documents in accordance with the Review Criteria. Within one Business Day after the end of the Review Period, the
Document Custodian shall notify the Borrower, the Collateral Manager, the Administrative Agent and the Collateral Agent in writing
of any Related Documents listed on the Loan Checklist not included in the Related Documents so delivered to the Document Custodian
and any other exceptions to the Review Criteria substantially in the form of Exhibit L attached hereto (the “Custodial
Certificate”). After the Document Custodian’s delivery of the Custodial Certificate, the Collateral Manager shall
have ten Business Days to correct any non-compliance with any Review Criteria. In addition, if requested in writing in the form
of Exhibit E-1 by the Collateral Manager and approved by the Administrative Agent within ten Business Days of the
Document Custodian’s delivery of such Custodial Certificate, the Document Custodian shall return the Related Documents for
any Collateral Loan which fails to satisfy a Review Criteria to the Borrower. Other than the foregoing, the Document Custodian
shall not have any responsibility for reviewing any Related Documents.


 


(ii)            In
taking and retaining custody of the Related Documents, the Document Custodian shall be deemed to be acting as the custodian of
the Secured Parties, and has no instructions to hold any Related Documents for the benefit of any Person other than the Secured
Parties; provided that the Document Custodian makes no representations as to the existence, perfection or priority
of any Lien on the Related Documents or the instruments therein; and provided further that the Document Custodian’s
duties as custodian shall be limited to those expressly contemplated herein. In so taking and retaining custody of the Related
Documents, the Document Custodian shall be deemed to be acting for the purpose of perfecting the Collateral Agent’s security
interest therein under the UCC.


 






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(iii)           The
Document Custodian shall maintain continuous custody of all items in its possession in secure facilities in accordance with customary
standards for such custody and shall reflect in its records the interest of the Secured Parties therein. Each Related Document
which comes into the possession of the Document Custodian (other than documents delivered electronically) shall be maintained
in fire-resistant vaults or cabinets at the office of the Document Custodian specified in Schedule 5 or at such other offices
as shall be specified to the Administrative Agent, the Borrower and the Collateral Manager in a written notice at least thirty
(30) days prior to such change. Each Related Document shall be marked with an appropriate identifying label and maintained in
such manner so as to permit retrieval and access by the Document Custodian and the Administrative Agent. The Document Custodian
shall keep the Related Documents clearly segregated from any other documents or instruments in its files.


 


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


 


(v)            In
performing its duties, the Document Custodian shall use a similar degree of care and attention as it employs with respect to similar
collateral that it holds as Document Custodian for others.


 


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


 


(vii)          Notwithstanding
anything herein to the contrary, delivery of the Collateral Loans acquired by the Borrower which constitute Noteless Loans or
Participations or which are otherwise not evidenced by a “security” or “instrument” as defined in Section 8-102
and Section 9-102(a)(47) of the UCC, respectively, shall be made by delivery to the Document Custodian (as part of the Related
Documents) of (i) in the case of a Noteless Loan, a copy of the loan register with respect to such Noteless Loan evidencing
registration of such Collateral Loan on the books and records of the applicable Obligor or bank agent to the name of the Borrower
(or its nominee) or a copy (which may be a facsimile copy) of an assignment agreement in favor of the Borrower as assignee, and
(ii) in the case of a Participation, a copy of the related participation agreement. Any duty on the part of the Document
Custodian with respect to the custody of such Collateral Loans shall be limited to the exercise of reasonable care by the Document
Custodian in the physical custody of any such Related Documents delivered to it, including any related instrument, security, credit
agreement, assignment agreement and/or other agreements or documents, if any (collectively, “Financing Documents”),
that may be delivered to it as part of the Related Documents.


 






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(viii)         The
Document Custodian may assume the genuineness of any such Financing Document it may receive and the genuineness and due authority
of any signatures appearing thereon, and shall be entitled to assume that each such Financing Document it may receive is what
it purports to be. If an original “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47)
of the UCC, respectively, is or shall be or become available with respect to any Collateral Loan to be held by the Document Custodian
under this Agreement, it shall be the sole responsibility of the Borrower to make or cause delivery thereof to the Document Custodian,
and the Document Custodian shall not be under any obligation at any time to determine whether any such original security or instrument
has been or is required to be issued or made available in respect of any Collateral Loan or to compel or cause delivery thereof
to the Document Custodian.


 


(ix)           With
respect to the documents comprising each Related Document, the Document Custodian shall (i) act exclusively as Document Custodian
for the Secured Parties, (ii) hold all documents constituting such Related Document received by it for the exclusive use
and benefit of the Secured Parties and (iii) make disposition thereof only in accordance with the terms of this Agreement
or with written instructions furnished by the Administrative Agent; provided, that in the event of a conflict between
the terms of this Agreement and the written instructions of the Administrative Agent, the Administrative Agent’s written
instructions shall control.


 


(x)            The
Document Custodian shall accept only written instructions of a Responsible Officer of the Borrower, Collateral Agent, Collateral
Manager or Administrative Agent concerning the use, handling and disposition of the Related Documents.


 


(xi)            In
the event that (i) the Borrower, the Administrative Agent, the Administrative Agent, any Agent, the Collateral Manager, the
Document Custodian or the Collateral Agent shall be served by a third party with any type of levy, attachment, writ or court order
with respect to any Related Document or a document included within a Related Document or (ii) a third party shall institute
any court proceeding by which any Related Document or a document included within a Related Document shall be required to be delivered
otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or
cause to be delivered to the other parties to this Agreement (to the extent not prohibited by Applicable Law) copies of all court
papers, orders, documents and other materials concerning such proceedings. The Document Custodian shall, to the extent permitted
by Applicable Law, continue to hold and maintain all the Related Documents that are the subject of such proceedings pending a
final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination
of such court, the Document Custodian shall dispose of such Related Document or a document included within such Related Document
as directed by the Administrative Agent, which shall give a direction consistent with such determination. The reasonable and documented
out-of-pocket expenses of the Document Custodian incurred as a result of such proceedings shall be borne by the Borrower and paid
in accordance with Section 16.04.


 






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(xii)           The
Document Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction
of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Document Custodian,
or the Administrative Agent. The Document Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including
a Collateral Manager Termination Event, unless a Responsible Officer of the Document Custodian has knowledge of such matter or
written notice thereof is received by the Document Custodian.


 


Section 14.03.     Merger
or Consolidation. Any Person (i) into which the Document Custodian may be merged
or consolidated, (ii) that may result from any merger or consolidation to which the Document Custodian shall be a party,
or (iii) that may succeed to the properties and assets of the Document Custodian substantially as a whole, which Person in
any of the foregoing cases executes an agreement of assumption to perform every obligation of the Document Custodian hereunder,
shall be the successor to the Document Custodian under this Agreement without further act of any of the parties to this Agreement.


 


Section 14.04.     Document
Custodian Compensation and Indemnification. As compensation for its Document Custodian
activities hereunder, the Document Custodian shall be entitled to fees pursuant to Collateral Agent, Document Custodian, Collateral
Administrator and Intermediary Fee Letter. The Document Custodian’s entitlement to receive the fees under the Collateral
Agent, Document Custodian, Collateral Administrator and Intermediary Fee Letter shall cease on the earlier to occur of: (i) its
removal as Document Custodian and appointment and acceptance by the successor custodian pursuant to Section 14.05
and the Document Custodian has ceased to hold any Related Documents or (ii) the termination of this Agreement. Upon termination
of this Agreement or earlier resignation or removal of the Document Custodian, the Borrower shall pay to the Document Custodian
such compensation, and shall likewise reimburse the Document Custodian for its costs, expenses and disbursements, as may be due
as of the date of such termination, resignation or removal, as the case may be. For the avoidance of doubt, the Document Custodian
shall be entitled to all of the benefits of the indemnification provisions to the extent and in the manner set forth in Section 16.04.
All indemnifications in favor of the Document Custodian under this Agreement shall survive the termination of this Agreement,
or any resignation or removal of the Document Custodian. The Borrower agrees to pay or reimburse to the Document Custodian upon
its request from time to time all costs, disbursements, advances, and expenses (including reasonable fees and expenses of agents,
experts and legal counsel) incurred, in connection with the preparation, execution, performance or enforcement of this Agreement,
or in connection with the transactions contemplated hereby or performance by the Document Custodian of its duties and services
under this Agreement (including costs and expenses of any action deemed necessary by the Document Custodian to collect any amounts
owing to it under this Agreement).


 






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Section 14.05.     Document
Custodian Resignation and Removal.


 


(a)            The
Document Custodian may be removed, with or without cause, by the Administrative Agent by notice given in writing to the Document
Custodian and the Collateral Agent (the “Document Custodian Termination Notice”); provided that
notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity
(and shall continue to be entitled to receive fees) until a successor Document Custodian has been appointed, has agreed to act
as Document Custodian hereunder, and has received all Related Documents held by the previous Document Custodian. Any such appointment
shall be accomplished by written instrument and one original counterpart of such instrument of appointment shall be delivered
to the Document Custodian and the successor custodian, with a copy delivered to the Administrative Agent, the Borrower, the Collateral
Agent and the Collateral Manager.


 


(b)            The
Document Custodian shall not resign from the obligations and duties hereby imposed on it except upon (a)  written notice
to the Borrower, the Collateral Manager and the Administrative Agent, or (b) the Document 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 Document Custodian could take to make the performance of its duties hereunder permissible under
Applicable Law. Any such determination permitting the resignation of the Document 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 custodian shall have assumed the responsibilities and obligations of the Document Custodian hereunder.
Promptly after receipt of notice of the Document Custodian’s resignation, the Administrative Agent shall promptly appoint
a successor custodian by written instrument, in duplicate, copies of which instrument shall be delivered to the Borrower, the
Collateral Manager, each Agent, the resigning Document Custodian and to the successor custodian.


 


(c)            In
the event of any such resignation or removal, the Document Custodian shall, no later than five (5) Business Days after receipt
of notice of the successor custodian, transfer to the successor custodian, as directed in writing by the Administrative Agent,
all the Related Documents being administered under this Agreement. The cost of the shipment of Related Documents arising out of
the resignation of the Document Custodian pursuant to Section 14.05(b) shall be at the expense of the Document
Custodian. Any reasonable and documented out-of-pocket cost of shipment arising out of the removal or discharge of the Document
Custodian pursuant to Section 14.05(a) shall be at the expense of the Borrower and paid in accordance with Section 16.04.


 






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Section 14.06.     Limitation
on Liability.


 


(a)            The
Document Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion,
notice, letter, facsimile, email, electronic transmission 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 Document Custodian may rely conclusively on
and shall be fully protected in acting upon (a) the written instructions (including any instructions provided by facsimile,
email or other electronic transmission) of any designated officer of the Administrative Agent or (b) the verbal instructions
of the Administrative Agent.


 


(b)            The
Document 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. The Document Custodian may exercise any of its rights or powers hereunder or perform
any of its duties hereunder either directly or by or through agents or attorneys, and the Document Custodian shall not be responsible
for any misconduct or negligence on the part of any agent or attorney appointed hereunder with due care by it. Each of the protections,
reliances, indemnities and immunities offered to the Collateral Agent in Article XII shall be afforded to the Document Custodian.


 


(c)            The
Document 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 duties in taking and retaining
custody of the Related Documents.


 


(d)            The
Document 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 Document Custodian shall not be obligated to take any action hereunder
that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory
to it.


 


(e)            The
Document 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 Document Custodian.


 


(f)            The
Document 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 Document Custodian is not guaranteeing performance of or assuming any liability
for the obligations of the other parties hereto or any parties to the Collateral.


 






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(h)            Without
prejudice to the generality of the foregoing, the Document Custodian shall be without liability to the Borrower, Collateral Manager,
the Administrative Agent or any other Person for any failure or delay in the performance or its obligations hereunder because
of, or for any damage or loss resulting from or caused by, events or circumstances beyond the Document Custodian’s reasonable
control, including nationalization, expropriation, currency restrictions, the interruption, disruption or suspension of the normal
procedures and practices of any securities market, power, mechanical, communications or other technological failures or interruptions,
computer viruses or the like, fires, floods, earthquakes or other natural disasters, civil and military disturbance, acts of war
or terrorism, riots, revolution, acts of God, work stoppages, strikes, national disasters of any kind, or other similar events
or acts; errors by the Borrower, the Collateral Manager, Collateral Administrator or the Administrative Agent (including any Responsible
Officer of any thereof) in its instructions to the Document Custodian; or changes in applicable law, regulation or orders.


 


(i)             In
the event that (i) the Borrower, Collateral Agent, the Collateral Administrator, the Collateral Manager, the Administrative
Agent, Lenders or Document Custodian shall be served by a third party with any type of levy, attachment, writ or court order with
respect to any Loan or Related Documents or (ii) a third party shall institute any court proceeding by which any Related
Document shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving
such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers,
orders, documents and other materials concerning such proceedings. The Document Custodian shall, to the extent permitted by law,
continue to hold and maintain all the Related Documents that are the subject of such proceedings pending a final, nonappealable
order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court,
the Document Custodian shall dispose of such Related Documents as directed by the Collateral Agent or Administrative Agent, which
shall give a direction consistent with such determination. Expenses of the Document Custodian incurred as a result of such proceedings
shall be borne by the Borrower.


 


Section 14.07.     Delivery
of Related Documents. (a) The Borrower shall deliver, or cause to be delivered,
to the Document Custodian all of the Related Loan Documents for each Collateral Loan owned by the Borrower at any time during
the term of this Agreement at the address identified herein. The Document Custodian shall not be responsible for any Collateral
Loan or Related Document until actually received by it.


 


(b)            The
Borrower or the Collateral Manager (on behalf of the Borrower) shall deliver, promptly after the acquisition of any Collateral
Loan (but no more than five (5) Business Days after such acquisition) the Related Documents for each Collateral Loan. In
connection with each delivery of Related Documents to the Document Custodian, the Collateral Manager shall represent, warrant
and agree that the Related Documents delivered to the Document Custodian shall include all of the documents listed in the related
Loan Checklist and all of such documents are complete in all material respects pursuant to a certification in the form of Exhibit G
executed by a Responsible Officer of the Collateral Manager.


 






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(c)            Notwithstanding
any language to the contrary herein, the Document Custodian shall make no representations as to, and shall not be responsible
to verify, (i) the validity, legality, ownership, title, perfection, priority, enforceability, due authorization, recordability,
sufficiency for any purpose, or genuineness of any of the documents contained in the Related Documents or (ii) the collectability,
insurability, effectiveness or suitability of any such Collateral Loan.


 


Section 14.08.     Release
of Related Documents.


 


(a)            Release
for Servicing. From time to time and as appropriate for the enforcement or servicing of any of the Collateral, the Document
Custodian is hereby authorized (unless and until such authorization is revoked by the Administrative Agent) to, and shall, upon
written receipt from the Collateral Manager of a request for release of documents and receipt in the form annexed hereto as Exhibit E-1
a (“Request for Release of Related Documents”), release to the Collateral Manager within two Business Days
of receipt of such request, the Related Documents or the documents set forth in such Request for Release of Related Documents.
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 Document Custodian the Related
Documents 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. Upon receipt of a certificate
of the Collateral Manager substantially in the form of Exhibit E-2 (a “Certificate for Release of Related
Documents”), with a copy to the Administrative Agent (who shall forward a copy to the Collateral Agent), stating that
such Collateral Loan was either (x) liquidated and that all amounts received or to be received in connection with such liquidation
that are required to be deposited have been so deposited, (y) sold pursuant to a sale in accordance with Section 10.01,
or (z) repurchased or substituted in accordance with Section 10.03, the Document Custodian shall within three
(3) Business Days of its receipt of such Certificate for Release of Related Documents, release the requested Related Documents
to the Collateral Manager, and the Collateral Manager will not be required to return the Related Documents to the Document Custodian.


 


(b)            Release
for Payment. Upon receipt by the Document Custodian of the Collateral Manager’s Request for Release of Related Documents
(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 Document Custodian shall promptly release the
Related Documents to the Collateral Manager.


 


Section 14.09.     Return
of Related Documents. The Borrower may, with the prior written consent of the Administrative
Agent (such consent not to be unreasonably withheld), require that the Document Custodian return each Related Document (as applicable),
respectively (a) delivered to the Document Custodian in error, (b) as to which the Lien on the underlying assets securing
such related Collateral Loan has been so released pursuant to Section 7.02, (c) that has been the subject of
a discretionary sale or any sale of a loan pursuant to Section 10.01 or substitution pursuant to Section 10.03
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 Document Custodian and the Administrative Agent a written Request for Release of Related Documents (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 Document Custodian shall upon its receipt of each such Request for Release of Related Documents executed by the Borrower and
the Administrative Agent promptly, but in any event within two Business Days, return the Related Documents so requested to the
Borrower.


 






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Section 14.10.     Access
to Certain Documentation and Information Regarding the Collateral; Audits.


 


(a)            The
Collateral Manager and the Document Custodian shall provide to the Administrative Agent access to the Related Documents 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, with respect to the Document Custodian, at the expense of the Borrower)
but only (i) upon two Business Days’ prior written request, (ii) during normal business hours and (iii) subject
to the Collateral Manager’s and Document Custodian’s normal security and confidentiality procedures; provided
that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such
review, and shall use reasonably commercial efforts to schedule any review on a day when Lenders desiring to participate in such
review may be included. From time to time 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 XI and may conduct an audit of the Collateral, and Related Documents in conjunction with such a review.
Such review shall be reasonable in scope and shall be completed in a reasonable period of time, in each case subject to the provisions
of Section 5.03(e). The Collateral Manager hereby agrees to cause each of the Administrator and the Advisor, as applicable,
to provide access to the Related Documents and all other documentation regarding the Collateral and allow the Administrative Agent
the right to review their collection and administration of the Collateral, as required under this Section 14.10(a).


 


(b)            Without
limiting the foregoing provisions of Section 14.10(a), from time to time on request of the Administrative Agent, the
Document Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent
to conduct a review of the Related Documents and all other documentation regarding the Collateral. Up to one such review per fiscal
year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting
Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews,
regardless of frequency, shall be at the expense of the Borrower.


 


Section 14.11.     Representations
and Warranties of the Document Custodian. The Document Custodian in its individual capacity
and as Document 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
Document Custodian under this Agreement.


 






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(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 Document 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 Document 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 Document Custodian.


 


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


 


(f)             Validity.
The Agreement constitutes the legal, valid and binding obligation of the Document Custodian, enforceable against the Document
Custodian in accordance with its terms, except as such enforceability may be limited by applicable Bankruptcy Code and general
principles of equity (whether considered in a suit at law or in equity).


 


Section 14.12.     Covenants
of the Document Custodian.


 


(a)            Affirmative
Covenants of the Document Custodian.


 


(i)             Compliance
with Law. The Document Custodian will comply in all material respects with all Applicable Law.


 


(ii)            Preservation
of Existence. The Document 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.


 






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(iii)            Location
of Related Documents. Subject to Section 14.08, the Related Documents shall remain at all times in the possession
of the Document Custodian at the Corporate Trust Office of the Document Custodian unless notice of a different address is given
in accordance with the terms hereof or unless the Administrative Agent agrees to allow certain Related Documents to be released
to the Collateral Manager on a temporary basis in accordance with the terms hereof, except as such Related Documents may be released
pursuant to this Agreement.


 


(b)            Negative
Covenants of the Document Custodian.


 


(i)              Related
Documents.  The Document Custodian will not dispose of any documents constituting the Related Documents in any manner that
is inconsistent with the performance of its obligations as the Document Custodian pursuant to this Agreement.


 


(ii)             No
Changes to Document Custodian Fee. The Document Custodian will not make any changes to the custodian fee set forth in the
Collateral Agent, Document Custodian, Collateral Administrator and Intermediary Fee Letter without the prior written approval
of the Administrative Agent and the Borrower.


 


Section   14.13.     Transmission of Related Documents. Written instructions as to the method of shipment and shipper(s) the Document Custodian
is directed to utilize in connection with the transmission of Related Documents in the performance of the Document Custodian’s
duties hereunder shall be delivered by the Borrower or the Collateral Manager to the Document Custodian prior to any shipment
of any Related Documents hereunder. In the event the Document Custodian does not receive such written instruction from the Borrower
or the Collateral Manager, the Document Custodian shall be authorized and indemnified as provided herein to utilize a nationally
recognized courier service. The Collateral Manager shall arrange for the provision of such services at the sole cost and expense
of the Borrower (or, at the Document Custodian’s option, reimburse the Document Custodian for all reasonable and documented
out-of-pocket costs and expenses incurred by the Document Custodian consistent with such instructions in accordance with Section 16.04)
and shall maintain such insurance against loss or damage to the Related Documents as the Collateral Manager deems appropriate.


 


Section   14.14     Document Custodian as Agent of Collateral Agent. The Document Custodian agrees that, with respect to any Related Document
at any time or times in its possession or held in its name, the Document Custodian shall be the agent and custodian of the Collateral
Agent, for the benefit of the Secured Parties, for purposes of perfecting (to the extent not otherwise perfected) the Collateral
Agent’s security interest in the Collateral and for the purpose of ensuring that such security interest is entitled to first
priority status under the UCC. For so long as the Document Custodian is the same entity as the Collateral Agent, the Document
Custodian shall be entitled to the same rights and protections afforded to the Collateral Agent hereunder.


 






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Article XV


 


The
Collateral Administrator


 


Section   15.01.     Powers
and Duties of Collateral Administrator. (a)  U.S. Bank shall act as Collateral Administrator pursuant to the terms of
this Agreement, until U.S. Bank’s resignation or removal as Collateral Administrator pursuant to Section 15.04
hereof. In such capacity, the Collateral Administrator shall assist the Borrower and the Collateral Manager by maintaining a database
of certain characteristics with respect to the Collateral on an ongoing basis, and in providing to the Borrower and the Collateral
Manager certain reports, calculations and other data (as may be mutually agreed upon by the parties hereto), which reports, calculations
and other data the Borrower or the Collateral Manager on its behalf, and/or the Collateral Administrator is required to prepare
and deliver (or which are necessary to be performed in order that certain reports and calculations can be performed as required)
under Section 8.06. U.S. Bank’s duties and authority to act as Collateral Administrator hereunder are limited
to the duties and authority specifically set forth in this Agreement. By entering into, or performing its duties under, this Agreement,
the Collateral Administrator shall not be deemed to assume any obligations or liabilities of the Borrower or the Collateral Manager
under this Agreement, and nothing herein contained shall be deemed to release, terminate, discharge, limit, reduce, diminish,
modify, amend or otherwise alter in any respect the duties, obligations or liabilities of the Borrower or the Collateral Manager
under or pursuant to this Agreement.


 


(b)           The
Collateral Administrator shall perform the following general functions from time to time:


 


(i)            Promptly,
and in any event within 30 days after the Closing Date, create a collateral database with respect to the Collateral (the “Collateral
Database”);


 


(ii)           Update
the Collateral Database promptly for changes and to reflect the sale or other disposition of the Collateral Loans included in
the Collateral (the “Portfolio Collateral”) and the addition to the Collateral of additional Loans from time
to time, in each case based upon, and to the extent of, information furnished to the Collateral Administrator by or on behalf
of the Borrower or Collateral Manager as may be reasonably required by the Collateral Administrator, or by the agents for the
underlying obligors from time to time, or based on information maintained by U.S. Bank in its capacity as Collateral Agent under
this Agreement;


 


(iii)          Provide
or make available the information contained in the Collateral Database to the Collateral Manager on behalf of the Borrower, as
the Collateral Manager shall reasonably request;


 


(iv)         Track
the receipt and daily allocation to the Collection Account with respect to Interest Proceeds and Principal Proceeds and the outstanding
balance therein, and any withdrawals therefrom and, on each Business Day, provide to the Collateral Manager daily reports reflecting
such actions to the Collection Accounts as of the close of business on the preceding Business Day;


 


(v)          [Reserved];


 


(vi)         [Reserved];
and


 






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(vii)        So
long as the same Person serves as both Collateral Administrator and as Collateral Agent under this Agreement, provide such other
information with respect to the Collateral as may be routinely maintained by the Collateral Administrator in performing its ordinary
Collateral Agent function pursuant to this Agreement (so long as it shall also serve as Collateral Agent under this Agreement),
or as may be required by this Agreement, as the Borrower or Collateral Manager may reasonably request from time to time.


 


(c)           The
Collateral Manager shall cooperate with the Collateral Administrator in connection with the matters described herein, including
the confirmation by the Collateral Administrator of the calculations contained in the Monthly Reports. Without limiting the generality
of the foregoing, the Collateral Manager shall advise in a timely manner the Collateral Administrator of the results of any determinations
required or permitted to be made by it or the Borrower under this Agreement and supply the Collateral Administrator with such
other information (in a mutually agreeable format) as is maintained by or on behalf of the Collateral Manager that the Collateral
Administrator may from time to time reasonably request with respect to the Collateral and reasonably needed to perform its obligations
hereunder or required to permit the Collateral Administrator to perform its obligations hereunder (including the Collateral Manager’s
determinations of Market Value, Aggregate Collateral Balance, Concentration Limitations and the Borrowing Base, as applicable)
and any other information that may be reasonably required under this Agreement with respect to a Collateral Loan (including as
to its designation as a Defaulted Loan, Ineligible Loan or Equity Security).


 


(d)           If,
in performing its duties under this Agreement, the Collateral Administrator is required to decide between alternative courses
of action or is otherwise uncertain as to the performance of its duties, including alternative methodologies in connection with
any Benchmark Replacement or any calculations required to be performed by the Collateral Administrator, the Collateral Administrator
may request written instructions (or, in its sole discretion, oral instructions followed by written confirmation thereof) from
the Borrower or the Collateral Manager, upon which the Collateral Administrator shall be entitled to conclusively rely, as to
the course of action desired by it. If the Collateral Administrator does not receive such instructions within two Business Days
after it has requested them, the Collateral Administrator may, but shall be under no duty to, take or refrain from taking any
such courses of action. The Collateral Administrator shall act in accordance with instructions received after such two-Business
Day period except to the extent it has already taken, or committed itself to take, action inconsistent with such instructions.
The Collateral Administrator shall be entitled to rely on the advice of legal counsel and independent accountants in performing
its duties hereunder and shall be deemed to have acted in good faith if it acts in accordance with such advice.


 


(e)           Nothing
herein shall prevent the Collateral Administrator or any of its Affiliates from engaging in other businesses or from rendering
services of any kind to any Person.


 


Section 15.02.     Compensation.
The Borrower agrees to pay, and the Collateral Administrator shall be entitled to receive, compensation for, and reimbursement
for expenses in connection with, the Collateral Administrator’s performance of the duties called for herein as provided
in the Collateral Agent, Document Custodian, Collateral Administrator and Intermediary Fee Letter.


 






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Section 15.03.     Limitation
of Responsibility of the Collateral Administrator; Indemnification. (a) The Collateral
Administrator will have no responsibility under this Agreement other than to render the services expressly called for hereunder
in good faith and without willful misfeasance, gross negligence or reckless disregard of its duties hereunder. The Collateral
Administrator shall incur no liability to anyone in acting upon any signature, instrument, statement, notice, resolution, request,
direction, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine
and reasonably believed by it to be signed by the proper party or parties. The Collateral Administrator may exercise any of its
rights or powers hereunder or perform any of its duties hereunder either directly or by or through agents or attorneys, and the
Collateral Administrator shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
hereunder with due care by it. Neither the Collateral Administrator nor any of its affiliates, directors, officers, shareholders,
agents or employees will be liable to the Collateral Manager, the Borrower or any other Person, except by reason of acts or omissions
by the Collateral Administrator constituting bad faith, willful misfeasance, fraud, gross negligence or reckless disregard of
the Collateral Administrator’s duties hereunder. The Collateral Administrator shall in no event have any liability for the
actions or omissions of the Borrower, the Collateral Manager or any other Person, and shall have no liability for any inaccuracy
or error in any duty performed by it that results from or is caused by inaccurate, untimely or incomplete information or data
received by it from the Borrower, the Collateral Manager or another Person except to the extent that such inaccuracies or errors
are caused by the Collateral Administrator’s own bad faith, willful misfeasance, fraud, gross negligence or reckless disregard
of its duties hereunder. The Collateral Administrator shall not be liable for failing to perform or delay in performing its specified
duties hereunder which results from or is caused by a failure or delay on the part of the Borrower, the Collateral Manager or
another Person in furnishing necessary, timely and accurate information to the Collateral Administrator. The duties and obligations
of the Collateral Administrator and its employees or agents shall be determined solely by the express provisions of this Agreement
and they shall not be under any obligation or duty except for the performance of such duties and obligations as are specifically
set forth herein, and no implied covenants shall be read into this Agreement against them. The Collateral Administrator may consult
with counsel and shall be protected in and shall have no liability as a result of any action reasonably taken in good faith in
accordance with the advice of such counsel.


 


(b)           The
Collateral Administrator may rely conclusively on any notice, certificate or other document (including, without limitation, facsimile,
email or other electronically transmitted instructions, documents or information) furnished to it hereunder and reasonably believed
by it in good faith to be genuine. The Collateral Administrator shall not be liable for any action taken by it in good faith and
reasonably believed by it to be within the discretion or powers conferred upon it, or taken by it pursuant to any direction or
instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction
required hereby for such action. The Collateral Administrator shall not be bound to make any investigation into the facts or matters
stated in any certificate, report or other document; provided, however, that, if the form thereof
is prescribed by this Agreement, the Collateral Administrator shall examine the same to determine whether it conforms on its face
to the requirements hereof. The Collateral Administrator shall not be deemed to have knowledge or notice of any matter unless
actually known to a Responsible Officer working in its Global Corporate Trust/Collateralized Debt Obligations Unit (or any successor
group of the Collateral Administrator). Under no circumstances shall the Collateral Administrator be liable for indirect, punitive,
special or consequential damages under or pursuant to this Agreement, its duties or obligations hereunder or arising out of or
relating to the subject matter hereof. In no event shall the Collateral Administrator 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 Administrator as completed
by this Agreement. It is expressly acknowledged by the Borrower and the Collateral Manager that application and performance by
the Collateral Administrator of its various duties hereunder (including recalculations to be performed in respect of the matters
contemplated hereby) shall be based upon, and in reliance upon, data and information provided to it by the Collateral Manager
(and/or the Borrower) with respect to the Collateral, and the Collateral Administrator shall have no responsibility for the accuracy
or completeness of any such information or data provided to it by such persons. Nothing herein shall impose or imply any duty
or obligation on the part of the Collateral Administrator to verify, investigate or audit any such information or data, or to
determine or monitor on an independent basis whether any obligor under the Collateral is in default or in compliance with the
underlying documents governing or securing such securities, from time to time, the role of the Collateral Administrator hereunder
being solely to perform certain mathematical computations and data comparisons and to provide certain reports and other deliveries,
as provided herein.


 






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(c)           The
Borrower shall, and hereby agrees to, reimburse, indemnify and hold harmless the Collateral Administrator and its affiliates,
directors, officers, shareholders, agents and employees for and from any and all losses, damages, liabilities, demands,
charges, costs, expenses (including the reasonable fees and expenses of counsel and other experts) and claims of any nature
in respect of, or arising from any acts or omissions performed or omitted by the Collateral Administrator, its affiliates,
directors, officers, shareholders, agents or employees pursuant to or in connection with the terms of this Agreement, or in
the performance or observance of its duties or obligations under this Agreement; provided the same are in good
faith and without willful misfeasance, fraud and/or gross negligence on the part of the Collateral Administrator or without
reckless disregard of its duties hereunder. The obligations of the Borrower under this Section 15.03(c)
shall survive the termination of this Agreement and any earlier resignation or removal of the Collateral
Administrator.


 


(d)           Nothing
herein shall obligate the Collateral Administrator to determine independently the correct characterization or categorization of
any item of Collateral, or to evaluate or verify the Collateral Manager’s characterization of any item of Collateral including
whether any item of Collateral is a Defaulted Loan, Ineligible Loan or Equity Security, any such determination being based
exclusively upon notification the Collateral Administrator receives from the Collateral Manager and nothing herein shall obligate
the Collateral Administrator to review or examine any underlying instrument or contract evidencing, governing or guaranteeing
or securing any Collateral Loan in order to verify, confirm, audit or otherwise determine any characteristic thereof.


 






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(e)           Without
limiting the generality of any terms of this Section 15.03, the Collateral Administrator shall have no liability for
any failure, inability or unwillingness on the part of the Collateral Manager or Borrower (or Collateral Agent, if not the same
Person as the Collateral Administrator) to provide accurate and complete information on a timely basis to the Collateral Administrator,
or otherwise on the part of any such party to comply with the terms of this Agreement or this Agreement and shall have no liability
for any inaccuracy or error in the performance or observance on the Collateral Administrator’s part of any of its duties
hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure
on the part of any such other party to comply with the terms hereof. Each of the protections, reliances, indemnities and immunities
offered to the Collateral Agent in Article XII shall be afforded to the Collateral Administrator.


 


Section 15.04.     Termination
of Collateral Administrator. (a)  At the option of the Borrower (with the prior
written consent or at the direction of the Administrative Agent prior to the termination of the Commitments and the payment in
full of the Obligations), the Collateral Administrator may be terminated upon ten days’ written notice of termination from
the Borrower to the Collateral Administrator and the Administrative Agent if any of the following events shall occur:


 


(i)            The
Collateral Administrator shall, in violation of its duty of care hereunder, default in the performance of any of its material
duties under this Agreement and shall not cure such default within thirty days (or, if such default cannot be cured in such time,
the Collateral Administrator shall not have given within thirty days such assurance of cure as shall be reasonably satisfactory
to the Borrower and the Administrative Agent and cured such default within the time so assured); or


 


(ii)           an
Insolvency Event relating to the Collateral Administrator occurs.


 


If an event specified in clause (ii) shall
occur, the Collateral Administrator shall give written notice thereof to the Collateral Manager, the Administrative Agent and
the Borrower within one Business Day after the occurrence of such event.


 


(b)           Except
when the Collateral Administrator shall be removed pursuant to subsection (a) of this Section 15.04 or shall
resign pursuant to subsection (c) of this Section 15.04, no removal or resignation of the Collateral Administrator
shall be effective until the date as of which a successor collateral administrator reasonably acceptable to the Administrative
Agent, the Borrower and the Collateral Manager shall have agreed in writing to assume all of the Collateral Administrator’s
duties and obligations pursuant to this Agreement and shall have executed and delivered an agreement in form and content reasonably
satisfactory to the Administrative Agent, the Borrower, the Collateral Manager and the Collateral Agent. Upon any resignation
or removal of the Collateral Administrator hereunder, the Borrower shall promptly, and in any case within thirty (30) days after
the related notice of resignation or removal, appoint a qualified successor to act as collateral administrator hereunder and cause
such successor collateral administrator to execute and deliver an agreement accepting such appointment as described in the preceding
sentence. If the Borrower fails to appoint such a qualified successor which duly accepts its appointment by properly executing
and delivering such an agreement within such time, the retiring Collateral Administrator shall be entitled to petition a court
of competent jurisdiction for the appointment of a successor to serve as collateral administrator hereunder and shall be indemnified
pursuant to Section 15.03(c) for the reasonable costs and expenses thereof.


 






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(c)           Notwithstanding
the foregoing, the Collateral Administrator may resign its duties hereunder without any requirement that a successor collateral
administrator be obligated hereunder and without any liability for further performance of any duties hereunder (i) immediately
upon the termination (whether by resignation or removal) of U.S. Bank as Collateral Agent under this Agreement, or (ii) upon
thirty days’ notice to the Collateral Manager and the Administrative Agent upon any reasonable determination by U.S. Bank
that the taking of any action, or performance of any duty, on its part as Collateral Administrator pursuant to the terms of this
Agreement would be in conflict with or in violation of its duties or obligations as Collateral Agent under this Agreement or (c) upon
at least sixty days’ prior written notice of termination to the Collateral Manager, the Administrative Agent and the Borrower
upon the occurrence of any of the following events and the failure to cure such event within such sixty day notice period: (i) failure
of the Borrower to pay any of the amounts specified in Section 15.02 hereof within sixty days after such amount is
due pursuant to Section 15.02 hereof (to the extent not already paid to Collateral Administrator pursuant to Section 9.01)
or (ii) failure of the Borrower to provide any indemnity payment to Collateral Administrator pursuant to the terms of this
Agreement, as the case may be, within sixty days of the receipt by the Borrower of the written request for such payment or reimbursement
(to the extent not already paid Collateral Administrator pursuant to Section 9.01).


 


(e)           Any
corporation into which the Collateral Administrator may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Collateral Administrator shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the Collateral Administrator, shall be the successor
of the Collateral Administrator hereunder without the execution or filing of any paper or any further act on the part of any of
the parties hereto.


 


Section 15.05.     Representations
and Warranties of the Collateral Administrator. The Collateral Administrator hereby represents
and warrants to the Collateral Manager and the Borrower as follows:


 


(i)            The
Collateral Administrator is a national banking association duly organized, validly existing and in good standing under the laws
of the United States of America and has full corporate power and authority to execute, deliver and perform this Agreement and
all obligations required hereunder and has taken all necessary corporate action to authorize this Agreement on the terms and conditions
hereof, the execution, delivery and performance of this Agreement and all obligations required hereunder. No consent of any other
person including, without limitation, stockholders or other equity holder and creditors of the Collateral Administrator, and no
license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with,
any governmental authority, except those that have been obtained, is required by the Collateral Administrator in connection with
this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and the obligations imposed
upon it hereunder. When executed and delivered by the Collateral Administrator and the other parties hereto, this Agreement will
constitute the legal, valid and binding obligations of the Collateral Administrator enforceable against the Collateral Administrator
in accordance with its terms subject, as to enforcement, (a) to the effect of bankruptcy, insolvency or similar laws affecting
generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency
or similar event applicable to the Collateral Administrator and (b) to general equitable principles (whether enforceability
of such principles is considered in a proceeding at law or in equity).


 






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(ii)           The
execution, delivery and performance of this Agreement and the documents and instruments required hereunder will not violate any
provision of any existing law or regulation binding on the Collateral Administrator, or any order, judgment, award or decree of
any court, arbitrator or governmental authority binding on the Collateral Administrator, or the articles of association or by-laws,
as amended, of the Collateral Administrator or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking
to which the Collateral Administrator is a party or by which the Collateral Administrator or any of its assets may be bound, the
violation of which would have a material adverse effect on the business, operations, assets or financial condition of the Collateral
Administrator and will not result in, or require, the creation or imposition of any lien on any of its property, assets or revenues
pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking the
creation or imposition of which would have a material adverse effect on the business operations, assets or financial condition
of the Collateral Administrator.


 


Section 15.06.     Successors
and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the successors
and assigns of the Collateral Administrator; provided, however, that the Collateral Administrator may not
assign its rights and obligations hereunder without the prior written consent of the Collateral Manager, the Administrative Agent,
the Required Lenders and the Borrower, except that U.S. Bank as Collateral Administrator may delegate to, employ as agent, or
otherwise cause any duty or obligation hereunder to be performed by, any direct or indirect wholly owned subsidiary of U.S. Bank
National Association or its successors without the prior written consent of the Collateral Manager, the Administrative Agent,
the Required Lenders and the Borrower (provided that in such event U.S. Bank as Collateral Administrator shall remain responsible
for the performance of its duties as Collateral Administrator hereunder). Notwithstanding the foregoing, the Collateral Administrator
consents to the pledge of its rights under this Agreement by the Borrower to the Collateral Agent, as provided in the granting
language set forth in Section 7.01 of this Agreement.


 


Section 15.07.     Joint
Venture. Nothing contained in this Agreement (i) shall constitute the Borrower,
the Collateral Administrator, the Lenders, the Agents and the Collateral Manager as members of any partnership, joint venture,
association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability
as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur
any obligation or liability on behalf of the others.


 






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Article XVI


 


Miscellaneous


 


Section 16.01.     No
Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured
Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or
remedy. Any waiver of any provision of this Agreement, and any consent to any departure by any party to this Agreement from the
terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which
given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand
in similar or other circumstances.


 


(b)           No
amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral
Manager, the Administrative Agent and the Required Lenders, provided that:


 


(i)            any
Fundamental Amendment shall also require the written consent of all Lenders; and


 


(ii)           no
such amendment (including, without limitation, any Benchmark Replacement Conforming Changes), modification, supplement or waiver
shall amend, modify or otherwise affect the rights or duties of any Agent, the Document Custodian or the Collateral Administrator
hereunder without the prior written consent of such Agent, Document Custodian or Collateral Administrator, as the case may be.


 


(c)           Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender
may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment
of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment
or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more
adversely than other affected Lenders shall require the consent of such Defaulting Lender.


 


Section 16.02.     Notices,
Etc. Except where telephonic instructions are authorized herein to be given, all notices,
demands, instructions and other communications required or permitted to be given to or made upon any party hereto shall be in
writing and shall be personally delivered or sent by registered, certified or express mail, postage prepaid, or by facsimile transmission,
or by prepaid courier service, or by electronic mail (if the recipient has provided an email address in Schedule 5),
and shall be deemed to be given for purposes of this Agreement on the day that such writing is received by the intended recipient
thereof in accordance with the provisions of this Section 16.02. Unless otherwise specified in a notice sent or delivered
in accordance with the foregoing provisions of this Section 16.02, notices, demands, instructions and other communications
in writing shall be given to or made upon the respective parties hereto at their respective addresses (or to their respective
facsimile numbers or email addresses) indicated in Schedule 5, and, in the case of telephonic instructions or notices,
by calling the telephone number or numbers indicated for such party in Schedule 5.


 






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Section 16.03.     Taxes.
(a) Any and all payments by or on account of an obligation of the Borrower under this Agreement shall be made, in accordance
with this Agreement, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities (including penalties, interest and expenses) with respect thereto, excluding: (A) any
taxes imposed on or measured by net income (however denominated) taxes, capital taxes, or similar taxes in lieu thereof, branch
profits taxes and franchise taxes, in each case imposed (i) in the case of any Secured Party, by the jurisdiction (or any
political subdivision thereof) under the laws of which such Secured Party is organized or in which its principal office is located,
or in the case of any Lender, in which its applicable lending office is located, or (ii) in the case of any Secured Party
or any Lender, by any jurisdiction by reason of such Secured Party or such Lender having any other present or former connection
with such jurisdiction (other than a connection arising solely from entering into, receiving any payment under or enforcing its
rights under this Agreement or any other Facility Document); (B) any U.S. federal withholding taxes imposed under FATCA;
and (C) any interest, penalties and additions to tax attributable to any of the foregoing (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the
Borrower shall be required by law (or by the interpretation or administration thereof) to deduct any Taxes from or in respect
of any sum payable by it hereunder or under any other Facility Document to any Secured Party, (i) the sum payable by the
Borrower shall be increased as may be necessary so that after making all required deductions (including deductions applicable
to additional sums payable under this Section 16.03) such Secured Party receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower
shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law. The obligation
of the Borrower to make any additional payments in respect of any deduction or withholding of Taxes as set forth in this Section 16.03
shall be subject to the Secured Party’s compliance with the conditions in Section 16.03(g), (h), or (j).


 


(b)           In
addition, the Borrower agrees (and, to the extent the funds available for by the Borrower therefor on any Payment Date are insufficient
to pay such amounts in full, the Collateral Manager, on behalf of the Borrower, will shall pay such amounts), to timely pay any
present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from
any payment made by the Borrower hereunder or under any other Facility Document or from the execution, delivery or registration
of, or otherwise with respect to, this Agreement or under any other Facility Document, except any such taxes that are imposed
with respect to an assignment other than an assignment to comply with Section 16.03(h) (hereinafter referred
to as “Other Taxes”).


 


(c)           The
Borrower agrees to indemnify each of the Secured Parties for the full amount of Taxes or Other Taxes (including any Taxes or Other
Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 16.03) paid by any Secured Party
in respect of the Borrower, whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted. Payments by
Borrower or the Collateral Manager pursuant to this indemnification shall be made promptly following the date the Secured Party
makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof.
Such certificate shall be presumed to be correct absent manifest error.


 






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(d)           The
Borrower shall not be required to indemnify any Secured Party, or pay any additional amounts to any Secured Party, in respect
of United States federal withholding tax or United States federal backup withholding tax to the extent that (i) the obligation
to withhold amounts with respect to United States federal withholding or backup withholding tax imposed pursuant to a law in effect
on the date such Lender became a party to this Agreement (or acquired its interest herein) or, with respect to payments to a new
lending office designated by a Lender (a “New Lending Office”), the date such Lender designated such New Lending
Office with respect to an Advance; provided that this clause (i) shall not apply to the extent the indemnity
payment or additional amounts any Secured Party would be entitled to receive (without regard to this clause (i)) do not
exceed the indemnity payment or additional amounts that the transferor Lender immediately before the Secured Party became a party
hereto or the Lender making the designation of such New Lending Office immediately before changing its lending office, if any,
would have been entitled to receive in the absence of such transfer or designation, or (ii) the obligation to pay such additional
amounts would not have arisen but for a failure by such Secured Party to comply with paragraphs (g), (j), or (h) below.


 


(e)           Promptly
after the date of any payment of Taxes or Other Taxes, the Borrower will furnish to each Agent the original or a certified copy
of a receipt issued by the relevant Governmental Authority evidencing payment thereof (or other evidence of payment as may be
reasonably satisfactory to such Agent).


 


(f)            If
any payment is made by the Borrower (or the Collateral Manager on its behalf) to or for the account of any Secured Party after
deduction for or on account of any Taxes or Other Taxes, and an indemnity payment or additional amounts are paid by the Borrower
pursuant to this Section 16.03, then, if such Secured Party in its sole discretion determines that it is entitled
to a refund of such Taxes or Other Taxes, such Secured Party shall, to the extent that it can do so without prejudice to the retention
of the amount of such refund, apply for such refund and reimburse to the Borrower (or the Collateral Manager, as applicable) such
amount of any refund received (net of reasonable out-of-pocket expenses incurred, including taxes) as such Secured Party shall
determine in its sole discretion to be attributable to the relevant Taxes or Other Taxes; provided that in the event
that such Secured Party is required to repay such refund to the relevant taxing authority, the Borrower agrees to return the refund
to such Secured Party. Notwithstanding anything to the contrary in this Section 16.03(f), in no event will the indemnified
party be required to pay any amount to an indemnifying party pursuant to this Section 16.03(f) 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 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.


 






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(g)           Each
Secured Party and each Participant that is a U.S. person as that term is defined in Section 7701(a)(30) of the Code (a “U.S.
Person”) hereby agrees that it shall, no later than the Funding Effective Date or, in the case of a Secured Party or
a Participant which becomes a party hereto pursuant to Section 16.06, the date upon which such Secured Party becomes
a party hereto or participant herein, deliver to the Borrower and each Agent, if applicable, two accurate, complete and signed
copies of U.S. Internal Revenue Service Form W-9 or successor form, certifying that such Secured Party or Participant is
on the date of delivery thereof entitled to an exemption from United States backup withholding tax. Each Secured Party or Participant
that is not a U.S. Person (a “Non-U.S. Lender”) shall, no later than the date on which such Secured Party becomes
a party hereto or a participant herein pursuant to Section 16.06, deliver to the Borrower and each Agent two properly
completed and duly executed copies of either U.S. Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY or any
subsequent versions thereof or successors thereto, in each case claiming complete exemption from, or reduced rate of, U.S. federal
withholding tax with respect to payments of interest hereunder. In addition, in the case of a Non-U.S. Lender claiming exemption
from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender provides the
appropriate certification pursuant to Exhibit I that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of
the Internal Revenue Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal
Revenue Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of
the Code), and such Non-U.S. Lender agrees that it shall notify the Borrower and each Agent in the event such certification is
no longer accurate. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement
or participant herein and on or before the date, if any, such Non-U.S. Lender designates a New Lending Office. In addition, each
Non-U.S. Lender shall deliver such forms as promptly as practicable after receipt of a written request therefor from the Borrower
or an Agent. Any Non-U.S. Lender shall also, to the extent it is legally entitled to do so, deliver to the Borrower and each Agent
(in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or its Agent), executed
originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit
the Borrower or each Agent to determine the withholding or deduction required to be made. Each Secured Party 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 in writing of its legal inability to do so.


 


(h)           If
any Secured Party requires the Borrower to pay any additional amount to such Secured Party or any taxing Governmental Authority
for the account of such Secured Party or to indemnify such Secured Party pursuant to this Section 16.03, then such
Secured Party shall use reasonable efforts to designate a different lending office for funding or booking its Advances hereunder
or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if such Lender determines,
in its sole discretion, that such designation or assignment (i) would eliminate or reduce amounts payable pursuant to this
Section 16.03 in the future and (ii) would not subject such Secured Party to any unreimbursed cost or expense
and would not otherwise be disadvantageous to such Secured Party. The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.


 


(i)            Nothing
in this Section 16.03 shall be construed to require any Secured Party to make available its tax returns (or any other
information relating to its taxes that it deems confidential) to the Borrower or any other Person.


 






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(j)            Compliance
with FATCA. Each Secured Party shall deliver to the Borrower and each Agent, as applicable, at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower or an Agent such documentation prescribed by Applicable
Law or FATCA (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or an Agent as may be necessary for the Borrower and each Agent, as applicable, to comply with their
obligations under FATCA and to determine that such Secured Party has complied with such Secured Party’s obligations under
FATCA or to determine the amount to deduct and withhold from any payment. Solely for purposes of this Section 16.03(j),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Secured Party 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 in writing of its legal inability to do so.


 


Section 16.04.     Costs
and Expenses; Indemnification. (a) The Borrower agrees to promptly pay all reasonable
and documented out-of-pocket costs and expenses of the Agents, the Document Custodian, the Collateral Administrator and the other
Lenders in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the
other Facility Documents, including the reasonable fees and disbursements of outside counsel for each of the Administrative Agent,
the Collateral Agent, the Collateral Administrator, the Document Custodian and the other Lenders, UCC filing fees and all other
related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or any
other Facility Document; provided that the legal fees, charges and expenses of outside counsel to the Administrative
Agent incurred prior to the Closing Date with respect to the foregoing shall not, in the aggregate, exceed $200,000. Further,
the Borrower shall pay on demand (A) all reasonable and documented out-of-pocket costs and expenses (including all reasonable
fees, expenses and disbursements of outside legal counsel, auditors, accountants, consultants or appraisers or other professional
advisors and agents engaged by the Agents and the Lenders) incurred by the Agents, the Document Custodian, the Collateral Administrator
and the Lenders in the preparation, execution, delivery, filing, recordation, administration, performance or enforcement of this
Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all
reasonable and documented out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent's
security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search
fees, and title insurance premiums, and (C) after the occurrence of any Event of Default, all reasonable and documented out-of-pocket
costs and expenses incurred by the Agents, the Document Custodian, the Collateral Administrator and the Lenders in connection
with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest,
right, power or remedy of the Agents and the Lenders or in connection with the collection or enforcement of any of the Obligations
or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including
all reasonable fees and disbursements of outside attorneys, accountants, auditors, consultants, appraisers and other professionals
engaged by the Agents and the Lenders; provided that in each case, there shall be a single primary counsel to (i) the
Collateral Agent, the Document Custodian and the Collateral Administrator and (ii) the Administrative Agent and the Lenders
and a single local counsel to (i) the Collateral Agent, the Document Custodian and the Collateral Administrator and (ii) the
Administrative Agent and the Lenders in each relevant jurisdiction (unless there is an actual or perceived conflict of interest
or the availability of different claims or defenses among the Agents and the Lenders, in which case each such similarly conflicted
group of Persons may retain its own counsel). The undertaking in this Section shall survive repayment of the Obligations,
any foreclosure under, or modification, release or discharge of, any or all of the Related Documents, termination of this Agreement
and the resignation or replacement of the Collateral Agent. Without prejudice to its rights hereunder, the expenses and the compensation
for the services of the Collateral Agent are intended to constitute expenses of administration under any applicable bankruptcy
law.


 






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(b)           The
Borrower agrees to indemnify and hold harmless each Secured Party and each of their Affiliates and the respective officers, directors,
employees, agents, managers of, and any Person controlling any of, the foregoing (each, an “Indemnified Party”)
from and against any and all claims, damages, losses, liabilities, obligations, expenses, penalties, actions, suits, judgments
and disbursements of any kind or nature whatsoever, (including the reasonable and documented fees and disbursements of counsel)
that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with
or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in
connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby
(and regardless of whether or not any such transactions are consummated) (collectively, the “Liabilities”),
including any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following:
(i) preparation for a defense of any investigation, litigation or proceeding arising out of, related to or in connection
with this Agreement, any other Facility Document, any Related Document or any of the transactions contemplated hereby or thereby;
(ii) any breach of any covenant by the Borrower or the Collateral Manager contained in any Facility Document; (iii) any
representation or warranty made or deemed made by the Borrower or the Collateral Manager contained in any Facility Document or
in any certificate, statement or report delivered in connection therewith is false or misleading; (iv) any failure by the
Borrower or the Collateral Manager to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure
to vest, or delay in vesting, in the Collateral Agent (for the benefit of the Secured Parties) a perfected security interest in
all of the Collateral free and clear of all Liens; (vi) any action or omission, not expressly authorized by the Facility
Documents, by the Borrower or any Affiliate of the Borrower which has the effect of reducing or impairing the Collateral or the
rights of the Agents or the Secured Parties with respect thereto; (vii) 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; (viii) any
dispute, claim, offset or defense (other than the discharge in bankruptcy of an Obligor) of an Obligor to the payment with respect
to any Collateral (including, without limitation, a defense based on any Collateral Loan (or the Related Documents evidencing
such Collateral Loan) not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with
its terms), or any other claim resulting from any related property; (ix) the commingling of Collections on the Collateral
at any time with other funds; (x) any failure by the Borrower to give reasonably equivalent value to the applicable seller,
in consideration for the transfer by such seller 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; (xi) the failure of the Borrower, the Collateral Manager or any of their respective
agents or representatives to remit to the Collection Account, within one Business Day of receipt, Collections on the Collateral
Loans remitted to the Borrower, the Collateral Manager or any such agent or representative as provided in this Agreement; and
(xii) any Default or Event of Default; provided, that (x) the Borrower shall not be liable (A) for
any Liability or losses arising due to the deterioration in the credit quality or market value of the Collateral Loans or other
Collateral hereunder to the extent that such credit quality or market value was not misrepresented in any material respect by
the Borrower or any of its Affiliates or (B) to the extent any such Liability is found in a final, non-appealable judgment
by a court of competent jurisdiction to have resulted solely from such Indemnified Party’s fraud, bad faith, gross negligence
or willful misconduct; (C) to the extent any such Liability arises out of a claim or counterclaim brought by the Borrower
or any of its Affiliates against an Indemnified Party for a material breach of such Indemnified Party’s obligations under
this Agreement or any other Facility Document (which, in the case of any material breach with respect to the Collateral Agent,
Collateral Administrator or CollateralDocument
Custodian (the “Collateral Agent Parties”) arises as a result of its gross negligence, willful misconduct,
fraud or bad faith), if the Borrower or such other Affiliate has obtained a final and non-appealable judgment in its favor on
such claim or counterclaim as determined by a court of competent jurisdiction or (D) to the extent any such Liability arises
from disputes solely between or among the Indemnified Parties not relating to or in connection with acts or omissions by the Borrower
or any of its Affiliates and, with respect to the Collateral Agent Parties, such disputes do not relate to this Agreement or other
Facility Documents (it being understood that in the event of such dispute relating to or in connection with acts or omissions
by the Borrower or any of its Subsidiaries or any of their respective Affiliates involving a claim or proceeding brought against
the Administrative Agent or any of its Affiliates, directors, officers, employees, partners, representatives, advisors and agents
and each of their respective heirs, successors and assigns (each, a “Related Party” and, in each case, acting
in its capacity as such) by the other Indemnified Parties, the Administrative Agent or such Related Party, as applicable, shall
be entitled (subject to the other limitations and exceptions set forth in this proviso) to the benefit of such indemnification)
and (y) no Indemnified Party seeking indemnification hereunder shall, without the prior written consent of the Borrower (which
consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which
such Indemnified Party is a party and indemnity has been sought hereunder by such Indemnified Party; provided, however
that in no event will such Indemnified Party have any liability for any special, exemplary, indirect, punitive or consequential
damages in connection with or as a result of such Indemnified Party’s activities related to this Agreement or any Facility
Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided, further,
this Section 16.04(b) shall not apply with respect to taxes, levies, imposts, deductions, charges and withholdings,
and all liabilities (including penalties, interest and expenses) with respect thereto, or additional sums described in Sections
2.09, 2.10 or 16.03, other than any taxes, levies, imposts, deductions, charges and withholdings that represent Liabilities
arising from a claim under any Section of this Agreement other than Sections 2.09, 2.10 or 16.03.


 






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Section 16.05.     Execution
in Counterparts. This Agreement may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed
to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. Counterparts
may be executed and delivered via facsimile, electronic mail or other transmission method and may be executed by electronic signature
(including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any "electronic signature"
as defined under E-SIGN or ESRA, which includes any electronic signature provided using Orbit, Adobe Sign, DocuSign, or any other
similar platform identified by the Borrower and reasonably available at no undue burden or expense to the Collateral Agent, the
Collateral Administrator or the Document Custodian) and any counterpart so delivered shall be valid, effective and legally binding
as if such electronic signatures were handwritten signatures and shall be deemed to have been duly and validly delivered for all
purposes hereunder. Delivery of an executed signature page of this Agreement by facsimile, electronic mail or other transmission
method shall be effective as delivery of a manually executed counterpart hereof.


 


Section 16.06.     Assignability.
(a) Each Lender may, with the consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld
or delayed), assign to an assignee all or a portion of its rights and obligations under this Agreement (including all or a portion
of its outstanding Advances or interests therein owned by it, together with ratable portions of its Commitment); provided
that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice
to the Administrative Agent within ten (10) Business Days after having received notice thereof; provided further
that:


 


(i)            the
Borrower’s consent to any such assignment shall not be required if the assignee is a Permitted Assignee with respect to
such assignor;


 


(ii)           the
Borrower’s consent to any such assignment pursuant to this Section 16.06(a) shall not be required if an
Event of Default shall have occurred and is continuing (and not been waived by the Lenders in accordance with Section 16.01);


 


(iii)          no
assignment shall be made to a natural person; and


 


(iv)          no
assignment shall be made to the Borrower or any of its Affiliates or Subsidiaries.


 


The parties to each
such assignment shall execute and deliver to the Administrative Agent (with a copy to the Collateral Agent and the Borrower) an
Assignment and Acceptance and the applicable tax forms required by Section 16.03(g) and (j). Notwithstanding
any other provision of this Section 16.06, any Lender may at any time pledge or grant a security interest in all or
any portion of its rights (including rights to payment of principal and interest) under this Agreement to secure obligations of
such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the
Borrower or the Administrative Agent; provided that no such pledge or grant of a security interest shall release
such Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Lender as a party hereto.


 


(b)           The
Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Agents
and the Lenders.


 






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(c)           (i) Any
Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (a “Participant”)
in all or a portion of such Lender’s rights and obligations under this Agreement; provided that (A) such
Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations, (C) such Borrower, the Agents and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement, (D) each Participant shall have agreed to be bound by this Section 16.06(c) and Sections 15.09(b) and
15.15 and (E) each Participant shall have a short term rating of at least “A-2/P2” by S&P and Moody’s,
respectively. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree
to any Fundamental Amendment. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use
reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 16.06(f) with respect
to any Participant. Sections 2.09, 2.10, and 16.03 shall apply to each Participant as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (a) of this Section; provided that
no Participant shall be entitled to any amount under Section 2.09, 2.10, or 16.03 which is greater than
the amount the related Lender would have been entitled to under any such Sections or provisions if the applicable participation
had not occurred.


 


(ii)           In
the event that any Lender sells participations in any portion of its rights and obligations hereunder, such Lender as nonfiduciary
agent for the Borrower shall maintain a register on which it enters the name of all participants in the Advances held by it and
the principal amount (and stated interest thereon) of the portion of the Advance which is the subject of the participation (the
“Participant Register”); provided that no Lender shall have any obligation to disclose all or
any portion of the Participant Register to any Person (including the identity of any participant or any information relating to
a participant’s interest in any Commitments, Loans or its other obligations under this Agreement) except to the extent that
such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of
the United States Treasury Regulations. An Advance may be participated in whole or in part only by registration of such participation
on the Participant Register. Any participation of such Advance may be effected only by the registration of such participation
on the Participant Register. 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.


 


(d)           The
Administrative Agent, on behalf of and acting solely for this purpose as the nonfiduciary agent of the Borrower, shall maintain
at its address specified in Section 16.02 or such other address as the Administrative Agent shall designate in writing
to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and
accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders
and the aggregate outstanding principal amount of the outstanding Advances maintained by each Lender under this Agreement (and
any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error,
and the Borrower, the Agents and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder
for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable
time and from time to time upon reasonable prior notice. An Advance may be assigned or sold in whole or in part only by registration
of such assignment or sale on the Register and in accordance with this Section 16.06.


 






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 (e)           Notwithstanding anything to the contrary set forth herein or in any other Facility Document, each Lender hereunder, and each Participant, must at all times be a “qualified purchaser” as defined in the Investment Company Act (a “Qualified Purchaser”) and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (a “QIB”). Each Lender represents to the Borrower, (i) on the date that it becomes a party to this Agreement (whether by being a signatory hereto or by entering into an Assignment and Acceptance) and (ii) on each date on which it makes an Advance hereunder, that it is a Qualified Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant any participations in, any of its Advances or its Commitment to any Person unless such Person is a Qualified Purchaser and a QIB.




 


(f)            Replacement
of Lenders. If a Lender (i) is a Defaulting Lender, (ii) is a Non-Consenting Lender, or (iii) requests payment
of amounts payable pursuant to Section 2.09 or 16.03 and, in each case, such Lender has declined or is unable
to designate a different lending office in accordance with Section 2.09(c) or Section 16.03(h), respectively,
then, in addition to any other rights and remedies that any Person may have, the Borrower may, at its sole expense and effort,
by notice to the applicable Lender within 180 days after such event (with a copy of such notice concurrently delivered to the
Administrative Agent), require such Lender to assign, without recourse (in accordance with and subject to the restrictions contained
in, and consents required by, Section 16.06), all of its interests, rights (other than its existing rights to payments
pursuant to Section 2.09 or Section 16.03) and obligations under the Facility Documents to one or more
Eligible Assignees specified by the Borrower within 20 days after the Borrower’s notice, provided, however, that
(A) such assignment does not conflict with Applicable Law, (B) in the case of any such assignment resulting from a claim
for compensation under Section 2.09 or 16.03, such assignment will result in a reduction in such compensation
or payments thereafter, and (C) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the
applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make
any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrower to require such assignment and delegation cease to apply. The Administrative Agent is irrevocably appointed as attorney-in-fact
to execute any such assignment if any member of the affected Lender fails to execute same. The affected Lender shall be entitled
to receive, in cash, concurrently with such assignment, all amounts owed to it under the Facility Documents, including all principal,
interest and fees through the date of assignment (including any amounts under Section 2.10 as if the Advances owing
to it were prepaid rather than assigned).


 






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(g)           Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata
share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to
the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate)
its full pro rata share of all Advances in accordance with its Percentage. Notwithstanding the foregoing, in the event that any
assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance
with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes
of this Agreement until such compliance occurs. No assignment by a Defaulting Lender will constitute a waiver or release of any
claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


Section 16.07.     Governing
Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER FACILITY DOCUMENT (EXCEPT, AS TO ANY OTHER FACILITY DOCUMENT, AS EXPRESSLY SET FORTH THEREIN)
AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE
OF NEW YORK, EXCEPT THE CONFLICT OF LAW PRINCIPLES THEREOF WHICH WOULD HAVE THE EFFECT
OF APPLYING THE LAW OF ANY OTHER JURISDICTION.


 


Section 16.08.     Severability
of Provisions. Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.


 


Section 16.09.     Confidentiality.
(a) Each Secured Party agrees to keep confidential all non-public information provided to it by the Borrower or the Collateral
Manager with respect to the Borrower, its Affiliates, the Collateral or any other information furnished to any Secured Party pursuant
to this Agreement or any other Facility Document (collectively, the “Borrower Information”); provided
that nothing herein shall prevent any Secured Party from disclosing any Borrower Information (a) in connection with
this Agreement and the other Facility Documents and not for any other purpose, (x) to any Secured Party or any Affiliate
of a Secured Party, or (y) any of their respective Affiliates, employees, directors, agents, attorneys, accountants and other
professional advisors (collectively, the “Secured Party Representatives”), it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of such Borrower Information, (b) subject to
an agreement to comply with the provisions of this Section (or other provisions at least as restrictive as this Section),
(i) to use the Borrower Information only in connection with this Agreement and the other Facility Documents and not for any
other purpose, to any actual or bone fide prospective permitted assignees and Participants in any of the Secured Parties’
interests under or in connection with this Agreement and (ii) as reasonably required by any direct or indirect contractual
counterparties or professional advisors thereto, to any swap or derivative transaction relating to the Borrower and its obligations,
(c) to any Governmental Authority purporting to have jurisdiction over any Secured Party or any of its Affiliates or any
Secured Party Representative, (d) in response to any order of any court or other Governmental Authority or as may otherwise
be required to be disclosed pursuant to any Applicable Law, (e) that is a matter of general public knowledge or that has
heretofore been made available to the public by any Person other than any Secured Party or any Secured Party Representative, (f) in
connection with the exercise of any remedy hereunder or under any other Facility Document, (g) with the written consent of
the Borrower, (h) that was in its possession or known by such Secured Party or any of its Affiliates without restriction
prior to receipt from the Borrower or the Collateral Manager, (i)  that was rightfully disclosed to such Secured Party by
a third party not known by such Secured Party to be under any obligation of confidentiality to the Borrower or (j) that was
independently developed by such Secured Party or any of its Affiliates without any use of Borrower Information. In addition, each
Secured Party may disclose the existence of this Agreement and the Facility Amount available hereunder to market data collectors,
similar service providers to the lending industry and service providers to the Secured Parties in connection with the administration
and management of this Agreement and the other Facility Documents.


 






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Section 16.10.     Merger.
This Agreement and the other Facility Documents executed by the Administrative Agent or the Lenders taken as a whole incorporate
the entire agreement between the parties thereto concerning the subject matter thereof and such Facility Documents supersede any
prior agreements among the parties relating to the subject matter thereof.


 


Section 16.11.     Survival.
All representations and warranties made hereunder, in the other Facility Documents and in any certificate delivered pursuant hereto
or thereto or in connection herewith or therewith shall survive the execution and delivery of this Agreement and the making of
the Advances hereunder. The agreements in Sections 2.04(f), 2.09, 2.10, 2.12, 16.03, 16.04, 16.09,
16.16, and 16.18 and this Section 16.11 shall survive the termination of this Agreement in whole or in part and
the payment in full of the principal of and interest on the Advances.


 


Section 16.12.     Submission
to Jurisdiction; Waivers; Service of Process; Etc. Each party hereto hereby irrevocably
and unconditionally:


 


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


 


(b)           consents
that any such action or proceeding may be brought in any court described in Section 16.12(a) and waives to the
fullest extent permitted by Applicable Law 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;


 






    -172-


     


    

 



 


(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 at its address set forth in Section 16.02
or at such other address as may be permitted thereunder;


  


(d)            agrees
that nothing herein shall affect the right to effect service of process, summons, notices and documents in any other manner permitted
by applicable law; 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 against
any Secured Party arising out of or relating to this Agreement or any other Facility Document any special, exemplary, indirect,
punitive or consequential damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract,
tort or duty imposed by any applicable legal requirement).


 


Additionally, if the
Borrower fails at any time to maintain a business office in Chicago, Illinois or in the State of New York, it shall immediately
(but no later than five Business Days following such occurrence) (i) notify the Administrative Agent and (ii) appoint
a process agent in accordance with the procedure set forth below. The Borrower shall irrevocably designate, appoint and empower
an agent (the “Process Agent”), with an office in New York, New York, as its designee, appointee and agent
to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal
process, summons, notices and documents which may be served in any action, suit or proceeding brought in the courts listed above
in connection with or arising out of this Agreement or any other Facility Document. If for any reason the Process Agent shall
cease to act as such and the Borrower does not at such time have a business office within the State of New York, the Borrower
agrees to promptly designate new designees, appointees and agents in New York, New York on the terms and for the purposes reasonably
satisfactory to the Administrative Agent, which new designees, appointees and agents shall thereafter be deemed to be the Process
Agent for all purposes of this Agreement and the other Facility Documents. The Borrower further hereby irrevocably consents and
agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such
action, suit or proceeding by serving a copy thereof upon the Process Agent (whether or not the appointment of the Process Agent
shall for any reason prove to be ineffective or the Process Agent shall accept or acknowledge such service) or by mailing copies
thereof by regular or overnight mail, postage prepaid, to the Process Agent at its address specified above.


 


Section 16.13.     Waiver
of Jury Trial. Each of the parties hereto hereby
irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Agreement or any other
Facility Document or for any counterclaim therein or relating thereto.


 






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Section 16.14.     [Reserved]Judgment
Currency. Each reference in this Agreement to Dollars or to an Approved
Foreign Currency (the “relevant currency”) is of the essence. To the fullest extent permitted by law, the obligation
of the Borrower in respect of any amount due in the relevant currency under this Agreement shall, notwithstanding any payment
in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant
currency that the Administrative Agent entitled to receive such payment may, in accordance with normal banking procedures, purchase
with the sum paid in such other currency (after any premium and costs of exchange) on the Business Day immediately following the
day on which such party receives such payment. If the amount in the relevant currency so purchased for any reason falls short
of the amount originally due in the relevant currency, the Borrower shall pay such additional amounts, in the relevant currency,
as may be necessary to compensate for the shortfall. Any obligations of the Borrower not discharged by such payment shall, to
the fullest extent permitted by Applicable Law, be due as a separate and independent obligation and, until discharged as provided
herein, shall continue in full force and effect.


  


Section 16.15.     Waiver
of Setoff. Each of the Borrowers and the Collateral Manager 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 16.16.     PATRIOT
Act Notice. Each Lender and each of the Administrative Agent, the Collateral Agent, the
Collateral Administrator and the Document Custodian hereby notifies the Borrower that pursuant to the requirements of the USA
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)) (the “PATRIOT Act”), it
is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address
of the Borrower and other information that will allow the Lenders to identify the Borrower in accordance with the PATRIOT Act.
The Borrower shall provide to the extent commercially reasonable, such information and take such actions as are reasonably requested
by any Lender in order to assist such Lender in maintaining compliance with the PATRIOT Act.


 


Section 16.17.     Legal
Holidays. In the event that the date of any Payment Date, date of prepayment or Final
Maturity Date shall not be a Business Day, then notwithstanding any other provision of this Agreement or any Facility Document,
payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if
made on the nominal date of any such Payment Date, date of prepayment or Final Maturity Date, as the case may be, and interest
shall accrue on such payment for the period from and after any such nominal date to but excluding such next succeeding Business
Day.


 


Section 16.18.     Non-Petition.
The Collateral Manager, the Collateral Agent, the Collateral Administrator, each Lender and the Document Custodian each hereby
agrees not to institute against, or join, cooperate with or encourage any other Person in instituting against, the Borrower any
bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings
under federal or state bankruptcy or similar laws until at least one year and one day, or if longer the applicable preference
period then in effect plus one day, after the payment in full of the Advances and the termination of all Commitments. The provisions
of this Section 16.18 shall survive the termination of this Agreement.


 






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Section 16.19.     No
Fiduciary Duty. The Administrative Agent, each Lender and their Affiliates (collectively,
solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those
of the Credit Parties, their stockholders and/or their affiliates. The Borrower and the Collateral Manager (collectively, solely
for purposes of this paragraph, the “Credit Parties”) each agree that nothing in the Facility Documents or
otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any
Lender, on the one hand, and such Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge
and agree that (i) the transactions contemplated by the Facility Documents (including the exercise of rights and remedies
hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit
Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed
an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions
contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective
of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders or its Affiliates on
other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Facility Documents
and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management,
stockholders, creditors or any other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and
financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with
respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender
has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection
with such transaction or the process leading thereto.


  


Section 16.20.     Sharing
of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim
or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or other obligations hereunder
resulting in such Lender receiving payment of a proportion of the aggregate amount of its Advances and accrued interest thereon
or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater
proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations
in the Advances and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that
the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of
and accrued interest on their respective Advances and other amounts owing them; provided that:


 


(a)            if
any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and


 


(b)            the
provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting
Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any
of its Advances to any assignee or participant.


 


The Borrower consents to the foregoing
and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to
the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.


 






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Section 16.21.     Acknowledgment
and Consent to Bail-In and EEA Financial Institutions. Notwithstanding any other term
in any Facility Document or any other agreement, arrangement or understanding among the parties hereto (each, a “Party”),
each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Facility
Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the
effect of:


 


(a)            any
Bail-In Action in relation to any such liability, including (without limitation):


 


(i)            a
reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest)
in respect of any such liability;


 


(ii)           a
conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred
on, it; and


 


(iii)          a
cancellation of any such liability; and


 


(b)            a
variation of any term of any Facility Document to the extent necessary to give effect to any Bail-In Action in relation to any
such liability.


 


Section 16.22.     Amendment
and Restatement. This Agreement shall become effective on the Restatement Effective Date
and shall supersede all provisions of the Original Agreement as of such date. This Agreement amends and restates the Original
Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Original Agreement or the indebtedness,
obligations and liabilities of the Borrower evidenced or provided for thereunder. All outstanding Obligations under the Original
Agreement on the Restatement Effective Date (and which have not been repaid on the Restatement Effective Date) shall continue
to remain outstanding under this Agreement. For the avoidance of doubt, all rights and obligations of the Borrower under the Original
Agreement shall continue to be the rights and obligations of the Borrower under this Agreement. From and after the date hereof,
all references made to the Original Agreement in any Facility Document or in any other instrument or document shall, without more,
be deemed to refer to this Agreement. Without limiting the generality of the foregoing, the Borrower hereby reaffirms its liability
and the pledge hereunder, and the Borrower agrees that notwithstanding the execution and delivery of this Agreement, the Liens
previously granted to the Administrative Agent under the Original Agreement and hereunder shall be and remain in full force and
effect and that any rights and remedies of the Administrative Agent hereunder and obligations of the Borrower hereunder shall
be and remain in full force and effect, shall not be affected, impaired or discharged hereby and shall secure all of the Borrower’s
indebtedness, obligations and liabilities to the Administrative Agent and the Lenders under the Original Agreement as amended
and restated hereby. Nothing herein contained shall in any manner affect or impair the priority of the Liens and security interests
created and provided for hereunder prior to giving effect to this Agreement.


 





[Signature
Pages to Follow]



 


  






    -177-


     


    

 


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


	 	 
	 	MC Income Plus Financing SPV LLC, as Borrower
	 	 
	 	By: Monroe Capital Income Plus Corporation, as Designated Manager




 


		By:	
	 	 	Name:	 
	 	 	Title:	 



  


	 	Monroe Capital Income Plus Corporation, as Collateral Manager




 






		By:	
	 	 	Name:	 
	 	 	Tittle:	 


  






    S-1


     


    

 


	 	KeyBank National Association, as Administrative Agent




 





		By:	
	 	 	Name:	 
	 	 	Title:	 





 


	 	KeyBank National Association, as Lender




 





		By:	
	 	 	Name:	 
	 	 	Title:	 


  






    S-2


     


    

 


	 	Hancock Whitney Bank, as Lender




 





		By:	
	 	 	Name:	 
	 	 	Title:	 





 






    S-3


     


    

 


	 	U.S. Bank National Association, as Collateral Agent




 





		By:	
	 	 	Name:	 
	 	 	Title:	 


  


	 	U.S. Bank National Association, as Document Custodian




 





		By:	
	 	 	Name:	 
	 	 	Title:	 


  


	 	U.S. Bank National Association, as Collateral Administrator




 





		By:	
	 	 	Name:	 
	 	 	Title:	 


  



    S-4


     


    




  


Schedule
1


 


Commitments
and Percentages


 


	Lender	 	Commitment	 	 	Percentage	 
	KeyBank National Association	 	$	75,000,000	 	 	 	75	%
	Hancock Whitney Bank	 	$	25,000,000	 	 	 	25	%
	 	 	$	100,000,000	 	 	 	100	%




 






     


     


    

 


Schedule
2


 


Forms
of Monthly Report


 


On File With Administrative Agent.


 






     


     


    

 


Schedule
3


 


Initial
Collateral Loans


 


To be attached.


 






     


     


    

 


Schedule
4


 


Moody’s
Industry Classifications


 


	CORP
    - Aerospace & Defense	1
	CORP - Automotive	2
	CORP - Banking,
    Finance, Insurance & Real Estate	3
	CORP - Beverage,
    Food & Tobacco	4
	CORP - Capital
    Equipment	5
	CORP - Chemicals,
    Plastics, & Rubber	6
	CORP - Construction &
    Building	7
	CORP - Consumer
    goods: Durable	8
	CORP - Consumer
    goods: Non-durable	9
	CORP - Containers,
    Packaging & Glass	10
	CORP - Energy:
    Electricity	11
	CORP - Energy:
    Oil & Gas	12
	CORP - Environmental
    Industries	13
	CORP - Forest
    Products & Paper	14
	CORP - Healthcare &
    Pharmaceuticals	15
	CORP - High
    Tech Industries	16
	CORP - Hotel,
    Gaming & Leisure	17
	CORP - Media:
    Advertising, Printing & Publishing	18
	CORP - Media:
    Broadcasting & Subscription	19
	CORP - Media:
    Diversified & Production	20
	CORP - Metals &
    Mining	21
	CORP - Retail	22
	CORP - Services:
    Business	23
	CORP - Services:
    Consumer	24
	CORP - Sovereign &
    Public Finance	25
	CORP - Telecommunications	26
	CORP - Transportation:
    Cargo	27
	CORP - Transportation:
    Consumer	28
	CORP - Utilities:
    Electric	29
	CORP - Utilities:
    Oil & Gas	30
	CORP - Utilities:
    Water	31
	CORP - Wholesale	32


 






     


     


    

  


Schedule
5


 


Notice
Information


 


	If to the Administrative Agent:

         

         

         

         

         

         

         
	KeyBank National Association

        1000 McCaslin Boulevard

        Superior, Colorado 80027

        Attn: Richard Andersen

        Telephone No: (720) 304-1247

        Facsimile No.: (216) 370-9166

        E-mail: LAS.OPERATIONS.KEF@key.com

         

	If
    to KeyBank National Association:	KeyBank National Association

        1000 McCaslin Boulevard

        Superior, Colorado 80027

        Attn: Richard Andersen

        Telephone No: (720) 304-1247

        Facsimile No.: (216) 370-9166

        E-mail: richard_s_andersen@key.com

         

	If to the Collateral Agent, the Collateral Administrator
        or the Intermediary:

         

         

         

         

         

         

         
	U.S. Bank National Association

        Global Corporate Trust – CDO Unit

        One Federal Street, Third Floor

        Boston, Massachusetts

        Attn: Lynne Caulfield

        Ref: MC Income Plus Financing SPV LLC

        Telephone No: (617) 603-6641

        Facsimile No.: (855) 791-2099

        E-mail: lynora.caulfield@usbank.com

         

	If to the Document Custodian, including for delivery
        of Related Documents:

         
	U.S. Bank National Association

        AVP/Private Certifications Manager

        Document Custody Services

        U.S. Bank Global Corporate Trust

        1719 Otis Way

        Florence, SC 29501

        Ref: MC Income Plus Financing SPV LLC

        Attn: Steve Garrett

        E-mail: steven.garrett@usbank.com

        Telephone No: (843) 673-0162

        Facsimile No.: (843) 676-8901




 






    S-1


     


    

 


	If to the Borrower:

         

         

         

         
	MC Income Plus Financing SPV LLC

        311 South Wacker Drive, Suite 6400

        Chicago, Illinois 60606

        Attn: Michael Furr

        Telephone No: (312) 523-2383

        Facsimile No.: (312) 258-8350

        E-mail: mfurr@monroecap.com

         

	If to the Collateral Manager:

         

         

         

         

         

         

         
	Monroe Capital Income Plus Corporation

        311 South Wacker Drive, Suite 6400

        Chicago, Illinois 60606

        Attn: Michael Furr

        Telephone No: (312) 523-2383

        Facsimile No.: (312) 258-8350

        E-mail: mfurr@monroecap.com

         



 






     


     


    

 


Schedule
6


 


Covered
Account Details


 


	Collection Account

         
	[  ]
	Interest Collection Subaccount (Dollars)

         
	[  ]
	Interest Collection Subaccount (Canadian
        Dollars)

         
	[  ]
	Interest Collection Subaccount (Australian
        Dollars)

         
	[  ]
	Interest Collection Subaccount (Euros)

         
	[  ]
	Interest Collection Subaccount (Pounds
        Sterling)

         

         
	[  ]
	Principal Collection Subaccount (Dollars)

         
	[  ]
	Principal Collection Subaccount (Canadian
        Dollars)

         
	[  ]
	Principal Collection Subaccount (Australian
        Dollars)

         
	[  ]
	Principal Collection Subaccount (Euros)

         
	[  ]
	Principal Collection Subaccount (Pounds
        Sterling)

         
	[  ]
	Payment Account

         
	[  ]
	Revolving Reserve Account

         
	[  ]
	Custodial Account (Dollars)

         
	[  ]
	Custodial Account (Canadian Dollars)

         
	[  ]
	Custodial Account (Australian Dollars)

         
	[  ]
	Custodial Account (Euros)

         
	[  ]
	Custodial Account (Pounds Sterling)

         
	[  ]


 






    S-1


     


    

 


Schedule
7


 


Risk
Factor Rating


 


	Bond
    Default Rating(1)	Risk

    Factor Rating	One
    Year Expected Default Frequency	Five
    Year Expected Default Frequency
	Aaa	1	 	 
	Aa1	10	 	 
	Aa2	20	 	 
	Aa3	40	 	 
	A1	70	 	 
	A2	120	 	 
	A3	180	 	 
	Baa1	260	 	 
	Baa2	360	 	 
	Baa3	610	 	 
	Ba1	940	 	 
	Ba2	1350	 	 
	Ba3	1766	 	 
	B1	2220	 	 
	B2	2720	 	 
	B3	3490	 	 
	Caa-C	4770**​*	Less
    than or equal to 11.62%	Less
    than or equal to 27.05%
	Caa-C	6500** *​**	Greater
    than 11.62% but less than or equal to 26.00%	Greater
    than 27.05% but less than or equal to 48.75%
	Ineligible(2)	N/A	Greater
    than 26%	Greater
    than 48.75%


 


 







		(1)	The Bond Default Rating
used from RiskCalc should be the lower of the 1-year or 5-year rating outputs.



 


		**	This
                                         Risk Factor Rating shall be assigned to any Obligor (other than with respect to the Obligor
                                         of a Recurring Revenue Loan) with a TTM EBITDA of less than $5,000,000; provided,
                                         however, that such Obligor would not be assigned a Risk Factor Rating of
                                         6500 pursuant to footnote *** below.



 


		***	This Risk Factor Rating
shall be assigned to any Obligor (other than with respect to the Obligor of a Recurring Revenue Loan) with TTM EBITDA of less
than $5,000,000 and (i) other than with respect to Uni-Tranche Loans, Senior Total Funded Debt to TTM EBITDA of greater than 3.75x,
(ii) other than with respect to Uni-Tranche Loans, Total Funded Debt to TTM EBITDA of greater than 5.25x or (iii) with respect
to Uni-Tranche Loans, Total Funded Debt to TTM EBITDA of greater than 4.00x.



 


	(2)	Collateral Loans with a Bond Default Rating of Caa-C shall be divided into two sub-categories based on their Expected Default
Frequencies as outlined above. Collateral Loans with a Risk Factor greater than 6500 are not eligible




 






    S-1


     


    

  


Schedule
8


 


Closing
Memorandum


 


Attached.


  






     


     


    





 


Exhibit A


 


[Form of
Notice of Borrowing]


 


[Date]


 


KeyBank National Association


as Administrative Agent


1000 McCaslin Boulevard


Superior, Colorado 80027


Attn: Richard Andersen


Telephone No: (720) 304-1247


Facsimile No.: (216) 370-9166


E-mail: LAS.OPERATIONS.KEF@key.com


Ref: MC Income Plus Financing SPV LLC


 


U.S. Bank National Association

as Collateral Agent

U.S. Bank National Association


Global Corporate Trust – CDO Unit


One Federal Street, Third Floor


Boston, Massachusetts


Attn: Lynne Caulfield


Ref: MC Income Plus Financing SPV LLC


 


Notice
of Borrowing


 


This Notice of Borrowing
is made pursuant to Section 2.02 of that certain Amended and Restated Revolving
Credit and Security Agreement dated as of MarchMay 121,
20192020 (as the same may from time to
time be amended, supplemented, waived or modified, the “Credit Agreement”) among MC Income Plus Financing SPV
LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”);
Monroe Capital Income Plus Corporation, a Maryland corporation, as the collateral manager (together with its permitted successors
and assigns, the “Collateral Manager”); the Lenders from time to time party thereto; KeyBank National Association,
as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and assigns,
the “Administrative Agent”); U.S. Bank National Association, as collateral agent for the Secured Parties (in
such capacity, together with its successors and assigns, the “Collateral Agent”); U.S. Bank National Association,
as document custodian; and U.S. Bank National Association, as collateral administrator. Capitalized terms used but not otherwise
defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.


 


1.            The
Borrower hereby requests that on _____________, 20__ (the “Borrowing Date”) it receive Borrowings under the
Credit Agreement in an aggregate principal amount of ____________ Dollars ($_________) (the “Requested Amount”).


 






     


     


    

 


2.            The
Tranche Period applicable to this Borrowing is ________.1


 


3.            The
Borrower hereby gives notice of its request for Advances in an aggregate principal amount equal to the Requested Amount to the
Collateral Agent (who shall forward such request to the Lenders) pursuant to Section 2.02 of the Credit Agreement
and requests that the Lenders remit, or cause to be remitted, the proceeds thereof to the Collateral Agent Account in the respective
pro rata amounts in accordance with the following wiring instructions:


 


U.S. Bank N.A. 


ABA     091-000-022 


Acct     104794201558 


Acct name: MC Income Plus Financing SPV LLC 


Ref:     [Borrower
Name] / MC Income Plus Financing SPV LLC


 


4.            The
Borrower certifies that immediately after giving effect to the proposed Borrowing on the Borrowing Date each of the applicable
conditions precedent set forth in Section 3.02 of the Credit Agreement is satisfied, including:


 


(1)            immediately
after the making of such Advance on the Borrowing Date, each Coverage Test shall be satisfied, as demonstrated on the Borrowing
Base Calculation Statement attached hereto;


 


(2)            immediately
after the making of such Advance on the Borrowing Date, each Portfolio Quality Test shall be satisfied (or if any Portfolio Quality
Test is not satisfied, such test is maintained or improved after giving effect to such Advance and any related purchase of Collateral
Loans), as demonstrated on the Borrowing Base Calculation Statement attached hereto


 


(3)            each
of the representations and warranties of the Borrower contained in Article IV of the Credit Agreement is true and
correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse
Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly
relate to any earlier date, in which case such representations and warranties are true and correct in all material respects as
of such earlier date); and


 


(4)            no
Default, Event of Default, Potential Collateral Manager Termination Event or Collateral Manager Termination Event shall have occurred
and be continuing at the time of the making of such Advance or shall result upon the making of such Advance.


 


[Signature
Page to Follow]


 




 





1 If no Tranche Period is specified, the applicable
Tranche Period shall be three months.


 








    -2-


     


    

 


This Notice of Borrowing
is made this ____ day of ________, 20120__.


 




 


	 	MC INCOME PLUS FINANCING SPV LLC, as Borrower
	 	 
	 	By: MONROE CAPITAL INCOME PLUS CORPORATION, as Designated Manager
	 	 
	 	By	             
	 	 	Name:	 
	 	 	Title:	 




 






    -3-


     


    

 


Schedule
I

to Notice of Borrowing


 






     


     


    

 


Exhibit B


 


[Form of
Notice of Prepayment]


 


[Date]


 


KeyBank National Association


as Administrative Agent


1000 McCaslin Boulevard


Superior, Colorado 80027


Attn: Richard Andersen


Telephone No: (720) 304-1247


Facsimile No.: (216) 370-9166


E-mail: LAS.OPERATIONS.KEF@key.com


Ref: MC Income Plus Financing SPV LLC


 


U.S. Bank National Association

as Collateral Agent

U.S. Bank National Association


Global Corporate Trust – CDO Unit


One Federal Street, Third Floor


Boston, Massachusetts


Attn: Lynne Caulfield


Ref: MC Income Plus Financing SPV LLC


 


Notice
of Prepayment


 


This Notice of Prepayment
is made pursuant to Section 2.05 of that certain Amended and Restated Revolving
Credit and Security Agreement dated as of MarchMay 121,
20192020 (as the same may from time to
time be amended, supplemented, waived or modified, the “Credit Agreement”) among MC Income Plus Financing SPV
LLC, a Delaware limited liability company, as borrower (the “Borrower”); company, as borrower (together with
its permitted successors and assigns, the “Borrower”); Monroe Capital Income Plus Corporation, a Maryland corporation,
as the collateral manager (together with its permitted successors and assigns, the “Collateral Manager”); the
Lenders from time to time party thereto; KeyBank National Association, as administrative agent for the Secured Parties (in such
capacity, together with its successors and assigns, the “Administrative Agent”); U.S. Bank National Association,
as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral
Agent”); U.S. Bank National Association, as document custodian; and U.S. Bank National Association, as collateral administrator.
Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit
Agreement.


 


1.            The
Borrower hereby gives notice that on __________, 20__ (the “Prepayment Date”) it will make a prepayment under
the Credit Agreement in the principal amount of _____________ Dollars ($ _________) (the “Prepayment Amount”).


 






     


     


    

 


2.            This
prepayment shall be applied to the Borrowing or Borrowings with the Tranche Period(s) of (i) one month, ending [enter
date]2; or (ii) three months, ending [enter date]3.4


 


2.            The
Borrower hereby gives notice of intent to prepay an aggregate principal amount equal to the Prepayment Amount to the Collateral
Agent pursuant to Section 2.05 of the Credit Agreement and will remit, or cause to be remitted, the proceeds thereof
to the Agent’s Account. The calculation of the Coverage Tests after giving effect to such prepayment is set forth in Schedule
I hereto.


 


[Signature
Page to Follow]


 





 





	2	Enter last day of elected Tranche Period(s).
	 	 



	3	Enter last day of elected Tranche Period(s).
	 	 



		4	If no Borrowing or Borrowings are specified, then the
Borrower shall be deemed to have selected to apply such prepayment first, to the Borrowing or Borrowings with Tranche Periods
of one month duration, if any, until repaid in full, then, to the Borrowing or Borrowings with Tranche Periods of three months
duration, if any.



 









    -2-


     


    

 


Witness
my hand on this ____ day of ___________, 20120__.


 


	 	MC INCOME PLUS FINANCING SPV LLC, as Borrower
	 	 
	 	By: MONROE CAPITAL INCOME PLUS CORPORATION, as Designated Manager
	 	 
	 	By	             
	 	 	Name:	 
	 	 	Title:	 




 









    -3-


     


    

 


Schedule
I

to Notice of Prepayment


 


Attached.





 






     


     


    

 


Exhibit C


 


[Form of
Assignment and Acceptance]


 


KeyBank National Association


as Administrative Agent


1000 McCaslin Boulevard


Superior, Colorado 80027


Attn: Richard Andersen


Telephone No: (720) 304-1247


Facsimile No.: (216) 370-9166


E-mail: LAS.OPERATIONS.KEF@key.com


Ref: MC Income Plus Financing SPV LLC


 


		cc:	U.S. Bank National Association

                                         as Collateral Agent

                                         U.S. Bank National Association






Global Corporate Trust – CDO Unit





One Federal Street, Third Floor





Boston, Massachusetts


 





Attn: Lynne Caulfield





MC Income Plus Financing SPV LLC





311 South Wacker Drive, Suite 6400





Chicago, Illinois 60606





Attn: Michael Furr


 





Ref: MC Income Plus
Financing SPV LLC


 


Reference is made
to the Amended and Restated Revolving Credit and Security Agreement dated as of MarchMay 121,
20192020 (as the same may from time to
time be amended, supplemented, waived or modified, the “Credit Agreement”) among [Insert Name of Assigning
Lender] (the “Assignor”); MC Income Plus Financing SPV LLC, a Delaware limited liability company, as borrower
(the “Borrower”); Monroe Capital Income Plus Corporation, a Maryland corporation, as the collateral manager
(together with its permitted successors and assigns, the “Collateral Manager”); the other Lenders from time
to time party thereto; KeyBank National Association, as administrative agent for the Secured Parties (in such capacity, together
with its successors and assigns, the “Administrative Agent”); U.S. Bank National Association, as collateral
agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”);
U.S. Bank National Association, as document custodian; and U.S. Bank National Association, as collateral administrator. Capitalized
terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.


 






     


     


    

 


The Assignor and the
“Assignee” referred to on Schedule I hereto agree as follows:


 


1.            As
of the Effective Date (as defined below), the Assignor hereby absolutely and unconditionally sells and assigns, without recourse,
to the Assignee, and the Assignee hereby purchases and assumes, without recourse to or representation of any kind (except as set
forth below) from Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement and under
the other Facility Documents equal to the percentage interest specified on Schedule I hereto, including the Assignor’s percentage
interest specified on Schedule I hereto of the outstanding principal amount of the Advances to the Borrower (such rights and obligations
assigned hereby being the “Assigned Interests”). After giving effect to such sale, assignment and assumption,
the Assignee’s “Percentage” will be as set forth on Schedule I hereto.


 


2.            The
Assignor (i) represents and warrants that immediately prior to the Effective Date it is the legal and beneficial owner of
the Assigned Interest free and clear of any Lien created by the Assignor; (ii) makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or representations made in or in connection with the Facility Documents
or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any
lien or security or ownership interest created or purported to be created under or in connection with, the Facility Documents
or any other instrument or document furnished pursuant thereto or the condition or value of the Assigned Interest, Collateral
relating to the Borrower, or any interest therein; and (iii) makes no representation or warranty and assumes no responsibility
with respect to the condition (financial or otherwise) of the Borrower, the Administrative Agent, the Collateral Manager or any
other Person, or the performance or observance by any Person of any of its obligations under any Facility Document or any instrument
or document furnished pursuant thereto.


 


3.            The
Assignee (i) confirms that it has received a copy of the Credit Agreement and the other Facility Documents, together with
copies of any financial statements delivered pursuant to Section 5.01 of the Credit Agreement and such other documents
and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance;
(ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor, 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 or in connection with any of the Facility Documents; (iii) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Facility
Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably
incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations that by the
terms of the Facility Documents are required to be performed by it as a Lender.


 


4.            The
Assignee, by checking the box below, (i) acknowledges that it is required to be a Qualified Purchaser for purposes of the
Investment Company Act and a QIB as defined in Rule 144A under the Securities Act at the time it becomes a Lender and on
each date on which an Advance is made under the Credit Agreement and (ii) represents and warrants to the Assignor, the Borrower
and the Agents that the Assignee is a Qualified Purchaser:


 









    -2-


     


    

 


		 ̈	By
                                         checking this box, the Assignee represents and warrants that it is a Qualified Purchaser
                                         and a QIB.



 


5.            Following
the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording
by the Administrative Agent. The effective date for this Assignment and Acceptance (the “Effective Date”) shall
be the date of acceptance hereof by the Administrative Agent, unless a later effective date is specified on Schedule I hereto.


 


6.            Upon
such acceptance and recording by the Administrative Agent, as of the Effective Date, (i) the Assignee shall be a party to
and bound by the provisions of the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights
and obligations of a Lender thereunder and under any other Facility Document, (ii) without limiting the generality of the
foregoing, the Assignee expressly acknowledges and agrees to its obligations of indemnification to the Agents pursuant to and
as provided in Section 16.04 thereof, and (iii) the Assignor shall, to the extent provided in this Assignment
and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement and under any other Facility
Document.


 


7.            Upon
such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Borrower shall make all payments
under the Credit Agreement in respect of the Assigned Interest to the Assignee. The Assignor and Assignee shall make all appropriate
adjustments in payments under the Credit Agreement and the Assigned Interests for periods prior to the Effective Date directly
between themselves.


 


8.             This
Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York.


 


9.             Each
of the Borrower, the Collateral Agent, the Collateral Administrator, the Document Custodian and the Administrative Agent is an
express third-party beneficiary of this Assignment and Acceptance, with full rights as if it were a party hereto.


 


10.            This
Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the
same agreement. Delivery of an executed counterpart of Schedule I to this Assignment and Acceptance by telecopier shall be effective
as a delivery of a manually executed counterpart of this Assignment and Acceptance.


 


In
Witness Whereof, the Assignor and the Assignee have caused Schedule I to this Assignment and Acceptance to be executed
by their officers thereunto duly authorized as of the date specified thereon.


 






    -3-


     


    

 


Schedule
I


 


Percentage interest transferred by Assignor:
__________%


 


		Assignor:	
	 	 	 
	 	[Insert
Name Of Assignor], as Assignor



 





 


		By	           
	 	 	Authorized Signatory



 


		Assignee:	
	 	 	 
	 	[Insert
Name of Assignee] as Assignee






 


		By	            
	 	 	Authorized Signatory



 


Accepted this ___ day of __________, 20120__


 


KeyBank National Association,
as Administrative Agent


 


	By	 	 
	 	Authorized Signatory	 




 


[Consented to this ___ day of _________, 20__


 


MC Income Plus Financing
SPV LLC, as Borrower


 


By: Monroe Capital Income
Plus Corporation, as Designated Manager


 


	By	 	 	 
	 	Name:	 	 
	 	Title:	 	]1	



 





 





1 Insert in an Assignment and Acceptance if Borrower
consent is required


 









     


     


    

 


Exhibit D


 


Form of
Account Control Agreement


 






     


     


    

 


Exhibit E-1


 


Form of
Release of Related Documents


 


[Delivery Date]


 


BY FACSIMILE: (___) ____-____

_______________

_______________


_______________


_______________


 


Attention: _______________


 


		Re:	Amended
                                         and Restated Revolving Credit and Security Agreement dated as of MarchMay 121,
                                         20192020
                                         (as extended, renewed, amended or restated from time to time, the “Credit
                                         Agreement”), among MC Income Plus Financing SPV LLC, a Delaware limited liability
                                         company, as borrower (together with its permitted successors and assigns, the “Borrower”);
                                         Monroe Capital Income Plus Corporation, a Maryland corporation, as the collateral manager
                                         (together with its permitted successors and assigns, the “Collateral Manager”);
                                         the Lenders from time to time party thereto; KeyBank National Association, as administrative
                                         agent (in such capacity, together with its successors and assigns, the “Administrative
                                         Agent”); U.S. Bank National Association, as collateral agent (in such capacity,
                                         together with its successors and assigns, the “Collateral Agent”);
                                         U.S. Bank National Association, as collateral administrator (in such capacity, together
                                         with its successors and assigns, the “Collateral Administrator”) and
                                         U.S. Bank National Association, as document custodian (in such capacity, together with
                                         its successors and assigns, the “Document Custodian”).



 


Ladies and Gentlemen:


 


In connection with
the Related Documents held by U.S. Bank National Association as the Document Custodian on behalf of the Administrative Agent as
agent for the Secured Parties, under the Credit Agreement, we request the release of the Related Documents (or such documents
as specified below) for the Collateral Loans described below, for the reason indicated. All capitalized terms used but not defined
herein shall have the meaning provided in the Credit Agreement.


 


Obligor’s Name, Address &
Zip Code:


 


Loan Identification Number:


 


Related Documents to be released:


 


Reason for Requesting Documents
(check one)


 


		____	1.	Collateral Loan paid in full. (The Collateral Manager hereby certifies that all amounts received in connection with such Collateral
Loan have been credited to the Collection Account.)



 






     


     


    

 


		_____	2.	Collateral 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.	Collateral Loan in foreclosure.



 


		____	4.	Delivered in Error.



 


		____	5.	Substitution.



 


		____	6.	Failure to satisfy Review Criteria.



 


		____	7.	Repurchased.



 


		____	8.	Optional Sale.



 


		____	9.	Discretionary Sale.



 


		____	10.	Termination of Agreement.



 


		____	11.	Servicing.



 


		____	12.	Other (explain).	 ____________________________________________________

____________________________________________________

____________________________________________________



 


If box 1, 2, 4, 5, 6, 7, 8, 9 or 10 above
is checked, and if all or part of the Related Documents were previously released to us, please release to us the Related Documents,
requested in our previous request and receipt on file with you, as well as any additional documents in your possession relating
to the specified Collateral Loan.


 


If box 3, 11 or 12 above is checked, we
will return of all of the above Related Documents to you as the Document Custodian (i) promptly upon the request of the Administrative
Agent or (ii) when our need therefor no longer exists.


 


[Remainder of Page Intentionally
Left Blank]


 









    -2-


     


    

 


Monroe Capital
Income Plus Corporation, as the Collateral Manager


 


		By		
	 	 	Name	 
	 	 	Title	 



  


Consent of Administrative Agent if required
under the Agreement:


 


KeyBank National Association,
as Administrative Agent


 


	By	 	 	 
		Name		 
	 	Title	 	 



  









    -3-


     


    

 


EXHIBIT E-2


 


CERTIFICATE FOR RELEASE OF RELATED DOCUMENTS

[Liquidated Collateral Loans and Sales]


 


This Certificate for Release of Related
Documents is made pursuant to the Amended and Restated Revolving Credit and Security Agreement
dated as of MarchMay 121,
20192020, among MC Income Plus Financing
SPV LLC, as Borrower, Monroe Capital Income Plus Corporation, as Collateral Manager, U.S. Bank National Association, as Collateral
Agent, as Collateral Administrator and as Document Custodian, the Lenders from time to time parties thereto, and KeyBank National
Association, as Administrative Agent (the “Revolving Credit and Security Agreement”).


 


[__________________] hereby certifies
that he/she is a Responsible Officer (as the term is defined in the Revolving Credit and Security Agreement) of Monroe Capital
Income Plus Corporation, and hereby further certifies in such capacity and not in an individual capacity as follows:


 


With respect to the Collateral Loan(s) (as
the term is defined in the Revolving Credit and Security Agreement) described in Schedule 1 attached hereto:


 


		(a)	[Such Collateral Loan(s) has or
                                         have been liquidated and all amounts received or to be received in connection with such
                                         liquidation that are required to be deposited have been or will be so deposited as required
                                         by the Revolving Credit and Security Agreement][Such Collateral Loan(s) have been
                                         sold pursuant to an Optional Sale in accordance with Section 10.01 of the Revolving
                                         Credit and Security Agreement][Such Collateral Loan(s) has or have been repurchased/substituted
                                         in accordance with Section 10.03 of the Revolving Credit and Security Agreement];
                                         and



 


		(b)	No Potential Collateral Manager Termination
                                         Event or Collateral Manager Termination Event (as each such term is defined in the Revolving
                                         Credit and Security Agreement) has occurred and is continuing, or, if such has occurred
                                         and is continuing, the consent of the Administrative Agent has been obtained with respect
                                         to this request.



 


Dated: _______________


 


	 	MONROE CAPITAL INCOME PLUS CORPORATION
	 	 
	 	By:	              
	 	Name:
	 	Title:




 






     


     


    

 


SCHEDULE 1


Request for Release of Request


for Release and Receipt


 


[LIQUIDATED][SOLD][SUBSTITUTED] LOAN(S)


 






    -2-


     


    

 


 





 


Exhibit F


 


Facility
Amount Increase Request


 


_____________, 20120__


 


To:     KeyBank
National Association, as Administrative Agent for the Lenders parties to the Amended
and Restated Revolving Credit and Security Agreement dated as of MarchMay 121,
20192020 (as extended, renewed, amended
or restated from time to time, the “Credit Agreement”), among MC Income Plus Financing SPV
LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”);
Monroe Capital Income Plus Corporation, a Maryland corporation, as the collateral
manager (together with its permitted successors and assigns, the “Collateral Manager”); the Lenders from time
to time party thereto; KeyBank National Association, as administrative agent (in
such capacity, together with its successors and assigns, the “Administrative Agent”); U.S.
Bank National Association, as collateral agent; U.S. Bank National Association,
as document custodian; and U.S. Bank National Association, as collateral
administrator.


 


Ladies and Gentlemen:


 


The Borrower hereby
refers to the Credit Agreement and requests that the Administrative Agent consent to an increase in the Facility Amount (the “Facility
Amount Increase”), in accordance with Section 2.15 of the Credit Agreement, to be effected by [an increase
in the Commitment of [name of existing Lender] [the addition of [name of new Lender] (the “New Lender”) as
a Lender under the terms of the Credit Agreement]. Capitalized terms used herein without definition shall have the same meanings
herein as such terms have in the Credit Agreement.


 


After giving effect
to such Facility Amount Increase, the Commitment of the [Lender] [New Lender] shall be $_____________.
For the avoidance of doubt, after giving effect to this Facility Amount Increase, Schedule 1 to the Credit Agreement shall be
as set forth on Schedule I attached hereto and made a part hereof.


 


[Include paragraphs 1-41-5
for a New Lender]


 


1.            The
New Lender hereby confirms that it has received a copy of the Facility Documents and the exhibits related thereto, together with
copies of the documents which were required to be delivered under the Credit Agreement as a condition to the making of the Advances
and other extensions of credit thereunder. The New Lender acknowledges and agrees that it has made and will continue to make,
independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information
as it has deemed appropriate, its own credit analysis and decisions relating to the Credit Agreement. The New Lender further acknowledges
and agrees that the Administrative Agent has not made any representations or warranties about the credit worthiness of the Borrower
or any other party to the Credit Agreement or any other Facility Document or with respect to the legality, validity, sufficiency
or enforceability of the Credit Agreement or any other Facility Document or the value of any security therefor.


 






     


     


    

  


2.            Except
as otherwise provided in the Credit Agreement, effective as of the date of acceptance hereof by the Administrative Agent, the
New Lender (i) shall be deemed automatically to have become a party to the Credit Agreement and
the Lender Fee Letter and have all the rights and obligations of a “Lender” under the Credit Agreement
and the Lender Fee Letter as if it were an original signatory thereto and (ii) agrees
to be bound by the terms and conditions set forth in the Credit Agreement and the Lender Fee Letter
as if it were an original signatory thereto.


 


3.            The
New Lender shall deliver to the Administrative Agent such information and shall complete such forms as are reasonably requested
of the New Lender by the Administrative Agent.


 


4.            Schedule
5 to the Credit Agreement shall be supplemented with the notice information of the New Lender set forth on Schedule II attached
hereto and made a part hereof.


 


[45.     The
New Lender has delivered, if appropriate, to the Borrower and the Administrative Agent (or is delivering to the Borrower and the
Administrative Agent concurrently herewith) the tax forms referred to in Section 16.03 of the Credit Agreement.]*


 


This
Agreement shall be deemed to be a contractual obligation under, and shall be governed by and construed in accordance with, the
laws of the state of New York.


 


The Facility Amount
Increase shall be effective when the executed consent of the Administrative Agent and each affected Lender is received or otherwise
in accordance with Section 2.15 of the Credit Agreement, but not in any case prior to ___________________, 20120__.
It shall be a condition to the effectiveness of the Facility Amount Increase that all expenses referred to in Section 2.15
of the Credit Agreement shall have been paid.


 


The Borrower hereby
certifies that no Default or Event of Default has occurred and is continuing.


 


Please indicate the
Administrative Agent’s consent to such Facility Amount Increase by signing the enclosed copy of this letter in the space
provided below.


___________________________


* Insert bracketed paragraph
if New Lender is organized under the law of a jurisdiction other than the United States of America or a state thereof.


 






    -2- 


     


    

 


	 	Very truly yours,
	 	 
	 	MC Income Plus Financing SPV LLC
	 	 
	 	By: Monroe Capital Income Plus Corporation, as Designated Manager
	 	 
	 	By	              
	 	 
	 	Name:	 
	 	Title:	 
	 	 
	 	[New or existing Lender Increasing Commitments]
	 	 
	 	By	                  
	 	 	Name	 
	 	 	Title	 




 


The undersigned hereby consents on

 this __ day of _____________,
20__

 to the above-requested Facility Amount Increase.


 


KeyBank
National Association, as Administrative Agent


 


	By	 	 
	 	Name	 	 
	 	Title	 	 
		








  



    -3- 


     


    






 


Exhibit G


 


COLLATERAL
LOANS CERTIFICATION


 


This Collateral Loans Certification is
made pursuant to the Amended and Restated Revolving Credit and Security Agreement dated
as of MarchMay 121,
20192020 (together with all amendments,
if any, from time to time, the “Revolving Credit and Security Agreement”), among MC Income Plus Financing SPV
LLC, as Borrower, Monroe Capital Income Plus Corporation, as Collateral Manager, U.S. Bank National Association, as Collateral
Agent, as Collateral Administrator and as Document Custodian, the Lenders from time to time parties thereto, and KeyBank National
Association, as Administrative Agent. Unless otherwise defined herein or the context otherwise requires, capitalized terms used
herein have the meanings provided in the Revolving Credit and Security Agreement.


 


[__________________] hereby certifies
that he/she is a Responsible Officer of the Collateral Manager, and hereby further certifies in such capacity and not in an individual
capacity as follows:


 


With respect to the Collateral Loan(s) described
in Annex 1 attached hereto:


 


		(c)	Except to the extent provided in Section 7.05
                                         and Section 14.07 of the Revolving Credit and Security Agreement and subject to
                                         ongoing compliance with such Sections, the Related Documents delivered to the Document
                                         Custodian include all of the documents required to be delivered to the Document Custodian
                                         under the Revolving Credit and Security Agreement, except those documents that do not
                                         exist with respect to such Collateral Loan(s), as indicated on Annex 1 (each,
                                         an “Exception”);



 


		(d)	Any Exception satisfies the requirements
                                         of the Revolving Credit and Security Agreement; and



 


		(e)	All of the documents and the information
                                         contained on Annex 1 are complete and correct in all material respects.



 


	Dated:	                                                                  	
	 	 
	 	MONROE CAPITAL INCOME PLUS CORPORATION,

                                                                                as
                                         Collateral Manager

	 	

	 	By: 	 
	 	 	Name:	 
	 	 	Title:	 




 






     


     


    

 


Exhibit H


 


Form of
Closing Certificate


 


Pursuant to Section 3.01
of that certain Amended and Restated Revolving Credit and Security Agreement (the “Credit Agreement”),
dated as May 1, 2020, by and among MC Income Plus Financing SPV LLC, a Delaware limited liability company, as borrower (the
“Borrower”), Monroe Capital Income Plus Corporation, a Maryland corporation, as collateral manager, the Lenders
from time to time party thereto, KeyBank National Association, as Administrative Agent, and U.S. Bank National Association, as
collateral agent (the “Collateral Agent”), as collateral administrator and as document custodian, Borrower
does hereby certify that, in the case of each item of Collateral pledged to the Collateral Agent, on the date hereof and immediately
prior to the delivery thereof on the date hereof:


 


1.            The
calculation of the Borrowing Base and the Maximum Advance Rate Test on the Restatement Effective Date is set forth on Schedule
I hereto.


 


2.            On
the Restatement Effective Date, each Coverage Test is satisfied and no Default or Event of Default has occurred and is continuing
under the Credit Agreement.


 


Capitalized terms
used but not defined herein shall have the meaning given to such terms in the Credit Agreement.


 



     


     


    






 


IN WITNESS WHEREOF, the Borrower has caused
this Closing Certificate to be duly executed as of the day and year first above written.


 


	 	MC Income Plus Financing SPV LLC, as Borrower
	 	 
	 	BY: Monroe
    Capital Income Plus Corporation, as Designated Manager
	 	  
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 






 









     


     


    

 


Schedule
I


 


to
Closing Certificate


 


[To be attached.]


 






     


     


    

 


Exhibit I-A


 


[Form of]

U.S. Tax Compliance Certificate


 


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is made
to the Amended and Restated Revolving Credit and Security Agreement dated as of MarchMay 121,
20192020 (as extended, renewed, amended
or restated from time to time, the “Credit Agreement”) among MC Income Plus Financing
SPV LLC, as Borrower, Monroe Capital Income Plus Corporation, as Collateral Manager, the Lenders from time to time party
thereto, KeyBank National Association, as Administrative Agent (the “Administrative Agent”), and U.S. Bank
National Association, as Collateral Agent, Collateral Administrator and Document Custodian. Terms defined in the Credit Agreement
are used herein with the same meaning.


 


Pursuant to the provisions
of Section 16.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the Advance(s) 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.


 


		[Name
    of Lender]
	 	 
	 	By:	
	 	 	Name:	 
	 	 	Title:	 
	 	Date:	 	_____________________________________________,
    20[_]




 






     


     


    

 


Exhibit I-B


 


[Form of]

U.S. Tax Compliance Certificate


 


(For Foreign Participants That Are Not
Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is made
to the Amended and Restated Revolving Credit and Security Agreement dated as of MarchMay 121,
20192020 (as extended, renewed, amended
or restated from time to time, the “Credit Agreement”) among MC Income Plus Financing
SPV LLC, as Borrower, Monroe Capital Income Plus Corporation, as Collateral Manager, the Lenders from time to time party
thereto, KeyBank National Association, as Administrative Agent (the “Administrative Agent”), and U.S. Bank
National Association, as Collateral Agent, Collateral Administrator and Document Custodian. Terms defined in the Credit Agreement
are used herein with the same meaning.


 


Pursuant to the provisions
of Section 16.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the participation(s) 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.


 





		[Name
    of Participant]
	 	 
	 	By:	
	 	 	Name:	 
	 	 	Title:	 
	 	Date:	 	_____________________________________________, 20[_]


 






    -4- 


     


    

 


 


Exhibit I-C


 


[Form of]

U.S. Tax Compliance Certificate


 


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is made
to the Amended and Restated Revolving Credit and Security Agreement dated as of MarchMay 121,
20192020 (as extended, renewed, amended
or restated from time to time, the “Credit Agreement”) among MC Income Plus Financing
SPV LLC, as Borrower, Monroe Capital Income Plus Corporation, as Collateral Manager, the Lenders from time to time party
thereto, KeyBank National Association, as Administrative Agent (the “Administrative Agent”), and U.S. Bank
National Association, as Collateral Agent, Collateral Administrator and Document Custodian. Terms defined in the Credit Agreement
are used herein with the same meaning.


 


Pursuant to the provisions
of Section 16.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
participation(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members
are the sole beneficial owners of such participation(s), (iii) with respect to the extension of credit pursuant to this Credit
Agreement or any other Facility Documents, neither the undersigned nor any of its direct or indirect partners/members is a bank
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.


 





		[Name
    of Participant]
	 	By:	
	 	 	Name:	 
	 	 	Title:	 
	 	Date:	 	_____________________________________________, 20[_]


 






    -5- 


     


    

 


Exhibit I-D


 


[Form of]

U.S. Tax Compliance Certificate


 


(For Foreign Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is made
to the Amended and Restated Revolving Credit and Security Agreement dated as of MarchMay 121,
20192020 (as extended, renewed, amended
or restated from time to time, the “Credit Agreement”) among MC Income Plus Financing
SPV LLC, as Borrower, Monroe Capital Income Plus Corporation, as Collateral Manager, the Lenders from time to time party
thereto, KeyBank National Association, as Administrative Agent (the “Administrative Agent”), and U.S. Bank
National Association, as Collateral Agent, Collateral Administrator and Document Custodian. Terms defined in the Credit Agreement
are used herein with the same meaning.


 


Pursuant to the provisions
of Section 16.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
Advance(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the
sole beneficial owners of such Advance(s), (iii) with respect to the extension of credit pursuant to this Credit Agreement
or any other Facility Documents, neither the undersigned nor any of its direct or indirect partners/members is a bank 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.


 





		[Name
    of Lender]
	 	By:	
	 	 	Name:	 
	 	 	Title:	 
	 	Date:	 	_____________________________________________, 20[_]


 






    -6- 


     


    

 










Exhibit J


 


Form of
Compliance Certificate


 


Pursuant
to Section 5.01(d)(ix) of that certain Amended and Restated Revolving
Credit and Security Agreement (the “Credit Agreement”), dated as of MarchMay 121,
20192020, by and among MC Income Plus
Financing SPV LLC, a Delaware limited liability company, as borrower (the “Borrower”), Monroe Capital Income
Plus Corporation, a Maryland corporation, as collateral manager, the Lenders from time to time party
thereto, KeyBank National Association, as Administrative Agent, and U.S. Bank National Association, as collateral agent (the “Collateral
Agent”), as collateral administrator, as document custodian, Borrower does hereby certify that as of the most recent
Determination Date:


 


1.            The
calculation of (a) the BDC’s unencumbered liquidity (calculated as the sum of (i) cash or cash equivalents, (ii) committed,
undrawn and available amounts under any of the BDC’s facilities, (iii) loans that would constitute Eligible Loans under
the Credit Agreement if they were sold or contributed to the Borrower, and (iv) the amount (if any) by which the Borrowing
Base on such date exceeds the aggregate outstanding principal amount of Advances under the Credit Agreement) and (b) the
BDC’s equity determined in accordance with GAAP and as shown in the BDC’s most recently delivered quarterly consolidated
financials and audited annual consolidated financial statements are set forth on Schedule I hereto.


 


2.            On
such Determination Date, each Coverage Test was satisfied and no Default or Event of Default has occurred and is continuing under
the Credit Agreement, as demonstrated on the “Compliance Certificate” and related “Calculation Sheet”
delivered as part of the Monthly Report with respect to the ____________ __, 20120__
Monthly Report Determination Date.


 


Capitalized terms
used but not defined herein shall have the meaning given to such terms in the Credit Agreement.


 



     


     


    






 


IN WITNESS WHEREOF, the Borrower has caused
this Closing Certificate to be duly executed as of the day and year first above written.


 


	 	MC Income Plus Financing SPV LLC, as Borrower
	 	 
	 	By: Monroe Capital Income Plus Corporation, as Designated Manager
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




 






     


     


    

 


Schedule
I to Compliance Certificate


 


Fund
Liquidity


 


[Attach completed forms of Monthly Report]


 








     


     


    

 


Exhibit K


 


[Form of
Tranche Period Election Request]


 


[Date]


 


KeyBank National Association


as Administrative Agent


1000 McCaslin Boulevard


Superior, Colorado 80027


Attn: Richard Andersen


Telephone No: (720) 304-1247


Facsimile No.: (216) 370-9166


E-mail: LAS.OPERATIONS.KEF@key.com


Ref: MC Income Plus Financing SPV LLC


 


U.S. Bank National Association

as Collateral Agent

U.S. Bank National Association


Global Corporate Trust – CDO Unit


One Federal Street, Third Floor


Boston, Massachusetts


Attn: Lynne Caulfield


Ref: MC Income Plus Financing SPV LLC


 


Tranche
Period Election Request


 


Reference is hereby
made to that certain Amended and Restated Revolving Credit and Security Agreement dated
as of MarchMay 121,
20192020 (as the same may from time to
time be amended, supplemented, waived or modified, the “Credit Agreement”) among MC Income Plus Financing SPV
LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”);
Monroe Capital Income Plus Corporation, a Maryland corporation, as the collateral manager (together with its permitted successors
and assigns, the “Collateral Manager”); the Lenders from time to time party thereto; KeyBank National Association,
as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and assigns,
the “Administrative Agent”); U.S. Bank National Association, as collateral agent for the Secured Parties (in
such capacity, together with its successors and assigns, the “Collateral Agent”); U.S. Bank National Association,
as document custodian; and U.S. Bank National Association, as collateral administrator. Capitalized terms used but not otherwise
defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.


 






     


     


    

 


The Borrower hereby
gives you notice pursuant to Section 2.17 of the Credit Agreement that it requests to convert an existing Borrowing
under the Credit Agreement, and in that connection the Borrower Agent specifies the following information with respect to such
conversion requested hereby:


 


1.            List
date, principal amount and Tranche Period of existing Borrowing:


 


2.            Aggregate
principal amount of resulting Borrowing:


 


3.            Effective
date of Tranche Period election (which shall be the first day after the end of the then applicable Tranche Period):


 


4.            Elected
Tranche Period and the last day thereof: ___________________


 


[Signature
Page Follows]


 






    -2- 


     


    

 


 







This Tranche Period
Election Request is made this ____ day of ________, 20120__.


 





	 	MC Income Plus Financing SPV LLC, as Borrower
	 	 
	 	By: Monroe
    Capital Income Plus Corporation, as Designated Manager
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






    -7- 


     


    

 


EXHIBIT L


 


FORM OF CUSTODIAL CERTIFICATION


 


[Date]


 


MC Income Plus Financing SPV LLC


311 South Wacker Drive, Suite 6400


Chicago, Illinois 60606


Attn: Michael Furr


Telephone No: (312) 523-2383


Facsimile No.: (312) 258-8350 


E-mail: mfurr@monroecap.com


 


U.S. Bank National Association


Global Corporate Trust – CDO Unit


One Federal Street, Third Floor


Boston, Massachusetts


Attn: Lynora Caulfield


Ref: MC Income Plus Financing SPV LLC


Telephone No: (617) 603-6641


Facsimile No.: (855) 791-2099


E-mail: lynora.caulfield@usbank.com


 


KeyBank National Association


1000 McCaslin Boulevard


Superior, Colorado 80027


Attn: Richard Andersen


Telephone No: (720) 304-1247


Facsimile No.: (216) 370-9166


E-mail: LAS.OPERATIONS.KEF@key.com


 


Re:     Amended
and Restated Revolving Credit and Security Agreement dated as of MarchMay 121,
20192020 (the “Credit Agreement”),
by and among MC Income Plus Financing SPV LLC, as the borrower (the “Borrower”), Monroe Capital Income Plus
Corporation, as collateral manager (the “Collateral Manager”), the lenders from time to time parties thereto,
KeyBank National Association, as administrative agent (in such capacity, the “Administrative Agent”) and U.S.
Bank National Association, as collateral agent (in such capacity, the “Collateral Agent”), as collateral administrator
(in such capacity, the “Collateral Administrator”) and as document custodian (in such capacity, the “Document
Custodian”)


 


Ladies and Gentlemen:


 


In accordance with
the provisions of Section 14.02(b) of the above-referenced Agreement, the undersigned, as Document Custodian, hereby
certifies and confirms that with respect to each of the Related Documents listed on the Loan Checklist annexed hereto as Schedule
I, except as noted on the report of exceptions attached hereto as Exhibit 1;


 






     


     


    

 


		(i)	all Related Documents and Loan
                                         Checklist required to be delivered to the Document Custodian pursuant to Section 7.05
                                         of the Agreement are in the Document Custodian’s possession; and



 


		(ii)	all Related Documents delivered
                                         to the Document Custodian related to each such Collateral Loans and the related Loan
                                         Checklist have been reviewed by the Document Custodian and appear regular on their face
                                         and relate to such applicable Collateral Loans.



 


The Document Custodian
shall have no liability for or obligation with respect to, and shall not be construed or obliged to make any representation or
warranty as to: (i) the validity, sufficiency, marketability, genuineness, value, contents or enforceability of any Collateral
or Related Document; (ii) the validity, adequacy or perfection of any lien upon or security interest purported to be evidenced
or created thereby; or (iii) to determine that the contents of any Collateral or Related Documents are appropriate for the
represented purpose or that any Collateral or Related Document has actually been recorded or filed, as maybe applicable, or that
any Collateral or Related Document is other than what it purports on its face to be.


 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Document Custodian
	 	 
	 	By:	          
	 	Name:
	 	Title:






 






    -8-