Exhibit 10.3


 





Execution Version


 


First Amendment to Loan and Security
Agreement and First Commitment Increase Request


 


January 21, 2021


JPMorgan Chase Bank, National Association,


as Administrative Agent


c/o JPMorgan Services Inc.


500 Stanton Christiana Rd., 3rd Floor


Newark, Delaware 19713


DE_Custom_Business


Attention: Ryan Hanks


Email: de_custom_business@jpmorgan.com


           brian.m.larocca@jpmorgan.com


 


JPMorgan Chase Bank, National Association,


as Administrative Agent


383 Madison Avenue


New York, New York 10179


Email: NA_Private_Financing_Diligence@jpmorgan.com


 


JPMorgan Chase Bank, National Association,


as Lender


c/o JPMorgan Services Inc.


500 Stanton Christiana Rd., 3rd Floor


Newark, Delaware 19713


Attention: Ryan Hanks


 


	cc:	U.S. Bank National Association, as Collateral Agent, Securities Intermediary and Collateral Administrator
	 	One Federal Street, 3rd Floor
	 	Boston, Massachusetts 02110
	 	Attention: Global Corporate Trust – BDCA 57TH Street Funding, LLC
	 	Email: BDCABostonCustody@usbank.com, with a copy to Stanley.Wong@usbank.com




 


Ladies and Gentlemen:


 


Reference is hereby made
to the Loan Agreement, dated as of August 28, 2020 (as amended or modified from time to time, the "Agreement"),
among BDCA 57th STREET FUNDING, LLC (the "Company"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as
lender (in such capacity, the "Lender") and administrative agent (in such capacity, the "Administrative
Agent"), U.S. BANK NATIONAL ASSOCIATION, as collateral agent (in such capacity, the "Collateral Agent"),
collateral administrator (in such capacity, the "Collateral Administrator") and as securities intermediary (in
such capacity, the "Securities Intermediary") and BUSINESS DEVELOPMENT CORPORATION OF AMERICA, as portfolio manager
(the "Portfolio Manager"). Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings given such terms in the Agreement.


 






     


     


    

 





 


(A)          Amendment
to the Agreement


 


The Loan Agreement is
hereby amended in accordance with Section 10.05 thereof to delete the stricken text (indicated textually in the same manner as
the following example: stricken text) and to add the bold and double-underlined text (indicated
textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages
of the Loan and Security Agreement attached as Exhibit A hereto. Exhibit A hereto constitutes a conformed copy of
the Loan and Security Agreement.


 


(B)           Pursuant
to the Agreement, the Administrative Agent is hereby notified that the Company hereby makes a Commitment Increase Request to the
Administrative Agent pursuant to Section 2.06 of the Agreement (this "First Commitment Increase Request") and
requests an increase of the Financing Commitments by an amount equal to $100,000,000, on January 21, 2021 (which such date shall
constitute a "Commitment Increase Date" under the Agreement).


 


(C)           The
effectiveness of this First Amendment to Loan Agreement and First Commitment Increase Request shall be subject to receipt by the
Administrative Agent of (i) an upfront fee in an aggregate amount specified in a letter agreement, dated as of the date hereof,
by and between the Company and the Administrative Agent (once paid, such fees or any part thereof shall not be refundable under
any circumstances) and (ii) an opinion of counsel for the Company and the Portfolio Manager with respect to the enforceability
of this First Amendment to Loan Agreement and First Commitment Increase Request in form and substance reasonably satisfactory
to the Administrative Agent.


 


(D)           The
Administrative Agent hereby acknowledges and agrees that the requirements of Section 2.06(h) of the Agreement as it relates to
Section 2.04(d) of the Agreement are satisfied by the delivery of the certifications in Clause (H) below.


 


(E)           Except
as expressly set forth herein, the Administrative Agent (in its own capacity and in its capacity as agent of the Lenders) reserves
all of its rights, privileges, powers and remedies under the Agreement and the other Loan Documents, as well as under applicable
law (whether determined at law or in equity). Except as specifically provided herein, the Agreement shall remain in full force
and effect and the execution of this First Amendment to Loan and Security Agreement and First Commitment Increase Request shall
not operate as a waiver of any violation of, or any right, privilege, power or remedy of any party under, the Agreement or any
other Loan Document; all such rights, privileges, powers and remedies are expressly reserved. The Administrative Agent's or any
Lender's exercise or failure to exercise any rights, privileges, powers and remedies under any of the foregoing in a particular
instance shall not operate as a waiver of its right to exercise the same or different rights, privileges, powers and/or remedies
in any other instance or instances.


 


(F)           THIS
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND FIRST COMMITMENT INCREASE REQUEST AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(G)           This
First Amendment to Loan and Security Agreement and First Commitment Increase Request may be executed in any number of counterparts
by facsimile or other written form of communication, each of which shall be deemed to be an original as against any party whose
signature appears thereon, and all of which shall together constitute one and the same instrument.


 






     


     


    

 





(H)          (i) Each of the
Portfolio Manager and the Company hereby certifies (solely as to itself) that all of its representations and warranties set forth
in Section 6.01 of the Agreement are true and correct in all material respects (or with respect to such representations and warranties
which by their terms contain materiality qualifiers, are true and correct), in each case on and as of the date hereof, except
to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and
correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality
qualifiers, were true and correct) as of such earlier date and (ii) the Company hereby certifies that, as of the date hereof,
no Default, Event of Default or Market Value Event has occurred and the Borrowing Base Test is satisfied.


 


(I)            The Company hereby
reaffirms the grant of Liens to secure the Secured Obligations and acknowledges that the liens securing the Secured Obligations
will remain in full force and effect after giving effect to this First Amendment to Loan and Security Agreement and First Commitment
Increase Request.


 


(J)            The Collateral
Agent, the Collateral Administrator and the Securities Intermediary are hereby directed to execute and deliver this First Amendment
to Loan and Security Agreement and First Commitment Increase Request.


 


[REMAINDER OF PAGE LEFT INTENTIONALLY
BLANK]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	BDCA 57TH STREET FUNDING, LLC, as Company







 


		By: 	/s/ Nina K. Baryski



		Name: Nina Kang Baryski
	 	Title: Chief Financial Officer



 









Signature Page to First Amendment
to Loan and Security Agreement


and First Commitment Increase Request


 






     


     


    

 


	 	BUSINESS DEVELOPMENT CORPORATION OF AMERICA, as Portfolio Manager



 


		By:	Nina.
                                         K. Baryski



	 	Name: Nina Kang Baryski
	 	Title: Chief Financial Officer



 


Signature Page to First Amendment
to Loan and Security Agreement


and First Commitment Increase Request


 






     


     


    

 


The Administrative Agent hereby approves the First Commitment
Increase Request in accordance with the terms of the Agreement upon satisfaction of the conditions precedent specified above and
the Administrative Agent and the Lender agree to the modifications of the Agreement set forth in this First Amendment to Loan and
Security Agreement and First Commitment Increase Request above upon satisfaction of the conditions precedent specified above.


 


	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent



  


		By:	James
                                         Greenfield






	 	Name: James Greenfield
	 	Title: Executive Director





 


 


	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender





 





		By:	James
                                         Greenfield






	 	Name: James Greenfield
	 	Title: Executive Director


 


Signature Page to First Amendment
to Loan and Security Agreement


and First Commitment Increase Request


 






     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent




 


	 	By: 	/s/ Stanley Wong




	 	Name: Stanley Wong




	 	Title: Vice President




 


 


	 	U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary




 






	 	By: 	/s/ Stanley Wong







	 	Name: Stanley Wong




	 	Title: Vice President




 


	 	U.S. BANK NATIONAL ASSOCIATION, as Collateral Administrator




 


	 	By: 	/s/ Stanley Wong




	 	Name: Stanley Wong




	 	Title: Vice President




 


Signature Page to First Amendment
to Loan and Security Agreement


and First Commitment Increase Request


 






     


     


    

 


Exhibit A


 


Conformed Loan Agreement


 


Signature Page to First Amendment to Loan
and Security Agreement


and First Commitment Increase Request


 






     


     


    

 


 



 


Execution Version


Conformed through the First Amendment and First
Commitment Increase Request dated as of January 21, 2021


 


 


LOAN
AND SECURITY AGREEMENT



 


dated as of



 


August 28, 2020



 


among


 


BDCA 57th STREET FUNDING, LLC




The Lenders Party Hereto




The Collateral Administrator, Collateral Agent and Securities Intermediary Party Hereto




JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,




as Administrative Agent




and


 


BUSINESS DEVELOPMENT CORPORATION OF AMERICA,

as Portfolio Manager


 


 






      


     


    

 





Table of Contents


 


	 	 	Page
	 	 	 
	 	ARTICLE I	
	 	THE PORTFOLIO INVESTMENTS	 
	 	 	 
	SECTION
    1.01.	Purchases
    of Portfolio Investments	28
	SECTION
    1.02.	Procedures for Purchases
    and Related Advances	28
	SECTION
    1.03.	Conditions to Purchases.
    	29
	SECTION
    1.04.	Sales of Portfolio
    Investments	30
	SECTION
    1.05.	Certain Assumptions
    relating to Portfolio Investments	32
	 	 	 
		ARTICLE II	 
		THE ADVANCES	 
	 	 	 
	SECTION
    2.01. 	Financing Commitments	32
	SECTION
    2.02.	[Reserved]	32
	SECTION
    2.03.	Advances;
    Use of Proceeds	32
	SECTION
    2.04.	Conditions
    to Effective Date.	33
	SECTION
    2.05.	Conditions
    to Advances	35
	SECTION
    2.06. 	Commitment Increase
    Option.	35
	 	 	 
		ARTICLE III	 
		ADDITIONAL TERMS APPLICABLE TO THE
    ADVANCES	 
	 	 	 
	SECTION
    3.01. 	The Advances	36
	SECTION
    3.02.	[Reserved]	41
	SECTION
    3.03. 	Taxes	41
	 	 	 
		ARTICLE IV	 
		COLLECTIONS AND PAYMENTS	 
	 	 	 
	SECTION
    4.01.	Interest
    Proceeds	44
	SECTION
    4.02.	Principal
    Proceeds	45
	SECTION
    4.03.	Principal
    and Interest Payments; Prepayments; Commitment Fee	45
	SECTION
    4.04. 	MV Cure Account	47
	SECTION
    4.05.	Priority
    of Payments	47
	SECTION
    4.06. 	Payments Generally	48
	SECTION
    4.07. 	Termination or Reduction
    of Financing Commitments	48
	 	 	 
		ARTICLE V	 
		THE PORTFOLIO MANAGER	 
	 	 	 
	SECTION
    5.01.	Appointment
    and Duties of the Portfolio Manager	49
	SECTION
    5.02.	Portfolio
    Manager Representations as to Eligibility Criteria; Etc	49
	SECTION
    5.03.	Indemnification	49



 






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	 	ARTICLE VI	 
	 	REPRESENTATIONS, WARRANTIES AND COVENANTS	 
	 	 	 
	SECTION 6.01.	Representations and Warranties	50
	SECTION
    6.02. 	Covenants of the Company
    and the Portfolio Manager	53
	SECTION 6.03.	Amendments of Portfolio Investments, Etc	59
	 	 	 
	 	ARTICLE VII	 
	 	EVENTS OF DEFAULT	 
	 	 	 
	 	ARTICLE VIII	 
	 	COLLATERAL ACCOUNTS; COLLATERAL SECURITY	 
	 	 	 
	SECTION 8.01.	The Collateral Accounts; Agreement as to Control	62
	SECTION 8.02.	Collateral Security; Pledge; Delivery	63
	 	 	 
	 	ARTICLE IX	 
	 	THE AGENTS	 
	 	 	 
	SECTION 9.01.	Appointment of Administrative Agent and Collateral Agent	66
	SECTION 9.02.	Additional
    Provisions Relating to the Collateral Agent and the Collateral Administrator 	70
	 	 	 
	 	ARTICLE X	 
	 	MISCELLANEOUS	 
	 	 	 
	SECTION 10.01. 	Non-Petition; Limited Recourse	73
	SECTION 10.02.	Notices	73
	SECTION 10.03. 	No Waiver	73
	SECTION 10.04. 	Expenses;
    Indemnity; Damage Waiver; Right of Setoff	74
	SECTION 10.05.	Amendments	75
	SECTION 10.06. 	Successors; Assignments	75
	SECTION 10.07. 	Governing
    Law; Submission to Jurisdiction; Etc	77
	SECTION 10.08. 	Interest Rate Limitation	77
	SECTION 10.09. 	PATRIOT Act	77
	SECTION 10.10. 	Counterparts	78
	SECTION 10.11. 	Headings.	78
	SECTION 10.12. 	Confidentiality	78
	SECTION 10.13. 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions.	79



 


	Schedules	 
	 	 
	Schedule 1	Transaction Schedule
	Schedule 2	Contents of Notice of Acquisition
	Schedule 3	Eligibility Criteria
	Schedule 4	Concentration Limitations
	Schedule 5	Initial Portfolio Investments
	Schedule 6	Moody's Industry Classifications
	Schedule 7	Ineligible Persons



 






    - 3 -


     


    

 





	Exhibits	 
	 	 
	Exhibit A	Form of Request for Advance



 






    - 4 -


     


    

 


Interest
Rates; LIBOR Notification


 


The interest rate on an Advance may be derived
from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled
the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest
rate benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on
which they are calculated may change. The London interbank offered rate 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 ICE Benchmark Administrator (together with any successor to the ICE Benchmark Administrator, the "IBA") for purposes
of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank
offered rate 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 the London interbank offered rate. Upon the occurrence of a Benchmark
Transition Event or an Early Opt-in Election, Section 3.01(h) provides a mechanism for determining an alternative rate of interest.
The Administrative Agent will promptly notify the Company, pursuant to Section 3.01(h)(iv), of any change to the reference rate
upon which the interest rate on Advances is based. However, the Administrative Agent does not warrant or accept any responsibility
for, and shall not, except for its own actions under this Agreement, have any liability with respect to, the administration, submission
or any other matter related to the London interbank offered rate or other rates in the definition of "LIBO Rate" or with
respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (1) any such
alternative, successor or replacement rate implemented pursuant to Section 3.01(h)(ii), whether upon the occurrence of a Benchmark
Transition Event or an Early Opt-in Election, and (2) the implementation of any Benchmark Replacement Conforming Changes pursuant
to Section 3.01(h)(iii), including without limitation, whether the composition or characteristics of any such alternative, successor
or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the
same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.


 






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LOAN AND SECURITY AGREEMENT dated as
of August 28, 2020 (this "Agreement") among BDCA 57th STREET FUNDING, LLC, as borrower (the "Company");
BUSINESS DEVELOPMENT CORPORATION OF AMERICA, as portfolio manager (in such capacity, the "Portfolio Manager");
the Lenders party hereto; U.S. BANK NATIONAL ASSOCIATION, in its capacities as collateral agent (in such capacity, the "Collateral
Agent"), collateral administrator (in such capacity, the "Collateral Administrator") and securities intermediary
(in such capacity, the "Securities Intermediary"); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative
agent for the Lenders hereunder (in such capacity, the "Administrative Agent").


 


The Portfolio Manager and the Company
wish for the Company to acquire and finance certain loans and other corporate debt securities (the "Portfolio Investments"),
all on and subject to the terms and conditions set forth herein.


 


Furthermore, the Company intends to enter
into a Master Participation Agreement, dated as of August 28, 2020 (the "Participation Agreement") by and between
the Company and BDCA Funding I, LLC (in such capacity, the "MPA Seller"), pursuant to which the Company shall
acquire Portfolio Investments on the Effective Date.


 


Furthermore, the Company intends to enter
into a Sale and Contribution Agreement, dated as of August 28, 2020 (the "Sale Agreement") by and between the
Company and the Parent (in such capacity, the "Seller"), pursuant to which the Company shall from time to time
acquire Portfolio Investments from the Parent.


 


On and subject to the terms and
conditions set forth herein, JPMorgan Chase Bank, National Association ("JPMCB") and its respective successors
and permitted assigns (together with JPMCB, the "Lenders") have agreed to make advances to the Company ("Advances")
hereunder to the extent specified on the transaction schedule attached as Schedule 1 hereto (the "Transaction Schedule").


 


Accordingly, the parties hereto agree as follows:


 


Certain Defined Terms


 


"Account Control Agreement"
means the Securities Account Control Agreement, dated as of August 28, 2020, among the Company, the Administrative Agent, the Collateral
Agent and the Securities Intermediary.


 


"Additional Distribution Date" has
the meaning set forth in Section 4.05.


 


"Adjusted Applicable Margin"
means the stated Applicable Margin for Advances set forth on the Transaction Schedule plus 2% per annum.


 


"Administrative Agent"
has the meaning set forth in the introductory section of this Agreement.


 


"Advances" has the meaning set forth
in the introductory section of this Agreement.


 






    - 6 -


     


    

 





"Adverse Proceeding"
means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether
or not purportedly on behalf of the Company) at law or in equity, or before or by any Governmental Authority, whether pending,
active or, to the Company's or the Portfolio Manager's knowledge, threatened against or affecting the Company or the Portfolio
Manager or their respective property that would reasonably be expected to result in a Material Adverse Effect.


 


"Affiliate" means, with respect
to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such former Person but
which shall not include the obligors under any Portfolio Investment or any Portfolio Company of the Portfolio Manager. For the
purposes of this definition, control of a Person shall mean the power, direct or indirect, (i) to vote more than 50% of the securities
having ordinary voting power for the election of directors of any such Person or (ii) to direct or cause the direction of the management
and policies of such Person whether by contract or otherwise.


 


"Agent" has the meaning set forth in
Section 9.01.


 


"Agent Business Day"
means any day on which commercial banks settle payments in each of New York City and the city in which the corporate trust office
of the Collateral Agent is located (which shall initially be Boston, Massachusetts).


 


"Agreement" has the meaning set forth
in the introductory paragraph hereto.


 


"Agreement Party" has the meaning set
forth in Article VII.


 


"Amendment" has the meaning set forth
in Section 6.03.


 


"Anti-Corruption Laws"
means all laws, rules, and regulations of any jurisdiction applicable to the Company from time to time concerning or relating to
bribery or corruption.


 


"Applicable Law"
means, for any Person, all existing and future laws, rules, regulations (including temporary and final income tax regulations),
statutes, treaties, codes, ordinances, permits, certificates, orders, licenses of and interpretations by any Governmental Authority
applicable to such Person and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other
administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.


 


"Base Rate" means,
for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 0.50%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively. In the event that the Base Rate is below zero at any time during the term of this Agreement, it shall be deemed
to be zero until it exceeds zero again.


 


"Benchmark Replacement"
means the sum of: (a) the alternate benchmark rate (which, may be a SOFR-Based Rate) that has been selected by the
Administrative Agent and the Company giving due consideration to (i) any selection or recommendation of a replacement rate or
the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing
market convention for determining a rate of interest as a replacement to the LIBO Rate for syndicated credit facilities
denominated in U.S. dollars and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement
as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for purposes of this Agreement; provided
further that any such Benchmark Replacement shall be administratively feasible as determined by the Administration Agent
in its sole discretion.


 






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"Benchmark Replacement Adjustment"
means 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 Company giving due consideration to (i) any selection
or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of the LIBO Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving
or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread
adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities
denominated in U.S. dollars at such time. For the avoidance of doubt, such Benchmark Replacement Adjustment shall not be in the
form of a reduction to the Applicable Margin.


 


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


 


"Benchmark
Replacement Date" means the earlier to occur of the following events with respect to the LIBO Rate:


 


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


 


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


 


"Benchmark Transition Event"
means the occurrence of one or more of the following events with respect to the LIBO Rate:


 


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


 


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


 






    - 8 -


     


    

 


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


 


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


 


"Benchmark Unavailability Period"
means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the LIBO Rate and
solely to the extent that the LIBO Rate has not been replaced with a Benchmark Replacement, the period (x) beginning at the time
that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the LIBO Rate for all
purposes hereunder in accordance with Section 3.01(h) and (y) ending at the time that a Benchmark Replacement has replaced the
LIBO Rate for all purposes hereunder pursuant to Section 3.01(h).


 


"Beneficial Ownership Certification"
means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.


 


"Beneficial Ownership Regulation" means
31 C.F.R. § 1010.230.


 


"Board" means
the Board of Governors of the Federal Reserve System of the United States of America.


 


"Borrowing Base Test"
means a test that will be satisfied on any date of determination if the following is true:


 


 


 


Where:




 


AR = 60%.


 


"Business Day" means any
day on which commercial banks are open in each of New York City and the city in which the corporate trust office of the Collateral
Agent is located; provided that, with respect to any LIBO Rate related provisions herein, "Business Day" shall
be deemed to exclude any day on which banks are required or authorized to be closed in London, England.


 






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"Calculation Period"
means the quarterly period from and including the date on which the first Advance is made hereunder to but excluding the first
Calculation Period Start Date following the date of such Advance and each successive quarterly period from and including a Calculation
Period Start Date to but excluding the immediately succeeding Calculation Period Start Date (or, in the case of the last Calculation
Period, if the last Calculation Period does not end on the last calendar day of March, June, September or December, the period
from and including the related Calculation Period Start Date to but excluding the Maturity Date).


 


"Calculation Period Start
Date" means the first calendar day of January, April, July and October of each year (or, if any such date is not a Business
Day, the immediately succeeding Business Day), commencing in October 2020.


 


"Cash
Equivalents" means, any of the following: (i) marketable securities (a) issued or directly and unconditionally
guaranteed as to interest and principal by the United States Government or (b) issued by any agency of the United States the
obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year
after such date; (ii) marketable direct obligations issued by any state of the United States or any political subdivision of
any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at
the time of the acquisition thereof, a rating of at least "A-1" from S&P or at least "P-1" from
Moody's; (iii) commercial paper maturing no more than three months from the date of creation thereof and having, at the time
of the acquisition thereof, a rating of at least "A-1" from S&P or at least "P-1" from Moody's; (iv)
certificates of deposit or bankers' acceptances maturing within three months after such date and issued or accepted by any
Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the
District of Columbia that (a) is at least "adequately capitalized" (as defined in the regulations of its primary
Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000; and
(v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of
investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $5,000,000,000, and (c) has
the highest rating obtainable from either S&P or Moody's. Subject to the foregoing, Cash Equivalents may include
investments in which the Collateral Agent or its Affiliates provide services and receive compensation.


 


"Change in Law"
means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law,
rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive
(whether or not having the force of law) by any Governmental Authority; provided that all requests, rules, guidelines or
directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection
with the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii) in connection with the implementation
of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory
Practices (or any successor or similar authority) shall be deemed to have occurred after the date of this Agreement for purposes
of this definition, regardless of the date adopted, issued, promulgated or implemented.


 






    - 10 -


     


    

 


"Change of Control"
means an event or series of events by which (A) the Parent or its Affiliates, collectively, (i) shall cease to possess,
directly or indirectly, the right to elect or appoint (through contract, ownership of voting securities, or otherwise)
managers that at all times have a majority of the votes of the board of managers (or similar governing body) of the Company
or to direct the management policies and decisions of the Company or (ii) shall cease, directly or indirectly, to own and
control legally and beneficially all of the equity interests of the Company, (B) BDCA Adviser, LLC or its Affiliates shall
cease to be the investment advisor of the Parent or (C) Benefit Street Partners L.L.C. or its Affiliates, collectively, (i)
shall cease to possess, directly or indirectly, the right to elect or appoint (through contract, ownership of voting
securities, or otherwise) managers that at all times have a majority of the votes of the board of managers (or similar
governing body) of BDCA Adviser, LLC or to direct the management policies and decisions of BDCA Adviser, LLC or (ii) shall
cease, directly or indirectly, to own and control legally and beneficially all of the equity interests of BDCA Adviser,
LLC.


 


"Charges" has the meaning set forth
in Section 10.08.


 


"Code" means the Internal Revenue
Code of 1986, as amended.


 


"Collateral" has the meaning set forth in Section 8.02(a).


 


"Collateral Accounts" has the meaning
set forth in Section 8.01(a).


 


"Collateral Administrator"
has the meaning set forth in the introductory section of this Agreement.


 


"Collateral Agent"
has the meaning set forth in the introductory section of this Agreement.


 


"Collateral Principal Amount"
means on any date of determination (A) the aggregate principal balance of the Portfolio, excluding the unfunded balance on any
Delayed Funding Term Loan, as of such date plus (B) the amounts on deposit in the Collateral Accounts (including cash and
Eligible Investments) representing Principal Proceeds as of such date and the amounts on deposit in the Unfunded Exposure Account
(including cash and Eligible Investments) as of such date minus (C) the aggregate principal balance of all Ineligible Investments
as of such date.


 


"Collection Account" means
the Interest Collection Account and the Principal Collection Account, collectively.


 


"Commitment Increase Date"
means any Business Day on which the Administrative Agent (in its sole discretion) approves in writing (which may be by email) a
Commitment Increase Request.


 


"Commitment Increase Request"
means, on any date during the Reinvestment Period, the request of the Company in writing (which may be by email) to the Administrative
Agent and the Lenders for an increase of the Financing Commitments pursuant to Section 2.06.


 


"Company" has the meaning set forth
in the introductory section of this Agreement.


 


"Compounded SOFR"
means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and
conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period as a mechanism to
determine the interest amount payable prior to the end of each Calculation Period) being established by the Administrative Agent
in accordance with:


 


(1) the rate, or methodology for
this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR;
or


 






    - 11 -


     


    

 





(2) if, and to the extent that,
the Administrative Agent determines that Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate,
or methodology for this rate, and conventions for this rate that the Administrative Agent determines in its reasonable discretion
are substantially consistent with any evolving or then-prevailing market convention for determining compounded SOFR for syndicated
credit facilities denominated in U.S. dollars at such time;


 


provided that, if the Administrative
Agent decides that any such rate, methodology or convention determined in accordance with clause (1) or clause (2) is not administratively
feasible for the Administrative Agent, then Compounded SOFR will be deemed unable to be determined for purposes of the definition
of "Benchmark Replacement".


 


"Concentration Limitation Excess"
means, on any date of determination, without duplication, all or the portion of the principal amount of any Portfolio Investment
(other than any Ineligible Investment) that exceeds any Concentration Limitation as of such date; provided that the Portfolio
Manager shall select in its sole discretion which Portfolio Investment(s) constitute part of the Concentration Limitation Excess;
provided further that with respect to any Delayed Funding Term Loan, the Portfolio Manager shall select any term Portfolio
Investment from the same obligor and/or any funded portion of the aggregate commitment amount of such Delayed Funding Term Loan
before selecting any unfunded portion of such aggregate commitment amount; provided further that if the Portfolio Manager
does not so select any Portfolio Investment(s), the applicable portion of the Portfolio Investment(s) determined by the Administrative
Agent shall make up the Concentration Limitation Excess.


 


"Concentration Limitations" has the
meaning set forth in Schedule 4.


 


"Corresponding Tenor" means
with respect to a Benchmark Replacement a tenor (including overnight) having approximately the same length (disregarding business
day adjustment) as the applicable tenor for the applicable Calculation Period with respect to the LIBO Rate.


 


"Custodial Account" means
the account(s) established by the Securities Intermediary and set forth on the Transaction Schedule and any successor accounts
established in connection with the resignation or removal of the Securities Intermediary.


 


"Default" has the meaning set forth
in Section 1.03.


 


"Delayed Funding Term Loan"
means any Loan that (a) requires the holder thereof to make one or more future advances to the obligor under the underlying instruments
relating thereto, (b) specifies a maximum amount that can be borrowed on or prior to one or more fixed dates, and (c) does not
permit the re-borrowing of any amount previously repaid by the obligor thereunder; but, for the avoidance of doubt, any such Loan
will be a Delayed Funding Term Loan only until all commitments by the holders thereof to make such future advances to the obligor
thereon expire or are terminated or reduced to zero.


 


"Deliver" (and
its correlative forms) means the taking of the following steps by the Company or the Portfolio Manager:


 


(1)        except
as provided in clauses (3) or (4) below, in the case of Portfolio Investments and Eligible Investments and amounts on deposit
in the Collateral Accounts, by (x) causing the Securities Intermediary to indicate by book entry that a financial asset
comprised thereof has been credited to the applicable Collateral Account and (y) causing the Securities Intermediary to
agree, pursuant to the Account Control Agreement, that it will comply with entitlement orders originated by the Collateral
Agent with respect to each such security entitlement without further consent by the Company;


 






    - 12 -


     


    

 


(2)         in
the case of each general intangible, by notifying the obligor thereunder of the security interest of the Collateral Agent (except
to the extent that the requirement for consent by any person to the pledge hereunder or transfer thereof to the Collateral Agent
or the Administrative Agent is rendered ineffective under Section 9-406 of the UCC, no such requirement for consent exists in
the underlying documents or such consent has otherwise been obtained);


 


(3)         in the case of Portfolio Investments consisting of money or instruments (the "Possessory Collateral") that
do not constitute a financial asset forming the basis of a security entitlement delivered to the Collateral Agent pursuant to clause
(1) above, by causing (x) the Collateral Agent to obtain possession of such Possessory Collateral in the State of New York, or
(y) a Person other than the Company and a securities intermediary (A)(I) to obtain possession of such Possessory Collateral in
the State of New York, and (II) to then authenticate a record acknowledging that it holds possession of such Possessory Collateral
for the benefit of the Collateral Agent or (B)(I) to authenticate a record acknowledging that it will take possession of such Possessory
Collateral for the benefit of the Collateral Agent and (II) to then acquire possession of such Possessory Collateral in the State
of New York;


 


(4)         in
the case of any account which constitutes a "deposit account" under Article 9 of the UCC, by causing the Securities
Intermediary to continuously identify in its books and records the security interest of the Collateral Agent in such account and,
except as may be expressly provided herein to the contrary, establishing dominion and control over such account in favor of the
Collateral Agent;


 


(5)         in
all cases, by filing or causing the filing of a financing statement with respect to such Collateral with the Delaware Secretary
of State; and


 


(6)         in all cases by otherwise ensuring that all steps, if any, required under applicable Law or reasonably requested by the
Administrative Agent to ensure that this Agreement creates a valid, first priority Lien (subject only to Permitted Liens) on such
Collateral in favor of the Collateral Agent, shall have been taken, and that such Lien shall have been perfected by filing and,
to the extent applicable, possession or control.


 


"Designated Email Notification
Address" means m.frick@benefitstreetpartners.com; provided that, so long as no Event of Default shall have
occurred and be continuing and no Market Value Event shall have occurred, the Company may, upon at least five (5) Business Days'
(or such shorter period as the Administrative Agent shall agree in its sole discretion) written notice to the Administrative Agent,
the Collateral Administrator and the Collateral Agent, designate any other email address as the Designated Email Notification
Address.


 


"Designated Independent Dealer"
means J.P. Morgan Securities LLC; provided that, so long as no Market Value Event shall have occurred and no Event of Default
shall have occurred and be continuing, the Portfolio Manager may, upon at least five (5) Business Days' (or such shorter period
as the Administrative Agent shall agree in its sole discretion) written notice to the Administrative Agent, the Collateral Administrator
and the Collateral Agent, designate another Independent Dealer as the Designated Independent Dealer.


 






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"Early Opt-in Election" means the
occurrence of:


 


(1)          (i) a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent
(with a copy to the Company) that the Required Lenders have determined that syndicated credit facilities denominated in U.S. dollars
being executed at such time, or that include language similar to that contained in Section 3.01(h) are being executed or amended,
as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate, and


 


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


 


"Effective Date" has the meaning set
forth in Section 2.04.


 


"Effective Date Letter"
means the letter agreement, dated as of the date hereof, by and between the Company and the Administrative Agent.


 


"Eligibility Criteria" has the
meaning set forth in Section 1.03.


 


"Eligible Investments" has the meaning set forth in Section 4.01.


 


"ERISA" means the United
States Employee Retirement Income Security Act of 1974, as amended.


 


"ERISA Affiliate" means any
trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or (c)
of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412, 430 or 431 of the Code).


 


"ERISA Event"
means that (1) any of the Company or the Parent has underlying assets which constitute "plan assets" within the meaning
of the Plan Asset Rules or (2) any of the Company, the Parent or any ERISA Affiliate sponsors, maintains, contributes to, is required
to contribute to or has any material liability with respect to any Plan.


 


"Event of Default" has the meaning
set forth in Article VII.


 


"Excess Funded Amount" has the meaning
set forth in Section 4.03(c)(ii).


 


"Excess Interest Proceeds"
means, at any time of determination, the excess of (1) amounts then on deposit in the Collateral Accounts representing Interest
Proceeds over (2) the projected amount required to be paid pursuant to Section 4.05(a) and (b) on the next Interest Payment Date,
the next Additional Distribution Date or the Maturity Date, as applicable, in each case, as determined by the Company in good faith
and in a commercially reasonable manner and verified by the Administrative Agent.


 






    - 14 -


     


    

 


"Excluded
Taxes" means any of the following Taxes imposed on or with respect to a Secured Party or required to be withheld or
deducted from a payment to a Secured Party, (a) Taxes imposed on or measured by net income (however denominated), franchise
Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Secured Party being organized under the laws
of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction
imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a
Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender that are or would be
required to be withheld pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the
Financing Commitment or Advance or (ii) such Lender changes its lending office, except in each case to the extent that,
pursuant to Section 3.03, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before
such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable
to such Secured Party's failure to comply with Section 3.03(f) and (d) any U.S. federal withholding Taxes imposed under
FATCA.


 


"Extension Option"
means an option that may be exercised by the Administrative Agent in its sole discretion on or after May 28, 2023 (but prior to
the Scheduled Termination Date set forth on the Transaction Schedule on the Effective Date) to extend the Scheduled Termination
Date to August 28, 2024.


 


"FATCA" means
Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof,
and intergovernmental agreements thereunder, similar or related non-U.S. law that corresponds to Sections 1471 to 1474 of the Code,
any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection
with the implementation of such sections of the Code and any U.S. or non-U.S. fiscal or regulatory law, legislation, rules, guidance,
notes or practices adopted pursuant to such intergovernmental agreement.


 


"Federal Funds Effective
Rate" means, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day's federal funds
transactions by depositary institutions, as determined in such manner as the Federal Reserve Bank of New York shall set forth on
its public website from time to time, and published on the next succeeding Business Day by the Federal Reserve Bank of New York
as the effective federal funds rate, provided that if the Federal Funds Effective Rate as so determined would be less than
zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


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


 


"Financing Commitment"
means, with respect to each Lender, the commitment of such Lender to provide Advances to the Company hereunder in an amount up
to but not exceeding the amount set forth opposite such Lender's name on the Transaction Schedule.


 


"First
Commitment Increase Date" means January 21, 2021. 


 


"Foreign Lender" means a Lender that is not
a U.S. Person.


 


"Foreign Subsidiary"
means (i) any Subsidiary that is not incorporated or organized under the laws of a State within the United States of America or
the District of Columbia, and that is a "controlled foreign corporation" within the meaning of Section 957 of the Code
with respect to which a Company is a "US Shareholder" within the meaning of Section 951(b) of the Code, or (ii) any Subsidiary
that is a disregarded entity for U.S. federal income tax purposes and which assets are all or substantially all stock or stock
equivalents of, or debt interests in, one or more Subsidiaries described in clause (i) above.


 


"GAAP" means generally
accepted accounting principles in the effect from time to time in the United States, as applied from time to time by the Company.


 






    - 15 -


     


    

 



 


"Governmental Authority"
means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national
bodies such as the European Union or the European Central Bank).


 


"Indebtedness" as applied
to any Person, means, without duplication, as determined in accordance with GAAP, (i) all indebtedness of such Person for borrowed
money; (ii) all obligations of such Person evidenced by bonds, debentures, notes, deferrable securities or other similar instruments;
(iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable
arising in the ordinary course of business; (iv) that portion of obligations with respect to capital leases that is properly classified
as a liability of such Person on a balance sheet; (v) all obligations of such Person to reimburse or prepay any bank or other Person
in respect of amounts paid under a letter of credit, banker's acceptance or similar instrument (but only to the extent such amounts
have been drawn and not reimbursed); (vi) all debt of others secured by a Lien on any asset of such Person, whether or not such
debt is assumed by such Person; and (vii) all debt, capital lease obligations or similar obligations to repay money of others guaranteed
by such Person or for which such Person acts as surety. Notwithstanding the foregoing, "Indebtedness" shall not include
a commitment arising in the ordinary course of business to purchase a future Portfolio Investment in accordance with the terms
of this Agreement.


 


"Indemnified Person" has the meaning
specified in Section 5.03.


 


"Indemnified Taxes"
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of
the Company under this Agreement and (b) to the extent not otherwise described in (a), Other Taxes.


 


"Indemnitee" has the meaning set forth
in Section 10.04(b).


 


"Independent Dealer"
means any of the following (as such list may be revised from time to time by mutual agreement of the Company and the Administrative
Agent): Bank of America/Merrill Lynch, Barclays Bank, BNP Paribas, Citibank, Credit Suisse, Deutsche Bank, Goldman Sachs, Morgan
Stanley, UBS and any Affiliate of any of the foregoing, but in no event including the Company or any Affiliate of the Company.


 


"Ineligible Investment" means
any Portfolio Investment that fails, at any time, to satisfy the Eligibility Criteria; provided that with respect to any
Portfolio Investment for which the Administrative Agent has waived one or more of the criteria set forth on Schedule 3, the Eligibility
Criteria in respect of such Portfolio Investment shall be deemed not to include such waived criteria at any time after such waiver
and such Portfolio Investment shall not be considered an "Ineligible Investment" by reason of its failure to meet such
waived criteria; provided further that any Portfolio Investment (other than an Initial Portfolio Investment) which has not
been approved by the Administrative Agent pursuant to Section 1.02 on or prior to its Trade Date will be deemed to be an Ineligible
Investment until such later date (if any) on which such Portfolio Investment is so approved; provided further that any Participation
Interest that has not been elevated to an absolute assignment on or prior to the 30th calendar day (or such later date
as the Administrative Agent may agree in its sole discretion) following the Effective Date shall constitute an Ineligible Investment
until the date on which such elevation has occurred.


 


"Ineligible Person" means any Person
listed in Schedule 7.


 






    - 16 -


     


    

 


"Information"
means all information received from the Company or the Portfolio Manager relating to the Company or its business or any obligor
in respect of any Portfolio Investment.


 


"Initial Portfolio Investments" means
the Portfolio Investments listed in Schedule 5.


 


"Interest Collection Account"
means the account(s) established by the Securities Intermediary and set forth on the Transaction Schedule for the deposit of Interest
Proceeds and any successor accounts established in connection with the resignation or removal of the Securities Intermediary.


 


"Interest Payment Date" has the meaning
set forth in Section 4.03(b).


 


"Interest Proceeds" means
all payments of interest received in respect of the Portfolio Investments and Eligible Investments acquired with the proceeds of
Portfolio Investments (in each case other than accrued interest purchased using Principal Proceeds, but including proceeds received
from the sale of interest accrued after the date on which the Company acquired the related Portfolio Investment), all other payments
on the Eligible Investments acquired with the proceeds of Portfolio Investments (for the avoidance of doubt, such other payments
shall not include principal payments (including, without limitation, prepayments, repayments or sale proceeds) with respect to
Eligible Investments acquired with Principal Proceeds) and all payments of fees, dividends and other similar amounts received in
respect of the Portfolio Investments or deposited into any of the Collateral Accounts (including closing fees, commitment fees,
facility fees, late payment fees, amendment fees, waiver fees, prepayment fees and premiums, ticking fees, delayed compensation,
customary syndication or other up-front fees and customary administrative agency or similar fees); provided, however,
that for the avoidance of doubt, Interest Proceeds shall not include amounts or Eligible Investments in the MV Cure Account or
Unfunded Exposure Account or any proceeds therefrom.


 


"Investment" means (a) the
purchase of any debt or equity security of any other Person, or (b) the making of any Loan or advance to any other Person, or (c)
becoming obligated with respect to a contingent obligation in respect of obligations of any other Person.


 


"IRS" means the United States Internal Revenue
Service.


 


"JPMCB" has the meaning set forth in
the introductory section of this Agreement.


 


"Lender Participant" has the meaning
set forth in Section 10.06(c).


 


"Lenders" has the meaning set forth
in the introductory section of this Agreement.


 


"Liabilities" has the meaning set forth
in Section 5.03.


 


"LIBO Rate" means, for each
Calculation Period relating to an Advance, the LIBO Screen Rate at approximately 11:00 a.m., London time, two (2) Business Days
prior to the commencement of such Calculation Period; provided that if the LIBO Screen Rate shall not be available at such
time then the LIBO Rate for such Calculation Period shall be the rate per annum (rounded to the same number of decimal
places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent
manifest error) to be equal to the rate that results from interpolating on a linear basis between (a) the LIBO Screen Rate for
the longest period available that is shorter than three months and (b) the LIBO Screen Rate for the shortest period available
that is longer than three months, in each case, at such time.


 






    - 17 -


     


    

 


"LIBO Screen Rate"
means, for each Calculation Period relating to an Advance, the London interbank offered rate as administered by ICE Benchmark Administration
(or any other Person that takes over the administration of such rate) for U.S. Dollars for a period equal to three months as displayed
on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does
not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate
page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its
reasonable discretion); provided that if the LIBO Screen Rate as so determined would be less than zero, such rate shall
be deemed to zero for the purposes of this Agreement.


 


"Lien" means any security interest,
lien, charge, pledge, preference, equity or encumbrance of any kind, including tax liens, mechanics' liens and any liens that
attach by operation of law.


 


"Liquid Portfolio Investment"
means any Portfolio Investment other than a Mezzanine Obligation that, on the applicable date of determination (i) in the case
of a Loan, has at least two bids available through LoanX/Markit Group Limited or (ii) in the case of a bond, has traded volume
through TRACE of at least $2,000,000 during the thirty day period immediately preceding such date of determination.


 


"Loan" means any
obligation for the payment or repayment of borrowed money that is documented by a term and/or revolving loan agreement or other
similar credit agreement.


 


"Loan Documents"
means this Agreement, the Participation Agreement, the Sale Agreement, the Effective Date Letter, the Account Control Agreement,
the Portfolio Management Agreement (including any amendments or supplements thereto or modifications or waivers thereof) and any
certifications (including in any Notice of Acquisition), requests (including Commitment Increase Requests and Requests for Advance)
or similar documents delivered in accordance herewith or therewith.


 


"Margin Stock"
has the meaning provided such term in Regulation U of the Board of Governors of the Federal Reserve Board.


 


"Market Value" means, on
any date of determination (i) with respect to any Liquid Portfolio Investment, the average indicative bid-side price (expressed
as a percentage) determined by LoanX/Markit Group Limited or TRACE (or, if the Administrative Agent determines in its sole discretion
that such bid price is not available or is not indicative of the actual current market value, the market value of such Portfolio
Investment as determined by the Administrative Agent in good faith and in a commercially reasonable manner) and (ii) with respect
to any other Portfolio Investment, the market value of such Portfolio Investment as determined by the Administrative Agent in good
faith and in a commercially reasonable manner, in each case, expressed as a percentage of par.


 


So long as no Market Value Event
has occurred or Event of Default has occurred and is continuing, the Portfolio Manager shall have the right to initiate a dispute
of the Market Value of certain Portfolio Investments as set forth below; provided that the Portfolio Manager provides the
executable bid or valuation set forth below no later than 12:00 p.m. New York City time on the second Business Day following the
related date of determination; provided, further, that with respect to each Portfolio Investment, the Portfolio Manager
may not initiate a dispute of the Market Value thereof until the earlier of (x) the date that is six (6) months following the Trade
Date of such Portfolio Investment and (y) the date on which the Administrative Agent provides a Market Value with respect to such
Portfolio Investment that is at least 5% lower than the Market Value of such Portfolio Investment on the Trade Date of such Portfolio
Investment.


 






    - 18 -


     


    

 


If the Portfolio Manager disputes the determination
of Market Value with respect to any Portfolio Investment: (i) with respect to any Liquid Portfolio Investment, the Portfolio Manager
may, at the expense of the Company, obtain a written executable bid from an Independent Dealer for the full principal amount of
such Portfolio Investment and submit evidence of such bid to the Administrative Agent; provided that the Administrative
Agent has the ability to execute any such bid by selling any portion of such Liquid Portfolio Investment held by the Administrative
Agent or any of its Affiliates for its own account directly to any such Independent Dealer (or indirectly through a broker or other
intermediary reasonably acceptable to the Administrative Agent) at the time such bid is delivered to the Administrative Agent by
the Portfolio Manager and (ii) with respect to any other Portfolio Investment, the Portfolio Manager may, with respect to up to
three such Portfolio Investments in each calendar quarter, engage a Nationally Recognized Valuation Provider, at the expense of
the Company, to provide a valuation of the applicable Portfolio Investments and submit evidence of such valuation to the Administrative
Agent; provided that if the Company engages a Nationally Recognized Valuation Provider that provides a range of valuations,
then the valuation for the purposes of this clause (ii) shall be equal to the mean of the highest and lowest valuations of such
range.


 


The market value of any Portfolio
Investment determined in accordance with the immediately preceding paragraph will be the Market Value for the applicable Portfolio
Investment from and after the Business Day following receipt of notice of such executable bid or valuation by the Administrative
Agent unless and until the Administrative Agent has made a good faith and commercially reasonable determination that the Market
Value of such Portfolio Investment has changed, in which case the Administrative Agent may determine another Market Value (in accordance
with the definition of Market Value).


 


Notwithstanding anything to the contrary herein,
(A) the Market Value for any Portfolio Investment shall not be greater than the par amount thereof, (B) the Market Value of any
Ineligible Investment shall be deemed to be zero, (C) the Administrative Agent shall be entitled to disregard as invalid any bid
submitted by the Portfolio Manager from any Independent Dealer if, in the Administrative Agent's good faith judgment: (i) such
Independent Dealer is ineligible to accept assignment or transfer of the relevant Portfolio Investment or portion thereof, as applicable,
substantially in accordance with the then-current market practice in the principal market for such Portfolio Investment, as reasonably
determined by the Administrative Agent; or (ii) such firm bid or such firm offer is not bona fide, including due to the insolvency
of the Independent Broker-Dealer and (D) no valuation provided by a Nationally Recognized Valuation Provider shall be effective
unless it is in form and substance reasonably acceptable to the Administrative Agent and takes into account factors commonly used
by market participants in conducting valuation processes, including without limitation (i) industry and comparable company analysis,
(ii) market yield assumptions, (iii) credit fundamentals, cyclical nature, and outlook of the business of the Portfolio Investment's
obligor; and (iv) historical material debt-financed acquisitions consummated by the Portfolio Investment's obligor.


 


The Administrative Agent shall
notify the Company, the Portfolio Manager and the Collateral Administrator in writing of the then-current Market Value of each
Portfolio Investment in the Portfolio on a monthly basis or upon the reasonable request of the Portfolio Manager (but no more frequently
than 3 requests per calendar month). Any notification from the Administrative Agent to the Company that a Market Value Trigger
Event has occurred and is continuing shall be accompanied by a written statement showing the then-current Market Value of each
Portfolio Investment.


 






    - 19 -


     


    

 


"Market Value
Cure" means, on any date of determination, (i) with the consent of the Administrative Agent, the contribution by the
Parent of additional Portfolio Investments to the Company and the Delivery thereof by the Company to the Collateral Agent
pursuant to the terms hereof, (ii) the contribution by the Parent of cash to the Company and the Delivery thereof by the
Company to the Collateral Agent pursuant to the terms hereof (which amounts shall be deposited in the MV Cure Account), (iii)
the sale by the Company of one or more Portfolio Investments in accordance with the requirements of this Agreement, (iv) the
prepayment by the Company of an aggregate principal amount of Advances (together with accrued and unpaid interest thereon) or
(v) any combination of the foregoing clauses (i), (ii), (iii) and (iv), in each case during the Market Value Cure Period, at
the option of the Portfolio Manager, and in an amount such that immediately after giving effect to all such actions the Net
Advances are less than the product of (a) the Net Asset Value and (b) the Market Value Cure Level; provided that, any
Portfolio Investment contributed to the Company in connection with the foregoing must meet all of the applicable Eligibility
Criteria (unless otherwise consented to by the Administrative Agent) and the Concentration Limitations shall be satisfied
after such contribution. In connection with any Market Value Cure, a Portfolio Investment shall be deemed to have been
contributed to the Company if there has been a valid, binding and enforceable contract for the assignment of such Portfolio
Investment to the Company and, in the reasonable judgment of the Portfolio Manager, such assignment will settle, in the case
of a Loan, within fifteen (15) Business Days thereof and, in the case of any other Portfolio Investment, within three (3)
Business Days thereof. The Portfolio Manager shall use its commercially reasonable efforts to effect any such assignment
within such time period.


 


"Market Value Cure Failure"
means the failure by the Company to effect a Market Value Cure as set forth in the definition of such term.


 


"Market Value Cure Level" has the meaning
set forth in the Transaction Schedule.


 


"Market Value Cure Period"
means the period commencing on the Business Day on which the Portfolio Manager receives notice from the Administrative Agent (which
if received after 2:00 p.m., New York City time, on any Business Day, shall be deemed to have been received on the next succeeding
Business Day) of the occurrence of a Market Value Trigger Event and ending at the close of business in New York two (2) Business
Days thereafter.


 


"Market Value Event"
means (A) the occurrence of both of the following events (i) a Market Value Trigger Event and (ii) a Market Value Cure Failure
or (B) if in connection with any Market Value Cure, a Portfolio Investment sold, contributed or deemed to have been contributed
to the Company shall fail to settle within (i) in the case of a Loan, fifteen (15) Business Days (or such longer period of time
agreed to by the Administrative Agent in its sole discretion) from the related Trade Date thereof and (ii) in the case of any other
Portfolio Investment, three (3) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole
discretion) from the related Trade Date thereof.


 


"Market Value Trigger" has the meaning
set forth in the Transaction Schedule.


 


"Market Value Trigger Event"
means an event that shall have occurred if the Administrative Agent has determined and notified the Portfolio Manager in writing
as of any date that the Net Advances exceed the product of (a) the Net Asset Value and (b) the Market Value Trigger.


 


"Material Adverse Effect"
means a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of the Company or
the Portfolio Manager, (b) the ability of the Company, the Seller, the MPA Seller or the Portfolio Manager to perform its obligations
under this Agreement or any of the other Loan Documents or (c) the rights of or benefits available to the Agents or the Lenders
under this Agreement or any of the other Loan Documents.


 






    - 20 -


     


    

 


"Material
Amendment" means any amendment, modification or supplement to this Agreement that (i) increases the Financing
Commitment of any Lender, (ii) reduces the principal amount of any Advance or reduces the rate of interest thereon, or
reduces any fees payable to a Lender hereunder, (iii) postpones the scheduled date of payment of the principal amount of any
Advance, or any interest thereon, or any other amounts payable hereunder, or reduces the amount of, waives or excuses any
such payment, or postpones the scheduled date of expiration of any Financing Commitment, (iv) changes any provision in a
manner that would alter the pro rata sharing of payments required hereby or (v) changes any of the provisions of this
definition or the definition of "Required Lenders" or any other provision hereof specifying the number or
percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent
hereunder.


 


"Maturity Date" means
the date that is the earliest of (1) the Scheduled Termination Date set forth on the Transaction Schedule, (2) the date on which
the Secured Obligations become due and payable upon the occurrence of an Event of Default under Article VII and the acceleration
of the Secured Obligations, (3) the date on which the principal amount of the Advances is irrevocably reduced to zero as a result
of one or more prepayments and the Financing Commitments are irrevocably terminated and (4) the date after a Market Value Event
on which all Portfolio Investments have been sold and the proceeds therefrom have been received by the Company.


 


"Maximum Rate" has the meaning set
forth in Section 10.08.


 


"Mezzanine Obligation"
means a Portfolio Investment which is not a Senior Secured Loan, a Second Lien Loan or other senior secured corporate debt security.


 


"Minimum Funding Amount"
means, on any date of determination, the amount set forth in the table below; provided that, on and after any Commitment
Increase Date, the Minimum Funding Amount shall be the amount set forth in the last row below plus 80% of the increase in
the Financing Commitment resulting from the Commitment Increase Request and any prior Commitment Increase Request:


 


	Period Start Date	Period End Date	Minimum Funding Amount (U.S.$)
	Effective Date	 	240,000,000
	 
	To and including the last day of
	the Reinvestment Period January 20, 2021
	First Commitment Increase Date	February 20, 2021	266,400,000
	 	 	 
	February 21, 2021	March 20, 2021	292,800,000
	 	 	 
	March 21, 2021	To and including the last day of	320,000,000
	 	the Reinvestment Period	 
	 


 


"MPA Seller" has the meaning set
forth in the introductory section of this Agreement.


 


"MV Cure Account"
means the account established by the Securities Intermediary and set forth on the Transaction Schedule and any successor accounts
established in connection with the resignation or removal of the Securities Intermediary.


 


"Nationally
Recognized Valuation Provider" means (i) Lincoln International LLC (f/k/a Lincoln Partners LLC), (ii) Valuation
Research Corporation and (iii) Alvarez & Marsal; provided that any independent entity providing professional asset
valuation services may be added to this definition by the Company (with the consent of the Administrative Agent) or added to
this definition by the Administrative Agent from time to time by notice thereof to the Company and the Portfolio Manager; provided, further,
that the Administrative Agent may remove any provider from this definition by written notice to the Company and the Portfolio
Manager so long as, after giving effect to such removal, there are at least three providers designated pursuant to this
definition.


 






    - 21 -


     


    

 


"Net Advances" means
the principal amount of the outstanding Advances (inclusive of Advances that have been requested for any outstanding Purchase Commitments
which have traded but not settled) minus the amounts then on deposit in the Collateral Accounts (including cash and Eligible Investments)
representing Principal Proceeds (other than Principal Proceeds that have been identified for use to settle outstanding Purchase
Commitments which have traded but not settled).


 


"Net Asset Value" means,
on any date of determination, the sum of (A) the sum of the product for each Portfolio Investment, other than, for any Loan, the
unfunded commitment amount of a Delayed Funding Term Loan of (x) the Market Value of such Portfolio Investment multiplied by (y)
the funded principal amount of such Portfolio Investment plus (B) the amounts then on deposit in the Unfunded Exposure Account
(including cash and Eligible Investments); provided that, for the avoidance of doubt, (1) the Concentration Limitation Excess,
(2) any Portfolio Investment which has traded but not settled (x) in the case of a Loan, within fifteen (15) Business Days (or
such longer period of time agreed to by the Administrative Agent in its sole discretion) from the related Trade Date thereof and
(y) in the case of any other Portfolio Investment, within three (3) Business Days (or such longer period of time agreed to by the
Administrative Agent in its sole discretion) from the related Trade Date thereof and (3) any Ineligible Investments will, in each
case, be excluded from the calculation of the Net Asset Value and assigned a value of zero for such purposes. In addition, any
Portfolio Investment in respect of which the requirements of Section 6.02(ll)(x) have not been satisfied will be excluded from
the calculation of the Net Asset Value and assigned a value of zero for such purposes until such time (if any) as such requirements
are satisfied.


 


"Non-Call Period"
means the period beginning on, and including, the Effective Date and ending on, but excluding the earlier of (a) the date of a
Non-Call Termination Event and (b) August 28, 2021.


 


"Non-Call Termination
Event" means the termination of the Non-Call Period by the Company upon at least five (5) Business Days' prior written
notice to the Administrative Agent, the Collateral Administrator and the Collateral Agent following the occurrence of either of
the following events: (a) the Lenders default in their funding obligations hereunder and such default continues for ten (10) Business
Days or (b) JPMorgan Chase Bank, National Association ceases to act as Administrative Agent.


 


"Notice of Acquisition" has
the meaning set forth in Section 1.02(a).


 


"NYFRB" means the Federal Reserve Bank of New York.


 


"Other Connection Taxes"
means, with respect to any Secured Party, Taxes imposed as a result of a present or former connection between such Secured Party
and the jurisdiction imposing such Tax (other than connections arising solely from (and that would not have existed but for) such
Secured Party having executed, delivered, become a party to, performed its obligations under, received payments under, received
or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document).


 






    - 22 -


     


    

 


"Other Taxes"
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except (i) any such Taxes that are Other Connection Taxes imposed
with respect to an assignment, grant of a participation, designation of a new office for receiving payments by or on account of
the Company or other transfer and (ii) for the avoidance of doubt, any Excluded Taxes.


 


"Parent" means Business Development
Corporation of America.


 


"Participant Register" has the meaning specified in Section 10.06(d).


 


"Participation
Interest" means a participation interest in a Loan.


 


"PATRIOT Act" has the meaning set forth in Section
2.04(f).


 


"Permitted Distribution"
means, on any Business Day, distributions of Interest Proceeds or Principal Proceeds (at the discretion of the Company) to the
Parent (or other permitted equity holders of the Company) or to the Portfolio Manager in respect of accrued management fees or
expenses in accordance with the Portfolio Management Agreement; provided that amounts may be distributed pursuant to this
definition (a) in the case of Interest Proceeds, only to the extent of available Excess Interest Proceeds and (b) in the case of
Principal Proceeds, only prior to the last day of the Reinvestment Period and, in each case, only so long as (i) no Default or
Event of Default has occurred and is continuing (or would occur after giving effect to such Permitted Distribution), (ii) no Market
Value Event shall have occurred (or would occur after giving effect to such Permitted Distribution), (iii) the Borrowing Base Test
is satisfied (and will be satisfied after giving effect to such Permitted Distribution), (iv) the Company gives at least two (2)
Business Days' prior written notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Administrator,
(v) not more than three Permitted Distributions are made in any single Calculation Period and (vi) the Company and the Administrative
Agent confirm in writing (which may be by email) to the Collateral Agent and the Collateral Administrator that the conditions to
a Permitted Distribution set forth herein are satisfied. Nothing in this definition shall limit the right or ability of the Company
to make a Permitted RIC Distribution at any time.


 


"Permitted Lien" means
any of the following: (a) Liens for Taxes if such Taxes shall not at the time be due and payable or if a Person shall currently
be contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves, if necessary, in
accordance with GAAP have been provided on the books of such Person, (b) Liens imposed by law, such as materialmen's, warehousemen's,
mechanics', carriers', workmen's and repairmen's Liens and other similar Liens, arising by operation of law in the ordinary course
of business for sums that are not overdue or are being contested in good faith, (c) Liens granted pursuant to or by the Loan Documents,
(d) judgement Liens not constituting an Event of Default hereunder and (e) bankers' Liens, rights of setoff and other similar Liens
existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by such Person, in each
case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing
amounts owing to such bank with respect to cash management, operating account arrangements and netting arrangements.


 






    - 23 -


     


    

 


"Permitted
RIC Distribution" means distributions to the Parent (from the Collection Accounts or otherwise) to the extent
reasonably required to allow the Parent to make sufficient distributions to qualify as a regulated investment company within
the meaning of Section 851 of the Code and to otherwise eliminate or minimize federal or state income or excise taxes payable
by the Parent in or with respect to any taxable year of the Parent (or any calendar year, as relevant); provided that
(A) the amount of any such payments made in or with respect to any such taxable year (or calendar year, as relevant) of the
Parent shall not exceed the amount that would be required to allow the Company to make sufficient distributions to qualify as
a regulated investment company within the meaning of Section 851 of the Code, calculated assuming that the Company had
qualified to be taxed as a RIC under the Code, (B) after the occurrence and during the continuance of an Event of Default,
the amount of Permitted RIC Distributions made in any calendar quarter shall not exceed U.S.$1,500,000 (or such greater
amount consented to by the Administrative Agent in its sole discretion) and (C) amounts may be distributed pursuant to this
definition only to the extent of available Excess Interest Proceeds and/or Principal Proceeds and only so long as (x) the
Borrowing Base Test is satisfied immediately prior to and immediately after giving effect to such Permitted RIC Distribution
(unless otherwise consented to by the Administrative Agent in its sole discretion), (y) the Company gives at least one (1)
Business Day's prior written notice thereof to the Administrative Agent, the Collateral Agent and the Collateral
Administrator and (z) the Company and the Administrative Agent confirm in writing (which may be by email) to the Collateral
Agent and the Collateral Administrator that the conditions to a Permitted RIC Distribution set forth herein are
satisfied.


 


"Permitted Working
Capital Lien" has meaning set forth in the definition of "Senior Secured Loan".


 


"Person"
means any natural person, corporation, partnership, trust, limited liability company, association, Governmental Authority or unit,
or any other entity, whether acting in an individual, fiduciary or other capacity.


 


"Plan" means any
 "employee benefit plan" (as such term is defined in Section 3(3) of ERISA) subject to Section 412 of the Code or Title
IV of ERISA established by the Company, the Parent or any ERISA Affiliate.


 


"Plan Asset Rules"
means the regulations issued by the United States Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title
29 of the United States Code of Federal Regulations, as modified by Section 3(42) of ERISA.


 


"Portfolio"
means all Portfolio Investments Purchased hereunder and not otherwise sold or liquidated.


 


"Portfolio Company"
means any Person that meets the definition of the term "Affiliate" with respect to the Company or the Portfolio Manager
solely as a result of portfolio investments made by any Affiliates of the Portfolio Manager or Benefit Street Partners L.L.C.


 


"Portfolio Investments"
has the meaning set forth in the introductory section of this Agreement.


 


"Portfolio Management
Agreement" means the portfolio management agreement, dated as of the date hereof, by and between the Company and the Portfolio
Manager.


 


"Portfolio Manager"
has the meaning set forth in the introductory section of this Agreement.


 


"Possessory Collateral"
has the meaning set forth in the definition of Deliver.


 






    - 24 -


     


    

 


"Prime Rate"
means the rate of interest per annum publicly announced from time to time by JPMCB as its prime rate in effect at its principal
office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced
as being effective.


 


"Principal Collection
Account" means the account(s) established by the Securities Intermediary and set forth on the Transaction Schedule for
the deposit of Principal Proceeds and any successor accounts established in connection with the resignation or removal of the Securities
Intermediary.


 


"Principal Proceeds"
means all amounts received by the Company with respect to the Portfolio Investments or any other Collateral, and all amounts otherwise
on deposit in the Collateral Accounts (including cash contributed by the Company), in each case other than Interest Proceeds or
amounts on deposit in the Unfunded Exposure Account.


 


"Priority of Payments" has the
meaning set forth in Section 4.05.


 


"Proceeding" has the meaning set forth in Section 10.07(b).


 


"Purchase" means each
acquisition of a Portfolio Investment hereunder, including by way of a contribution by the Parent to the Company pursuant to the
Sale Agreement and the acquisition of a participation interest pursuant to the Participation Agreement.


 


"Purchase Commitment" has the
meaning set forth in Section 1.02(a).


 


"Register" has the meaning set forth in Section 3.01(c).


 


"Reinvestment Period"
means the period beginning on, and including, the Effective Date and ending on, but excluding, the earliest of (i) August 28, 2023,
(ii) the date on which a Market Value Event occurs and (iii) the date on which an Event of Default occurs.


 


"Related Parties" has the meaning
set forth in Section 9.01.


 


"Relevant Governmental
Body" means the Board and/or the NYFRB, or a committee officially endorsed or convened by the Board and/or the NYFRB or,
in each case, any successor thereto.


 


"Request for Advance" has the meaning
set forth in Section 2.03(d).


 


"Required Lenders"
means Lenders holding 50.1% or more of the sum of (i) the aggregate principal amount of the outstanding Advances plus (ii)
the aggregate undrawn amount of the outstanding Financing Commitments.


 


"Responsible Officer"
means with respect to the Collateral Agent, the Securities Intermediary or the Collateral Administrator, any officer of the Collateral
Agent, the Securities Intermediary or the Collateral Administrator customarily performing functions with respect to corporate trust
matters and, with respect to a particular corporate trust matter under this Agreement, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the particular subject and, in each case, having direct responsibility
for the administration of this Agreement.


 


"Restricted
Payment" means (i) any dividend or other distribution (including, without limitation, a distribution of non-cash
assets), direct or indirect, on account of any shares or other equity interests in the Company now or hereafter outstanding;
(ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or
indirect, by the Company of any shares or other equity interests in the Company now or hereafter outstanding; and (iii) any
payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares or
other equity interests in the Company now or hereafter outstanding.


 






    - 25 -


     


    

 


"Reuters" means Thomson Reuters
Corp., Refinitiv or any successor thereto.


 


"Revolving Loan"
means any Loan (other than a Delayed Funding Term Loan, but including funded and unfunded portions of revolving credit lines) that
under the underlying instruments relating thereto may require one or more future advances to be made to the obligor by a creditor,
but any such Loan will be a Revolving Loan only until all commitments by the holders thereof to make advances to the obligor thereon
expire or are terminated or are irrevocably reduced to zero.


 


"Sale Agreement"
has the meaning set forth in the introductory section of this Agreement.


 


"Sanctioned Country"
means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this
Agreement, Cuba, Iran, North Korea, Syria and Crimea).


 


"Sanctioned Person"
means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign
Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or by the United Nations Security Council,
the European Union, any EU member state, Her Majesty's Treasury of the United Kingdom or any other relevant sanctions authority,
(b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person
or Persons described in the foregoing clauses (a) or (b) or (d) any Person otherwise the subject of Sanctions.


 


"Sanctions"
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department
of State, or (b) the United Nations Security Council, the European Union, any EU member state, Her Majesty's Treasury of the United
Kingdom or any other relevant sanctions authority.


 


"Second Lien Loan"
means a Loan or note (i) that is secured by a pledge of collateral, which security interest is validly perfected and second priority
(subject to liens permitted under the related underlying instruments that are reasonable and customary for similar Loans or notes)
under Applicable Law (other than a Loan or note that is second priority to a Permitted Working Capital Lien) and (ii) the Portfolio
Manager determines in good faith that the value of the collateral securing the Loan or note (including based on enterprise value)
on or about the time of origination or acquisition by the Company equals or exceeds the outstanding principal balance of the Loan
or note plus the aggregate outstanding balances of all other Loans or notes of equal or higher seniority secured by the same collateral.


 


"Secured Obligation" has the
meaning set forth in Section 8.02(a).


 


"Secured Party" has the meaning set forth in Section 8.02(a).


 


"Securities Intermediary"
has the meaning set forth in the introductory section of this Agreement.


 






    - 26 -


     


    

 


"Seller" has the meaning set forth
in the introductory section of this Agreement.


 


"Senior Secured Loan"
means any Loan or note, that (i) is not (and is not expressly permitted by its terms to become) subordinate in right of payment
to any obligation of the obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings
(other than pursuant to a Permitted Working Capital Lien and customary waterfall provisions contained in the applicable loan agreement),
(ii) is secured by a pledge of collateral, which security interest is (a) validly perfected and first priority under Applicable
Law (subject to liens permitted under the related underlying instruments that are reasonable for similar Loans or notes, and liens
accorded priority by law in favor of any Governmental Authority) or (b)(1) validly perfected and second priority in the accounts,
documents, instruments, inventory, chattel paper, letter-of-credit rights, supporting obligations, deposit accounts, investments
accounts (as such terms are defined in the UCC) and any other assets securing any Working Capital Revolver under Applicable Law
and proceeds of any of the foregoing (a first priority lien on such assets a "Permitted Working Capital Lien")
and (2) validly perfected and first priority (subject to liens permitted under the related underlying instruments that are reasonable
and customary for similar Loans or notes) in all other collateral under Applicable Law, and (iii) the Portfolio Manager determines
in good faith that the value of the collateral for such Loan or note (including based on enterprise value) on or about the time
of acquisition equals or exceeds the outstanding principal balance of the Loan or note plus the aggregate outstanding balances
of all other Loans or notes of equal or higher seniority secured by a first priority Lien over the same collateral.


 


"Settlement Date" has the meaning
set forth in Section 1.03.


 


"SOFR" with respect
to any day means the secured overnight financing rate published for such day by the NYFRB, as the administrator of the benchmark
(or a successor administrator), on the Federal Reserve Bank of New York's Website.


 


"SOFR-Based Rate" means SOFR, Compounded
SOFR and Term SOFR.


 


"Solvent"
means, with respect to any Person, that as of the date of determination, (a) the sum of such Person's debt (including contingent
liabilities) does not exceed the present fair value of such Person's present assets; (b) such Person's capital is not unreasonably
small in relation to its business as contemplated on the date of this Agreement; and (c) such Person has not incurred debts beyond
its ability to pay such debts as they become due (whether at maturity or otherwise). 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.


 


"Subsidiary" of a Person
means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such
Person.


 


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


 


"Term
SOFR" means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental
Body.


 






    - 27 -


     


    

 


"Trade Date" has the meaning set
forth in Section 1.03.


 


"Transaction Schedule"
has the meaning set forth in the introductory section of this Agreement.


 


"UCC" means the Uniform Commercial
Code in effect in the State of New York.


 


"Unadjusted Benchmark Replacement"
means the Benchmark Replacement excluding the Benchmark Replacement Adjustment; provided that, if the Unadjusted Benchmark
Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement will be deemed to be zero for the purposes
of this Agreement.


 


"Unfunded Exposure
Account" means the account established by the Securities Intermediary and set forth on the Transaction Schedule for the
deposit of funds used to cash collateralize the Unfunded Exposure Amount and any successor accounts established in connection with
the resignation or removal of the Securities Intermediary.


 


"Unfunded Exposure
Amount" means, on any date of determination, with respect to any Delayed Funding Term Loan, an amount equal to the aggregate
amount of all unfunded commitments associated with such Delayed Funding Term Loan.


 


"Unfunded
Exposure Shortfall" means, on any date of determination, an amount equal to the greater of (i) 0 and (ii) the aggregate
Unfunded Exposure Amount for all Portfolio Investments minus the sum of (x) the amounts on deposit in the Unfunded Exposure
Account and (y) 2.5% of the Collateral Principal Amount.


 


"U.S.
Person" means any Person that is a "United States Person" as defined in Section 7701(a)(30) of the Code.


 


"U.S. Tax Compliance
Certificate" has the meaning set forth in Section 3.03(f).


 


"Withholding Agent"
means the Company and the Administrative Agent.


 


"Working
Capital Revolver" means a revolving lending facility secured on a first lien basis solely by all or a portion of the
current assets of the related obligor, which current assets subject to such security interest do not constitute a
material portion of the obligor's enterprise value.


 


ARTICLE I


THE PORTFOLIO INVESTMENTS


 


SECTION 1.01.        Purchases of Portfolio
Investments. On the Effective Date, the Company shall acquire the Initial Portfolio Investments from the MPA Seller pursuant
to the Participation Agreement. From time to time during the Reinvestment Period the Company may Purchase additional Portfolio
Investments, or request that Portfolio Investments be Purchased for the Company's account, all on and subject to the terms and
conditions set forth herein.


 


SECTION 1.02.         Procedures for Purchases and
Related Advances.


 


(a)       Timing
of Notices of Acquisition. No later than five (5) Agent Business Days (or such shorter period as the Administrative Agent
may agree in its sole discretion) before the date on which the Company proposes that a binding commitment to acquire any
Portfolio Investment (other than an Initial Portfolio Investment) be made by it or for its account (a "Purchase
Commitment"), the Portfolio Manager, on behalf of the Company, shall deliver to the Administrative Agent a notice of
acquisition (a "Notice of Acquisition").


 






    - 28 -


     


    

 


(b)       Contents
of Notices of Acquisition. Each Notice of Acquisition shall consist of one or more electronic submissions to the Administrative
Agent (in such format and transmitted in such a manner as the Administrative Agent, the Portfolio Manager and the Company may
reasonably agree (which shall initially be the format and include the information regarding such Portfolio Investment identified
on Schedule 2)), and shall be accompanied by such other information as the Administrative Agent may reasonably request.


 


(c)       Eligibility
of Portfolio Investments. The Administrative Agent shall have the right, on behalf of all Lenders, to request additional information
regarding any proposed Portfolio Investment. The Administrative Agent shall notify the Portfolio Manager and the Company of its
approval or failure to approve each Portfolio Investment proposed to be acquired pursuant to a Notice of Acquisition (and, if
approved, an initial determination of the Market Value for such Portfolio Investment) no later than the fifth (5th)
Agent Business Day succeeding the date on which it receives such Notice of Acquisition and any information reasonably requested
in connection therewith); provided that (i) any Initial Portfolio Investment shall be deemed to be approved by the Administrative
Agent and (ii) the failure of the Administrative Agent to notify the Portfolio Manager and the Company of its approval in accordance
with this Section 1.02(c) shall be deemed to be a disapproval of such proposed acquisition.


 


(d)       The
failure of the Administrative Agent to approve the acquisition of a Portfolio Investment will not prohibit the Company from acquiring
such Portfolio Investment (subject to the conditions set forth in Section 1.03); provided that any Portfolio Investment
not so approved prior to its Trade Date shall be deemed to be an Ineligible Investment until such later date (if any) on which
such Portfolio Investment is so approved.


 


SECTION 1.03.        Conditions
to Purchases. No Purchase Commitment or Purchase shall be entered into or made unless each of the following conditions is satisfied
as of the date on which such Purchase Commitment is entered into or such Purchase would otherwise be made (such Portfolio Investment's
 "Trade Date"):


 


(1)       the
information contained in the Notice of Acquisition accurately describes, in all material respects, such Portfolio Investment and
such Portfolio Investment satisfies the eligibility criteria set forth in Schedule 3 (the "Eligibility Criteria");


 


(2)       with
respect to a Purchase, the proposed Settlement Date for such Portfolio Investment is not later than (i) in the case of a Loan,
the date that is fifteen (15) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole discretion)
after such Trade Date or (ii) in the case of any other Portfolio Investment, the date that is three (3) Business Days (or such
longer period of time agreed to by the Administrative Agent in its sole discretion) after such Trade Date;


 


(3)       no
Market Value Event has occurred and no Event of Default or event that, with notice or lapse of time or both, would constitute
an Event of Default (a "Default"), has occurred and is continuing, and the Reinvestment Period has not otherwise
ended; and


 


(4)       after
giving pro forma effect to the Purchase of such Portfolio Investment and the related Advance, the Borrowing Base Test is satisfied.


 






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In addition, it shall be a
condition to the first Purchase Commitment in respect of any Purchase made by the Company pursuant to the Sale Agreement that the
Administrative Agent has received an opinion of counsel of Ropes & Gray LLP in form and substance reasonably satisfactory to
it with respect to certain true sale matters relating to Purchases by the Company under the Sale Agreement.


 


If the above conditions to a Purchase
Commitment or a Purchase are satisfied or waived by the Administrative Agent, the Portfolio Manager shall determine, in consultation
with the Administrative Agent and with notice to the Lenders and the Collateral Administrator, the date on which such Purchase
(if any) shall settle (the "Settlement Date" for such Portfolio Investment). Promptly following the Settlement
Date for a Portfolio Investment and its receipt thereof (and at other times thereafter promptly following the written request of
the Administrative Agent (including via email)), the Collateral Administrator shall provide to the Administrative Agent, to the
extent received from the Company, a copy of the executed assignment agreement pursuant to which such Portfolio Investment was assigned,
sold or otherwise transferred to the Company.


 


SECTION 1.04.        Sales of Portfolio
Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without
the prior consent of the Administrative Agent (acting at the direction of the Required Lenders), except that, subject to Section
6.02(w), the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without the prior consent
of the Administrative Agent so long as, (x) after giving effect thereto, no Market Value Trigger Event has occurred (unless such
sale is made in connection with a Market Value Cure) and no Default or Event of Default has occurred and is continuing and (y)
the sale of such asset by the Company shall be on an arm's-length basis at fair market value and in accordance with the Portfolio
Manager's standard market practices. In addition, (a) within two (2) Business Days (or such longer period as the Administrative
Agent may agree in its sole discretion) of any Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment,
the Company, subject to clauses (x) and (y) in the immediately preceding sentence, shall sell such Delayed Funding Term Loan and
shall pay any amount payable in connection with such sale and (b) upon the request of the Administrative Agent within two (2) Business
Days (or such longer period as the Administrative Agent may agree in its sole discretion) of any other Portfolio Investment becoming
an Ineligible Investment, the Company shall, subject to clauses (x) and (y) in the immediately preceding sentence, sell such Portfolio
Investment.


 


Notwithstanding
anything in this Agreement to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the
continuance of an Event of Default, neither the Company nor the Portfolio Manager on its behalf shall have any right to cause
the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the
transfer of amounts on deposit in the Collateral Accounts) without the prior written consent of the Administrative Agent
(which consent may be granted or withheld in the sole discretion of the Administrative Agent), (ii) following the occurrence
of a Market Value Event, the Company shall use commercially reasonable efforts to sell Portfolio Investments (individually or
in lots, including a lot comprised of all of the Portfolio Investments) at the sole direction of, and in the manner
(including, without limitation, the time of sale, sale price, principal amount to be sold and purchaser) required by the
Administrative Agent (provided that the Administrative Agent shall only require sales at the direction of the Required
Lenders and at least equal to the then-current fair market value and in accordance with the Administrative Agent's standard
market practices) and the proceeds from such sales shall be used to prepay the Advances outstanding hereunder and (iii)
following the occurrence of a Market Value Event, the Portfolio Manager shall have no right to act on behalf of, or otherwise
direct, the Company, the Administrative Agent, the Collateral Agent or any other Person in connection with a sale of
Portfolio Investments pursuant to any provision of this Agreement except with the prior written consent of the Administrative
Agent. Following the occurrence of a Market Value Event and in connection with the sale of any Portfolio Investment by or at
the direction of the Administrative Agent, the Portfolio Manager shall take such actions as the Administrative Agent may
reasonably request in writing (including via email) to facilitate the consummation of such sale including, without limitation
and if so requested, using commercially reasonable efforts to cause any of its Affiliates acting as administrative agent with
respect to such Portfolio Investment to execute and deliver an assignment agreement in respect of such Portfolio Investment
naming the Administrative Agent or such other Person designated by it as assignee.


 






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Any prepayments made pursuant
to this paragraph shall automatically reduce the Financing Commitments as provided in Section 4.07(c).


 


In connection with any sale
of Portfolio Investments required by the Administrative Agent following the occurrence of a Market Value Event, the Administrative
Agent or a designee of the Administrative Agent shall:


 


(i)        notify the Company at the Designated Email Notification Address promptly upon distribution of bid solicitations regarding
the sale of such Portfolio Investments;


 


(ii)       use commercially reasonable efforts to solicit a bid for such Portfolio Investments from the Designated Independent Dealer; and


 


(iii)      direct
the Company to sell such Portfolio Investments to the Designated Independent Dealer if the Designated Independent Dealer provides
the highest bid in the case where bids are received in respect of the sale of such Portfolio Investments, it being understood
that if the Designated Independent Dealer provides a bid to the Administrative Agent that is the highest bona fide bid to purchase
a Portfolio Investment on a line-item basis where such Portfolio Investment is part of a pool of Portfolio Investments for which
there is a bona fide bid on a pool basis proposed to be accepted by the Administrative Agent (in its sole discretion), then the
Administrative Agent shall accept any such line-item bid only if such line-item bid (together with any other line-item bids by
the Designated Independent Dealer or any other bidder for other Portfolio Investments in such pool) is greater than the bid on
a pool basis.


 


For purposes of this paragraph,
the Administrative Agent shall be entitled to disregard as invalid any bid submitted by the Designated Independent Dealer if, in
the Administrative Agent's judgment (acting reasonably):


 


(A)      either:


 


(x)        the Designated Independent Dealer is ineligible to accept assignment or transfer of the relevant Portfolio Investments or
any portion thereof, as applicable, substantially in accordance with the then-current market practice in the principal market for
the relevant Portfolio Investments; or


 


(y)       the
Designated Independent Dealer would not, through the exercise of its commercially reasonable efforts, be able to obtain any consent
required under any agreement or instrument governing or otherwise relating to the relevant Portfolio Investments to the assignment
or transfer of the relevant Portfolio Investments or any portion thereof, as applicable, to it; or


 


(B)      such
bid is not bona fide, including, without limitation, due to (x) the insolvency of the Designated Independent Dealer or (y) the
inability, failure or refusal of the Designated Independent Dealer to settle the purchase of the relevant Portfolio Investments
or any portion thereof, as applicable, or otherwise settle transactions in the relevant market or perform its obligations generally.


 






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In connection with any sale
of a Portfolio Investment directed by the Administrative Agent pursuant to this Section 1.04 and the application of the net proceeds
thereof, the Company hereby appoints the Administrative Agent as the Company's attorney-in-fact (it being understood that the Administrative
Agent shall not be deemed to have assumed any of the obligations of the Company by this appointment), with full authority in the
place and stead of the Company and in the name of the Company to effectuate the provisions of this Section 1.04 (including, without
limitation, the power to execute any instrument which the Administrative Agent or the Required Lenders may deem necessary or advisable
to accomplish the purposes of this Section 1.04 or any direction or notice to the Collateral Agent in respect of the application
of net proceeds of any such sales). None of the Administrative Agent, the Lenders, the Collateral Administrator, the Securities
Intermediary, the Collateral Agent or any Affiliate of any thereof shall incur any liability to the Company, the Portfolio Manager,
any Lender or any other Person in connection with any sale effected at the direction of the Administrative Agent in accordance
with this Section 1.04, including, without limitation, as a result of the price obtained for any Portfolio Investment, the timing
of any sale or sales of Portfolio Investments or the notice or lack of notice provided to any Person in connection with any such
sale, so long as, in the case of the Administrative Agent only, any such sale does not violate Applicable Law.


 


SECTION 1.05.        Certain Assumptions
relating to Portfolio Investments. For purposes of all calculations hereunder, any Portfolio Investment for which the trade
date in respect of a sale thereof by the Company has occurred, but the settlement date for such sale has not occurred, shall be
considered to be owned by the Company until such settlement date.


 


ARTICLE II


THE ADVANCES


 


SECTION 2.01.        Financing
Commitments. Subject to the terms and conditions set forth herein, only during the Reinvestment Period, each Lender hereby
severally agrees to make available to the Company Advances, in U.S. dollars, in an aggregate amount outstanding not exceeding the
amount of such Lender's Financing Commitment. The Financing Commitments shall terminate on the earliest of (a) the last day of
the Reinvestment Period, (b) the Maturity Date and (c) the occurrence of a Market Value Event.


 


SECTION 2.02.        [Reserved].


 


SECTION 2.03.         Advances; Use of Proceeds.


 


(a)       Subject
to the satisfaction or waiver of the conditions to the Purchase of a Portfolio Investment set forth in Section 1.03 and/or an
Advance set forth in Section 2.05 as of (i) the related Trade Date (in the case of the conditions to Purchase) and (ii) the Advance
date (in the case of the conditions to Advance), the Lenders will (ratably in accordance with their respective Financing Commitments)
make the applicable Advance available to the Company on the related Settlement Date (or otherwise on the related Advance date
if no Portfolio Investment is being acquired on such date) as provided herein.


(b)       Except
as expressly provided herein, the failure of any Lender to make any Advance required hereunder shall not relieve any other Lender
of its obligations hereunder. If any Lender shall fail to provide any Advance to the Company required hereunder, then the Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender's obligations hereunder until all such unsatisfied obligations are
fully paid.


 






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(c)       Subject to Section 2.03(f), the Company shall use the proceeds of the Advances received by it hereunder to purchase the
Portfolio Investments identified in the related Notice of Acquisition or to make advances to the obligor of Delayed Funding Term
Loans in accordance with the underlying instruments relating thereto; provided that, if the proceeds of an Advance are
deposited in the Collection Account as provided in Section 3.01 prior to or on the Settlement Date for any Portfolio Investment
but the Company is unable to Purchase such Portfolio Investment on the related Settlement Date, or if there are proceeds of such
Advance remaining after such Purchase, then, subject to Section 3.01(a), upon written notice from the Portfolio Manager the Collateral
Agent shall apply such proceeds as provided in Section 4.05. The proceeds of the Advances shall not be used for any other purpose
except to the extent expressly set forth in the Effective Date Letter.


 


(d)       With respect to any Advance, the Portfolio Manager shall, on behalf of the Company, submit a request substantially in the
form of Exhibit A (a "Request for Advance") to the Lenders and the Administrative Agent, with a copy to the Collateral
Agent and the Collateral Administrator, not later than 2:00 p.m. New York City time, one (1) Business Day prior to the Business
Day specified as the date on which such Advance shall be made and, upon receipt of such request, the Lenders shall make such Advances
in accordance with the terms set forth in Section 3.01. Any requested Advance shall be in an amount such that, after giving effect
thereto and the related purchase (if any) of the applicable Portfolio Investment(s), the Borrowing Base Test is satisfied.


 


(e)       [Reserved]


 


(f)        If,
on any date of determination prior to the last day of the Reinvestment Period, there exists an Unfunded Exposure Shortfall, the
Company shall (i) request an Advance and, if the conditions to such Advance are satisfied and such Advance is made in accordance
with this Agreement, deposit the proceeds thereof in the Unfunded Exposure Account and/or (ii) deposit cash from other sources
into the Unfunded Exposure Account in an aggregate amount at least equal to the aggregate Unfunded Exposure Shortfall. If two
Business Days prior to the end of the Reinvestment Period there exists any Unfunded Exposure Amount, then the Portfolio Manager,
on behalf of the Company, shall be deemed to have requested an Advance on such date, and the Lenders shall make a corresponding
Advance on the last day of the Reinvestment Period (with written notice to the Collateral Administrator by the Administrative
Agent) in accordance with Article III in an amount, to be deposited in the Unfunded Exposure Account, equal to the least of (i)
the aggregate Unfunded Exposure Amount, (ii) the Financing Commitments in excess of the aggregate principal amount of the outstanding
Advances and (iii) an amount such that the Borrowing Base Test is satisfied after giving effect to such Advance; provided that,
if the Company provides evidence to the Administrative Agent that it has cash from other sources that is available in accordance
with the terms of this Agreement to make any such future advances in respect of any Delayed Funding Term Loan, then the amount
of any such Advance shall be reduced by the amount of such funds. After giving effect to such Advance, the Company shall cause
the proceeds of such Advance and cash from other sources that are available in accordance with the terms of this Agreement in
an amount (together with amounts already on deposit in the Unfunded Exposure Account) equal to the aggregate Unfunded Exposure
Amount to be deposited in the Unfunded Exposure Account.


 


SECTION 2.04.        Conditions
to Effective Date. Notwithstanding anything to the contrary herein, this Agreement shall not become effective until the date
(the "Effective Date") on which each of the following conditions is satisfied (or waived by the Administrative
Agent in its sole discretion):Executed Counterparts. The Administrative Agent (or its counsel) shall have received from
each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably
satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Agreement)
that such party has signed a counterpart of this Agreement.


 






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(b)       Loan Documents. The Administrative Agent (or its counsel) shall have received reasonably satisfactory evidence that
the Sale Agreement, the Account Control Agreement, the Participation Agreement and the Portfolio Management Agreement have been
executed and are in full force and effect, and that the initial grant of Participation Interests contemplated by the Participation
Agreement shall have been consummated in accordance with the terms thereof.


 


(c)       Opinions. The Administrative Agent (or its counsel) shall have received one or more reasonably satisfactory written
opinions of counsel for the Company, the Portfolio Manager, the MPA Seller and the Seller, covering such matters relating to the
transactions contemplated hereby and by the other Loan Documents as the Administrative Agent shall reasonably request (including,
without limitation, certain true participation matters relating to the Participation Agreement and certain non-consolidation matters).


 


(d)       Corporate
Documents. The Administrative Agent (or its counsel) shall have received such certificates of resolutions or other action,
incumbency certificates and/or other certificates of officers of the Company, the MPA Seller, the Seller and the Portfolio Manager
as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each officer thereof or
other Person authorized to act in connection with this Agreement and the other Loan Documents, and such other documents and certificates
as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of
the Company, the MPA Seller, the Seller and the Portfolio Manager and any other legal matters relating to the Company, the Parent,
the Portfolio Manager, this Agreement or the transactions contemplated hereby, all in form and substance satisfactory to the Administrative
Agent and its counsel; provided that the Portfolio Manager shall not be required to provide a copy of its operating agreement
to the Administrative Agent.


 


(e)       Payment
of Fees, Etc. The Administrative Agent, the Lenders, the Collateral Agent and the Collateral Administrator shall have received
all fees and other amounts due and payable by the Company in connection herewith on or prior to the Effective Date, including
the fee payable pursuant to Section 4.03(e) and, to the extent invoiced, reimbursement or payment of all reasonable and documented
out-of-pocket expenses (including legal fees and expenses) required to be reimbursed or paid by the Company hereunder.


 


(f)        PATRIOT Act, Etc. (i) To the extent requested by the Administrative Agent, the Collateral Agent or any Lender, the
Administrative Agent, Collateral Agent or such Lender, as the case may be, shall have received all documentation and other information
required by regulatory authorities under the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
 "PATRIOT Act") and other applicable "know your customer" and anti-money laundering rules and regulations
and (ii) to the extent the Company qualifies as a "legal entity customer" under the Beneficial Ownership Regulation,
at least two Business Days prior to the Effective Date, any Lender that has requested, in a written notice to the Company at least
10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company shall have received such Beneficial
Ownership Certification.


 


(g)       Filings. Copies of proper financing statements, as may be necessary or, in the opinion of the Administrative Agent,
desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the security interest of the Collateral
Agent on behalf of the Secured Parties in all Collateral in which an interest may be pledged hereunder.


 






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(h)       Certain
Acknowledgements. The Administrative Agent shall have received (i) UCC, tax and judgment lien searches, bankruptcy and
pending lawsuit searches or equivalent reports or searches indicating that there are no effective lien notices or comparable
documents that name the Company as debtor and that are filed in the jurisdiction in which the Company is organized and (ii) a
UCC lien search indicating that there are no effective lien notices or comparable documents that name the MPA Seller or the
Seller as debtor which cover any of the Portfolio Investments (other than any lien notices with respect to which the
underlying lien will be released in connection with the transfers contemplated by the Participation Agreement).


 


(i)        Officer's
Certificate. The Administrative Agent (or its counsel) shall have received


a certificate of an officer of the Company, certifying
that the conditions set forth in Sections 2.05(4) and 2.05(6) have been satisfied on and as of the Effective Date.


 


SECTION 2.05.        Conditions
to Advances. No Advance shall be made unless each of the following conditions is satisfied as of the proposed date of such
Advance:


 


(1)       the
Effective Date shall have occurred;


 


(2)       the Company shall have delivered a Request for Advance in accordance with Section 2.03(d);


 


(3)       no
Market Value Event has occurred;


 


(4)       no
Event of Default or Default has occurred and is continuing;


 


(5)       the Reinvestment Period has not ended;


 


(6)       all
of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all
material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers,
shall be true and correct), in each case on and as of the date of such Advance, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or
with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct)
as of such earlier date; and


 


(7)       after giving pro forma effect to such Advance (and any related Purchase) hereunder:


 


(x)        the
Borrowing Base Test is satisfied;


 


(y)        the aggregate principal balance of Advances then outstanding will not exceed the limit for Advances set forth in the Transaction
Schedule; and


 


(z)         in the case of an Advance made in connection with a Purchase, the amount of such Advance shall be not less than U.S.$1,000,000.


 


If the above conditions to
an Advance are satisfied or waived by the Administrative Agent, the Portfolio Manager shall determine, in consultation with the
Administrative Agent and with notice to the Lenders and the Collateral Administrator, the date on which any Advance shall be provided.


 


SECTION
2.06.         Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment
Increase Request for an increase in the Financing Commitment to up to U.S.$600,000,000 (in the aggregate including the
Financing Commitment prior to the effectiveness of such Commitment Increase Request), subject to satisfaction of the
following conditions precedent:


 






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(a)       each
of the Lenders and Administrative Agent (in their sole discretion) approve in writing (which may be by email) such Commitment
Increase Request;


 


(b)       no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on
and as of the Commitment Increase Date;


 


(c)       the Borrowing Base Test is satisfied on and as of the Commitment Increase Date;


 


(d)       all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct
in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers,
shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or
with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct)
as of such earlier date;


 


(e)       no
commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with a Non-Call Termination Event prior to
the Commitment Increase Date;


 


(f)        the
Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an
upfront fee in an aggregate amount specified in the Effective Date Letter;


 


(g)       any
Commitment Increase Request shall be in an amount not less than $50,000,000; and


 


(h)       receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including
without limitation, documentation similar to that provided pursuant to Sections 2.04(c) and (d) on the Effective Date.


 


ARTICLE III


ADDITIONAL TERMS APPLICABLE TO
THE ADVANCES


 


SECTION 3.01.        The Advances.


 


(a)       Making
the Advances. If the Lenders are required to make an Advance to the Company as provided in Section 2.03, then each Lender
shall make such Advance on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York
City time, to the Collateral Agent for deposit to the Principal Collection Account; provided that the Company hereby
directs the Lenders to pay proceeds of the Advance to be made on the Effective Date (to the extent that such Advance is made
under this Agreement upon satisfaction of the conditions thereto) in the amounts specified in the Effective Date Letter, in
accordance with the instructions set forth in the Effective Date Letter. Each Lender at its option may make any Advance by
causing any domestic or foreign branch or Affiliate of such Lender to make such Advance; provided that any exercise of
such option shall not affect the obligation of the Company to repay such Advance in accordance with the terms of this
Agreement. Subject to the terms and conditions set forth herein, the Company may borrow and prepay Advances. The Company may,
during the Reinvestment Period, reborrow Advances in an amount up to (x) the aggregate Financing Commitments of the Lenders
on such date minus (y) the Minimum Funding Amount, subject to the terms and conditions set forth herein. Except as set forth
in the immediately preceding sentence, once prepaid, Advances may not be reborrowed.


 






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Payment of the proceeds of Advances by
the Lenders in accordance with the instructions set forth in the Effective Date Letter as provided in the immediately preceding
paragraph will constitute the making of the applicable Advances (or portions thereof, as applicable) to the Company for all purposes
and all obligations of the Lenders to make such Advance shall be satisfied thereby.


 


(b)       Interest on the Advances. Subject to Section 3.01(h), all outstanding Advances shall bear interest (from and including
the date on which such Advance is made) at a per annum rate equal to the LIBO Rate for each Calculation Period in effect plus
the Applicable Margin for Advances set forth on the Transaction Schedule; provided that, following the occurrence and
during the continuance of an Event of Default, all outstanding Advances and any unpaid interest thereon shall bear interest (from
and including the date of such Event of Default) at a per annum rate equal to the LIBO Rate for each Calculation Period in effect
plus the Adjusted Applicable Margin ; provided further that, for purposes of this Section 3.01(b), if the aggregate
amount of outstanding Advances at any time is less than the Minimum Funding Amount, the amount of outstanding Advances at such
time shall be deemed to equal the Minimum Funding Amount.


 


(c)       Evidence of the Advances. Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Company to such Lender resulting from each Advance made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time hereunder. The Administrative Agent, acting solely
for this purpose as an agent of the Company, shall maintain at one of its offices in the United States a register (the "Register")
in which it shall record (1) the name and address of each Lender, (2) the amount of each Advance made hereunder, (3) the amount
of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (4) the
amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof.
The entries made in the Register maintained pursuant to this paragraph (c) shall be conclusive absent manifest error; provided
that the failure of any Lender or the Administrative Agent to maintain such Register or any error therein shall not in any
manner affect the obligation of the Company to repay the Advances in accordance with the terms of this Agreement.


 


Any Lender may request that
Advances made by it be evidenced by a promissory note. In such event, the Company shall prepare, execute and deliver to such Lender
a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed). Thereafter,
the Advances evidenced by such promissory note and interest thereon shall at all times be represented by one or more promissory
notes in such form payable to the payee named therein (or, to such payee and its registered assigns).


 


(d)       Pro Rata Treatment. Except as otherwise provided herein, all borrowings of, and payments in respect of, the Advances
shall be made on a pro rata basis by or to the Lenders in accordance with their respective portions of the Financing Commitments
in respect of Advances held by them.


 






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(e)       Illegality.
Notwithstanding any other provision of this Agreement, if any Lender or the Administrative Agent shall notify the Company
that the adoption of any law, rule or regulation, or any change therein or any change in the interpretation or administration
thereof by any Governmental Authority charged with the interpretation or administration thereof, makes it unlawful, or any
Governmental Authority asserts that it is unlawful, for a Lender or the Administrative Agent to perform its obligations
hereunder to fund or maintain Advances hereunder, then (1) the obligation of such Lender or the Administrative Agent
hereunder shall immediately be suspended until such time as such Lender or the Administrative Agent determines (in its sole
discretion) that such performance is again lawful, (2) at the request of the Company, such Lender or the Administrative
Agent, as applicable, shall use reasonable efforts (which will not require such party to incur a loss, other than immaterial,
incidental expenses), until such time as the Advances are required to be prepaid as required under clause (3) below, to
transfer all of its rights and obligations under this Agreement to another of its offices, branches or Affiliates with
respect to which such performance would not be unlawful, and (3) if such Lender or the Administrative Agent is unable to
effect a transfer under clause (2), then any outstanding Advances of such Lender shall be promptly paid in full by the
Company (together with all accrued interest and other amounts owing hereunder) but not later than the earlier of (x) if the
Company requests such Lender or the Administrative Agent to take the actions set forth in clause (2) above, 20 calendar days
after the date on which such Lender or the Administrative Agent notifies the Company in writing that it is unable to transfer
its rights and obligations under this Agreement as specified in such clause (2) and (y) such date as shall be mandated by
law; provided that, to the extent that any such adoption or change makes it unlawful for the Advances to bear interest
by reference to the LIBO Rate, then the foregoing clauses (1) through (3) shall not apply and the Advances shall bear
interest (from and after the last day of the Calculation Period ending immediately after such adoption or change) at a per
annum rate equal to the Base Rate plus the Applicable Margin for Advances set forth on the Transaction Schedule.


 


(f)       Increased
Costs.


 


(i)       If any
Change in Law shall:


 


(A)       impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory
loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended
by, any Lender;


 


(B)       impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this
Agreement or Advances made by such Lender; or


 


(C)       subject
any Lender or the Administrative Agent to any Taxes (other than (x) Indemnified Taxes and (y) Excluded Taxes) on its loans, loan
principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable
thereto;


 


and the result of any of
the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining
any Advance or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether
of principal, interest or otherwise), then, upon request by such Lender or the Administrative Agent, the Company will pay to such
Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the
Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered.


 


(ii)       If
any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of
reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a
consequence of this Agreement or the Advances made by such Lender to a level below that which such Lender or such Lender's
holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the
policies of such Lender's holding company with respect to capital adequacy and liquidity) by an amount deemed by such Lender
to be material, then from time to time the Company will pay to such Lender such additional amount or amounts as will
compensate such Lender or such Lender's holding company for any such reduction suffered.


 






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(iii)            
A certificate of a Lender setting forth the amount or amounts necessary to compensate, and the basis for such compensation
of, such Lender or its holding company, as the case may be, as specified in paragraph (i) or (ii) of this Section shall be delivered
to the Company and shall be conclusive absent manifest error. The Company shall pay such Lender the amount shown as due on any
such certificate within 10 Business Days after receipt thereof.


 


(iv)             
Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall
not constitute a waiver of such Lender's or the Administrative Agent's right to demand such compensation; provided that
the Company shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased
costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent notifies the Company
of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Administrative Agent's intention
to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.


 


(v)               
Each of the Lenders and the Administrative Agent agrees that it will take such commercially reasonable actions as the Company
may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section
3.01(f); provided that no Lender or the Administrative Agent shall be obligated to take any actions that would, in the reasonable
opinion of such Lender or the Administrative Agent, be materially disadvantageous to such Lender or the Administrative Agent (including,
without limitation, due to a loss of money). In no event will the Company be responsible for increased amounts referred to in this
Section 3.01(f) which relates to any other entities to which any Lender provides financing.


 


(vi)             
If any Lender (A) provides notice of unlawfulness or requests compensation under clause (e) above or this clause (f) or
(B) defaults in its obligation to make Advances hereunder, then the Company may, at its sole expense and effort, upon written notice
to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations
under this Agreement and the related transaction documents to an assignee identified by the Company that shall assume such obligations
(whereupon such Lender shall be obligated to so assign), provided that, (x) such Lender shall have received payment of an
amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable
to it hereunder through the date of such assignment and (y) 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 Company to require such
assignment and delegation cease to apply. No prepayment fee that may otherwise be due hereunder shall be payable to such Lender
in connection with any such assignment.


 






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(g)       No
Set-off or counterclaim. Subject to Section 3.03, all payments to be made hereunder by the Company in respect of the
Advances shall be made without set-off or counterclaim and in such amounts as may be necessary in order that every such
payment (after deduction or withholding for or on account of any Taxes imposed by the jurisdiction in which the Company is
organized or any political subdivision or taxing authority therein or thereof) shall not be less than the amounts otherwise
specified to be paid under this Agreement.


 


(h)       Interest
Rate Unascertainable, Inadequate or Unfair. (i) In the event that (A) the Administrative Agent determines (in its commercially
reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference
to which the LIBO Rate then being determined is to be fixed (including because the Reuters screen is not available or published
on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (B) the Required Lenders
notify the Administrative Agent that the LIBO Rate for the applicable Calculation Period will not adequately reflect the cost to
the Lenders (or Lender) of making or maintaining their Advances (or its Advance) for such Calculation Period (determined in their
commercially reasonable credit judgment), the Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon
(x) any Request for Advance for the applicable Calculation Period shall be ineffective and (y) the obligations of the Lenders to
make any Advance shall be suspended until the Administrative Agent shall notify the Company that the Required Lenders have determined
(in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist. Furthermore,
if any Advance is outstanding on the date of the Company's receipt of the notice from the Administrative Agent referred to in this
Section 3.01(h)(i), then on the last day of the Calculation Period (or the next succeeding Business Day if such day is not
a Business Day), such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day.


 


(ii)              
Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition
Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Company may amend this Agreement to replace
the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective
at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all
Lenders and the Company, so long as the Administrative Agent has not received, by such time, written notice of objection to such
proposed amendment from Lenders compromising the Required Lenders; provided that with respect to any proposed amendment
containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained
therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising
the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment.
No replacement of the LIBO Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date.


 


(iii)            
In connection with the implementation of a Benchmark Replacement, the Administrative Agent, in consultation with the Company,
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 Loan 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.


 


(iv)              The
Administrative Agent will promptly notify the Company and the Lenders of (i) any occurrence of a Benchmark Transition Event
or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date,
(ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes
and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that
may be made by the Administrative Agent or Lenders pursuant to this Section 3.01(h), including any determination with respect
to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to
take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their
sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this
Section 3.01(h).


 






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(v)       Upon
the Company's receipt of notice of the commencement of a Benchmark Unavailability Period, any Request for Advance shall be ineffective
and the obligations of the Lenders to make Advances shall be ineffective. Furthermore, if any Advance is outstanding on the date
of the Company's receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the LIBO Rate, then
on the last day of the Calculation Period applicable to such Advance (or the next succeeding Business Day if such day is not a
Business Day), such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day.


 


SECTION 3.02.        [Reserved].


 


SECTION 3.03.        Taxes.


 


(a)       Payments
Free of Taxes. All payments to be made hereunder by the Company in respect of the Advances shall be made without deduction
or withholding for any Taxes, except as required by Applicable Law (including FATCA). If any Applicable Law (as determined in
good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment
by an applicable Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding
and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable
Law and, if such Tax is an Indemnified Tax, then the sum payable by the Company shall be increased as necessary so that after
such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable
under this Section) the applicable Lender receives an amount equal to the sum it would have received had no such deduction or
withholding been made.


 


(b)       Payment of Other Taxes by the Company. Without duplication of other amounts payable by the Company under this Section,
the Company shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the
Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


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


 


(d)       Indemnification
by the Lenders. Each Lender shall indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any
Indemnified Taxes attributable to such Lender (but only to the extent that the Company has not already indemnified the
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Company to do so), (ii) any Taxes
attributable to such Lender's failure to comply with the provisions of 10.06 relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the
Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be
conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all
amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the
Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).


 






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(e)       Evidence of Payments. As soon as practicable after any payment of Taxes by the Company to a Governmental Authority
pursuant to this Section 3.03, the Company shall deliver to the Administrative Agent the original or a certified copy of a receipt
issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.


 


(f)        Status
of Secured Parties. (i) Any Secured Party that is entitled to an exemption from or reduction of withholding Tax with respect
to payments made under any Loan Document shall deliver to the Company and the Administrative Agent, at the time or times reasonably
requested by the Company or the Administrative Agent, such properly completed and executed documentation reasonably requested
by the Company or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of
withholding. In addition, any Lender, if reasonably requested by the Company or the Administrative Agent, shall deliver such other
documentation prescribed by Applicable Law or reasonably requested by the Company or the Administrative Agent as will enable the
Company or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting
requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission
of such documentation (other than such documentation set forth in Section 3.03(f) (ii)(A), (ii)(B) and (ii)(D) below) shall not
be required if in the Lender's reasonable judgment such completion, execution or submission would subject such Lender to any material
unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender (it being understood
that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial
to the position of a Recipient).


 


(ii)       Without
limiting the generality of the foregoing,


 


(A)      any
Lender that is a U.S. Person shall deliver to the Company and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative
Agent), an executed IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; provided,
however, that if the Lender is a disregarded entity for U.S. federal income tax purposes, it shall provide the appropriate
withholding form of its owner (together with appropriate supporting documentation);


 


(B)      any
Foreign Lender shall deliver to the Company and the Administrative Agent (in such number of copies as shall be reasonably requested
by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to
time thereafter upon the reasonable request of the Company or the Administrative Agent), whichever of the following is applicable:


 


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


 






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(ii)        an
executed IRS Form W-8ECI;


 


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


 


(iv)       to
the extent a Foreign Lender is not the beneficial owner, an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form
W-8BEN, IRS Form W-8BEN-E or applicable successor form, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification
documents from each beneficial owner, as applicable;


 


(C)       any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such
number of copies as shall be reasonably requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative
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 Company or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D)             
if a payment made to a Lender under any Loan Document would be subject to withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed
by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Company or the Administrative Agent as may be necessary for the Company and the Administrative Agent to comply
with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under FATCA or
to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), "FATCA" shall
include any amendments made to FATCA after the date of this Agreement.


 


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


 






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(E)       The
Administrative Agent and any successor thereto shall, upon becoming a party under this Agreement, deliver to the Company an
electronic copy of either (i) an IRS Form W-9 or any successor thereto or (ii) with respect to payments received on account
of any Lender, a U.S. branch withholding certificate on IRS Form W-8IMY or any successor thereto evidencing its agreement
with the Company to be treated as a U.S. Person for U.S. federal withholding purposes, as applicable. The Administrative
Agent represents to the Company that it is a "U.S. person" and a "financial institution" within the
meaning of Treasury Regulations Section 1.1441-1 and a "U.S. financial institution" within the meaning of Treasury
Regulations Section 1.1471-3T and that it will comply with its obligations to withhold under Section 1441 and FATCA.


 


(g)       Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 3.03 (including by the payment of additional amounts
pursuant to this Section 3.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent
of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such
indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required
to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party
in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional
amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party
to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other Person.


(h)      
Delay in Requests. The Company shall not be required to compensate a Lender pursuant to this Section for any Taxes
or related costs suffered more than 180 days prior to the date that such Lender, as the case may be, notifies the Company of such
Taxes or related costs, and of such Lender's intention to claim compensation therefor (except that, if the Change in Law giving
rise to such Taxes or related costs is retroactive, then the six-month period referred to above shall be extended to include the
period of retroactive effect thereof).


 


(i)        Survival.
Each party's obligations under this Section 3.03 shall survive the resignation or replacement of the Administrative Agent or any
assignment of rights by, or the replacement of, a Lender, the termination of the Financing Commitments, and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


ARTICLE IV


COLLECTIONS AND PAYMENTS


 


SECTION 4.01.        Interest Proceeds.
The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds
to the Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection
Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection
Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection
Account all Interest Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio
Manager.


 






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Interest
Proceeds shall be retained in the Interest Collection Account and held in cash and/or invested (and reinvested) at the
written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in
dollar-denominated Cash Equivalents selected by the Portfolio Manager (unless an Event of Default has occurred and is
continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible
Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation Period. In
the absence of any written direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent,
as applicable, Interest Proceeds shall remain uninvested.


Interest Proceeds on deposit in the Interest
Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence
and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent))
and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Distributions
in accordance with this Agreement.


 


SECTION 4.02.        Principal Proceeds.
The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds
to the Principal Collection Account. To the extent Principal Proceeds are received other than by deposit into the Principal Collection
Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Principal
Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the
Principal Collection Account all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written
direction of the Portfolio Manager .


 


All Principal Proceeds shall be retained
in the Principal Collection Account and held in cash and/or invested (and reinvested) at the written direction of the Administrative
Agent in Eligible Investments selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a
Market Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Eligible Investments
shall constitute Interest Proceeds. In the absence of any written direction from the Company (or the Portfolio Manager on its behalf)
or the Administrative Agent, as applicable, Interest Proceeds shall remain uninvested.


 


Principal Proceeds on deposit in the
Principal Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following
the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative
Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) towards the purchase price of Portfolio Investments
purchased in accordance with this Agreement or (iii) to make Permitted Distributions or Permitted RIC Distributions in accordance
with this Agreement, in each case with prior notice to the Administrative Agent.


 


SECTION 4.03.        Principal and Interest Payments;
Prepayments; Commitment Fee.


 


(a)        The Company shall pay the unpaid principal amount of the Advances (together with accrued interest thereon) to the Administrative
Agent for the account of each Lender on the Maturity Date in accordance with the Priority of Payments and any and all cash in the
Collateral Accounts shall be applied to the satisfaction of the Secured Obligations on the Maturity Date and on each Additional
Distribution Date in accordance with the Priority of Payments.


 


(b)       Accrued
interest on the Advances shall be payable in arrears on each Interest Payment Date, each Additional Distribution Date and on
the Maturity Date in accordance with the Priority of Payments; provided that (i) interest accrued pursuant to the
first proviso to Section 3.01(b) shall be payable on demand and (ii) in the event of any repayment or prepayment of any
Advances, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or
prepayment. "Interest Payment Date" means the second Business Day after the last day of each Calculation
Period.


 






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(c)       (i)Subject to the requirements of this Section 4.03(c), the Company shall have the right from time to time to prepay
outstanding Advances in whole or in part (A) on any Business Day after a Non-Call Termination Event occurs, (B) in connection with
a Market Value Cure or (C) subject to the payment of the premium described in clause (ii) below, up to but not more than three
times during any Calculation Period; provided that the Company may not prepay any outstanding Advances pursuant to this
Section 4.03(c)(i)(C) during the Non-Call Period in an amount that would cause the aggregate outstanding principal amount of the
Advances to be below the Minimum Funding Amount. The Company shall notify the Administrative Agent, the Collateral Agent and the
Collateral Administrator by electronic mail of an executed document (attached as a .pdf or similar file) of any prepayment pursuant
to Section 4.03(c)(i)(A) or Section 4.03(c)(i)(C) not later than 2:00 p.m., New York City time, two (2) Business Days before the
date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of the
Advances to be prepaid. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the
contents thereof. Except in connection with a Market Value Cure, each partial prepayment of outstanding Advances shall be in an
amount not less than U.S.$2,000,000. Prepayments shall be accompanied by accrued and unpaid interest.


 


(ii)      Each
prepayment or commitment reduction pursuant to Section 4.03(c)(i)(C) and Section 4.07(a) that is made after the Non-Call Period
and during the period to and including August 28, 2022, whether in full or in part, shall, except if a Non-Call Termination Event
has occurred, be accompanied by a premium equal to 1% of the principal amount of such prepayment or commitment reduction and, at
the request of any Lender in respect of any prepayment on a date other than an Interest Payment Date, any costs incurred by it
in respect of the breakage of its funding at the LIBO Rate for the related Calculation Period; provided that no such premium
shall be payable with respect to any prepayment (or portion thereof) that does not exceed the positive difference (if any) of (x)
the then-current aggregate outstanding principal amount of the Advances over (y) the then-current Minimum Funding Amount (the "Excess
Funded Amount").


 


(d)       The Company agrees to pay to the Administrative Agent, for the account of each Lender, a commitment fee in accordance with
the Priority of Payments which shall accrue during the period from and including the Effective Date to and excluding the Maturity
Date, 0.75% (or, for any applicable period agreed to by the Administrative Agent, such other percentage set forth in the Effective
Date Letter) per annum on the average daily unused amount of the Financing Commitment of such Lender during such period. Accrued
commitment fees shall be payable in arrears on each Interest Payment Date, and on the date on which the Financing Commitments terminate.
All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).


 


(e)       The
Company agrees to pay the Administrative Agent (i) on the date of this Agreement, for the account of each Lender, an upfront fee
on the date hereof as specified in the Effective Date Letter and (ii) if the Administrative Agent exercises an Extension Option,
on or prior to the Scheduled Termination Date as in effect on the Effective Date, for the account of each Lender, a fee as specified
in the Effective Date Letter. Once paid, such fees or any part thereof shall not be refundable under any circumstances.


 


(f)        Without
limiting Section 4.03(c), the Company shall have the obligation from time to time to prepay outstanding Advances in whole or
in part on any date with proceeds from sales of Portfolio Investments directed by the Administrative Agent pursuant to
Section 1.04 and as set forth in Section 8.01(c). All such prepayments shall be accompanied by accrued and unpaid
interest.


 






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SECTION
4.04.         MV Cure
Account.


 


(a)       The
Company shall cause all cash received by it in connection with a Market Value Cure to be deposited in the MV Cure Account or remitted
to the Collateral Agent, and the Collateral Agent shall credit to the MV Cure Account such amounts received by it (and identified
in writing as such) immediately upon receipt thereof. Prior to the Maturity Date, all cash amounts in the MV Cure Account shall
be invested in overnight Eligible Investments at the written direction of the Administrative Agent (as directed by the Required
Lenders). In the absence of any written direction from the Administrative Agent, cash amounts in the MV Cure Account shall remain
uninvested. All amounts contributed to the Company by Parent in connection with a Market Value Cure shall be paid free and clear
of any right of chargeback or other equitable claim.


 


(b)       Amounts on deposit in the MV Cure Account may be withdrawn by the Collateral Agent (at the written direction of the Company (or,
following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event,
the Administrative Agent)) and remitted to the Company with prior notice to the Administrative Agent (or, following the occurrence
and during the continuance of an Event of Default or following the occurrence of a Market Value Event, to the Lenders for prepayment
of Advances and reduction of Financing Commitment); provided that the Company may not direct any withdrawal from the MV
Cure Account if the Borrowing Base Test is not satisfied (or would not be satisfied after such withdrawal).


 


SECTION 4.05.        Priority
of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of
a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured
Obligations as due and payable (each date set forth in clauses (y) and (z) above, an "Additional Distribution Date"),
the Collateral Agent shall distribute all amounts in the Collection Accounts in the following order of priority (the "Priority
of Payments"):


 


(a)       to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities
Intermediary hereunder and under the Account Control Agreement (including fees, out-of-pocket expenses and indemnities) up to a
maximum amount under this subclause (i) of U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution
Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts
on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that
if any such amount is not utilized during any calendar quarter then such unutilized amount may be applied during any of the three
succeeding calendar quarters, and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than
the commitment fee payable to the Lenders, but including Lender indemnities) due hereunder and under the Account Control Agreement,
up to a maximum amount under this clause (a) of U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional
Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of
such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided
that if any such amount is not utilized during any calendar quarter, then such unutilized amount may be applied during any
of the three succeeding calendar quarters;


 


(b)       to
pay interest due in respect of the Advances and any increased costs and commitment fees payable to the Lenders (pro rata based
on amounts due);


 






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(c)       (i) on each Interest Payment Date, (1) first, to pay all prepayments of the Advances permitted or required under this
Agreement (including any applicable premium) and (2) second, without duplication, after the Reinvestment Period from amounts on
deposit in the Principal Collection Account, to pay principal of the Advances until the Advances are paid in full, and (ii) on
the Maturity Date (and, if applicable, any Additional Distribution Date), to pay principal of the Advances until the Advances
are paid in full;


 


(d)       (i) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account
up to the Unfunded Exposure Amount and (ii) after the Reinvestment Period, to fund the Unfunded Exposure Account up to the Unfunded
Exposure Amount (without the requirement for any direction by the Portfolio Manager);


 


(e)       to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;


 


(f)        to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and


 


(g)       (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds
and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.


 


SECTION 4.06.        Payments Generally.
All payments to the Lenders or the Administrative Agent shall be made to the Administrative Agent at the account designated in
writing to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable). The Administrative
Agent shall give written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the
Collateral Administrator may conclusively rely) and the Portfolio Manager of the calculation of amounts payable to the Lenders
in respect of the Advances and the amounts payable to the Portfolio Manager. At least two (2) Business Days prior to each Interest
Payment Date, the Administrative Agent shall deliver an invoice to the Portfolio Manager, the Collateral Agent and the Collateral
Administrator in respect of the interest due on such Interest Payment Date. All payments not made to the Administrative Agent for
distribution to the Lenders shall be made as directed in writing by the Administrative Agent. Subject to Section 3.03 hereof, all
payments by the Company hereunder shall be made without setoff or counterclaim. All payments hereunder shall be made in U.S. dollars.
All interest calculated using the LIBO Rate hereunder shall be computed on the basis of a year of 360 days and all interest calculated
using the Base Rate hereunder shall be computed on the basis of a year of 365 days in each case, payable for the actual number
of days elapsed (including the first day but excluding the last day).


 


SECTION
4.07.        Termination or Reduction of Financing Commitments.


 


(a)       After
the Non-Call Period, the Company shall be entitled at its option, subject to the payment of any applicable premium described in
Section 4.03(c)(ii), and upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral
Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all
Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent
indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the
sum of the outstanding Advances. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount
of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amount.


 






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(b)       The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance
with the definition of "Market Value Cure" in an amount equal to the amount of such prepayment.


 


(c)       The
Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances
following the occurrence of a Market Value Event or during the continuation of an Event of Default.


 


(d)       All
unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated.


 


(e)       The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following
the last day of the Reinvestment Period.


 


ARTICLE V


THE PORTFOLIO MANAGER


 


SECTION 5.01.        Appointment
and Duties of the Portfolio Manager. The Company has appointed the Portfolio Manager as its portfolio manager under this Agreement
and the Portfolio Management Agreement pursuant to the terms of the Portfolio Management Agreement and the Portfolio Manager has
accepted such appointment. The Portfolio Manager shall perform the investment management functions of the Company set forth herein
and therein.


SECTION
5.02.         Portfolio Manager Representations as to Eligibility
Criteria; Etc. The Portfolio Manager agrees to direct the Company to comply with all covenants and restrictions imposed
on the Company hereunder and not to act in contravention of this Agreement. The Portfolio Manager represents to the other
parties hereto that (a) as of the Trade Date for each Portfolio Investment purchased, such Portfolio Investment meets all of
the applicable Eligibility Criteria (unless otherwise consented to by the Administrative Agent) and, except as otherwise
permitted hereunder, the Concentration Limitations shall be satisfied (unless otherwise consented to by the Administrative
Agent) and (b) all of the information contained in the related Notice of Acquisition is true, correct and complete in all
material respects; provided that, to the extent any such information was furnished to the Company by any third party,
such information is as of its delivery date true, complete and correct in all material respects to the knowledge of the
Portfolio Manager.


 


SECTION
5.03.        Indemnification. The Portfolio Manager and the Parent shall indemnify and hold harmless the Company, the
Agents, the Collateral Administrator, the Securities Intermediary and the Lenders and their respective affiliates, directors,
officers, stockholders, partners, agents, employees and controlling persons (each, an "Indemnified Person")
from and against any and all losses, claims, demands, damages or liabilities of any kind, including reasonable and documented
legal fees and disbursements (collectively, "Liabilities"), and shall reimburse each such Indemnified Person
on a current basis for all reasonable and documented expenses (including fees and disbursements of counsel), incurred by such
Indemnified Person in connection with investigating, preparing, responding to or defending any investigative, administrative,
judicial or regulatory action, suit, claim or proceeding, relating to or arising out of (a) any breach by the Portfolio
Manager of any of its obligations hereunder or under the Portfolio Management Agreement and (b) the failure of any of the
representations or warranties of the Portfolio Manager set forth herein or in the Portfolio Management Agreement to be true
when made or when deemed made or repeated, except to the extent that such Liabilities or expenses are found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct
of any Indemnified Person or its Related Parties or the material noncompliance by the Agents or Lenders of their respective
obligations under this Agreement. This Section 5.03 shall not apply with respect to Taxes other than any Taxes that represent
losses, claims, demands, damages or liabilities arising from any non-Tax claim, and, so long as such losses are not caused by
a breach by the Portfolio Manager of the terms of this Agreement, shall not apply to any losses in the Market Value of any
Collateral.


 






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This Section 5.03 shall survive
the termination of this Agreement and the repayment of all amounts owing to the Secured Parties hereunder.


 


ARTICLE VI


REPRESENTATIONS, WARRANTIES AND
COVENANTS


 


SECTION 6.01.Representations
and Warranties. The Company (and, with respect to clauses (a) through (e), (l), (n) and (t) through (v), the Portfolio Manager)
represents to the other parties hereto solely with respect to itself that as of the date hereof and each Trade Date (or as of such
other date as maybe expressly set forth below):


 


(a)       it is duly organized or incorporated, as the case may be, and validly existing under the laws of the jurisdiction of its
organization or incorporation and has all requisite power and authority to execute, deliver and perform this Agreement and each
other Loan Document to which it is a party and to consummate the transactions herein and therein contemplated;


 


(b)       the execution, delivery and performance of this Agreement and each such other Loan Document, and the consummation of the
transactions contemplated herein and therein have been duly authorized by it and this Agreement and each other Loan Document to
which it is a party constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms (subject
to (A) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights generally and
(B) equitable limitations, regardless of whether such enforceability is considered in a proceeding in equity or at law);


 


(c)       the execution, delivery and performance of this Agreement and each other Loan Document to which it is a party and the consummation
of the transactions contemplated herein and therein do not conflict with the provisions of its governing instruments and will not
violate in any material way any provisions of Applicable Law or regulation or any applicable order of any court or regulatory body
and will not result in the material breach of, or constitute a default, or require any consent, under any material agreement, instrument
or document to which it is a party or by which it or any of its property may be bound or affected;


 


(d)       it is not subject to any Adverse Proceeding;


 


(e)       it has obtained all consents and authorizations (including all required consents and authorizations of any Governmental
Authority) that are necessary or advisable to be obtained by it in connection with the execution, delivery and performance of this
Agreement and each other Loan Document to which it is a party and each such consent and authorization is in full force and effect
except where the failure to do so would not reasonably be expected to have a Material Adverse Effect;


 


(f)        it is not required to register as an "investment company" as defined in the Investment Company Act of 1940, as
amended;


 


(g)       it has not issued any securities that are or are required to be registered under the Securities Act of 1933, as amended,
and it is not a reporting company under the Securities Exchange Act of 1934, as amended;


 






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(h)       it
has no Indebtedness other than (i) Indebtedness incurred under the terms of the Loan Documents, (ii) Indebtedness incurred pursuant
to certain ordinary business expenses arising pursuant to the transactions contemplated by this Agreement and the other Loan Documents
and (iii) to the extent constituting Indebtedness, if applicable, the obligation to make future payments under any Delayed Funding
Term Loan;


 


(i)        (x) it does not have underlying assets which constitute "plan assets" within the meaning of the Plan Asset Rules;
and (y) neither it nor any ERISA Affiliate has within the last six years sponsored, maintained, contributed to, or been required
to contribute to and does not have any liability with respect to any Plan;


 


(j)        as
of the date of this Agreement it is, and after giving effect to any Advance it will be, Solvent and it is not entering into this
Agreement or any other Loan Document or consummating any transaction contemplated hereby or thereby with any intent to hinder,
delay or defraud any of its creditors;


 


(k)       it is not in default under any other contract to which it is a party except where such default would not reasonably be expected
to have a Material Adverse Effect;


 


(l)        it is in compliance in all material respects with all Applicable Laws, judgments, agreements with governmental authorities,
decrees and orders with respect to its business and properties and the Portfolio;


 


(m)      it does not have any Subsidiaries or own any Investments in any Person other than (1) the Portfolio Investments or (2) Investments
(i) constituting Eligible Investments (as measured at their time of acquisition), (ii) acquired by the Company with the approval
of the Administrative Agent, or (iii) those the Company shall have acquired or received as a distribution in connection with a
workout, bankruptcy, foreclosure, restructuring or similar process or proceeding involving a Portfolio Investment or any issuer
thereof;


 


(n)       (x) it has disclosed to the Administrative Agent all agreements, instruments and corporate or other restrictions to which
it is subject, and all other matters actually known to it that, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect and (y) no information (other than projections, forward-looking information, general economic
data or industry information) heretofore furnished by or on behalf of the Company in writing to the Administrative Agent or any
Lender in connection with this Agreement or any transaction contemplated hereby (after taking into account all updates, modifications
and supplements to such information) contains (or, to the extent any such information was furnished by a third party, to the Company's
knowledge contains), when taken as a whole, as of its delivery date, any material misstatement of fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 


(o)       all
of the conditions to the acquisition of the Portfolio Investments to be acquired on such Trade Date specified in Section 1.03
have been satisfied or waived;


 


(p)       the
Company has timely filed all Tax returns required by Applicable Law to have been filed by it; all such Tax returns are true
and correct in all material respects; the Company has paid or withheld (as applicable) all Taxes owing or required to be
withheld by it (if any) shown on such Tax returns, except (a) any such Taxes which are being contested in good faith by
appropriate proceedings and for which adequate reserves shall have been set aside in accordance with GAAP on its books and
records or (b) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect;
and there are no final judgments for Taxes against the Company which have not been satisfied in full;


 






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(q)       the Company is treated as a disregarded entity for U.S. federal income tax purposes;


 


(r)        the Company is wholly owned by the Parent, which is a U.S. Person or a disregarded entity owned by a U.S. Person for U.S.
federal income tax purposes;


 


(s)       prior to the date hereof, the Company has not engaged in any business operations or activities other than as an ownership
entity for Portfolio Investments and similar Loan or debt obligations and activities incidental thereto;


 


(t)        neither
it nor any of its Affiliates is (i) the subject or target of Sanctions; (ii) a Person that resides or has a place of business
in a Sanctioned Country or a country or territory which is designated as a "Non-Cooperative Jurisdiction" by the Financial
Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii)
a "Foreign Shell Bank" within the meaning of the PATRIOT Act (i.e., a foreign bank that does not have a physical presence
in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision);
or (iv) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary
of the Treasury under Sections 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns.
It is in compliance in all material respects with all applicable Sanctions and also in compliance in all material respects with
all applicable provisions of the PATRIOT Act;


 


(u)       the Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company,
its agents and their respective directors, managers, officers and employees (as applicable) with Anti-Corruption Laws and applicable
Sanctions, and the Company and its officers and directors and, to its knowledge, its employees, members and agents are in compliance
with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that
would reasonably be expected to result in the Company being designated as a Sanctioned Person. None of (i) the Company or its directors,
officers, managers or employees or (ii) to the knowledge of the Company, any director, manager or agent of the Company that will
act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person;


 


(v)       the Loan Documents represent all of the material agreements between the Portfolio Manager, the Parent, the MPA Seller and
the Seller, on the one hand, and the Company, on the other;


 


(w)      the
Company is not relying on any advice (whether written or oral) of any Lender, Agent or any of their respective Affiliates in connection
with the consummation of the transaction contemplated by this Agreement;


 


(x)        the Company has good and marketable title to all Portfolio Investments and other Collateral free of any Liens (other than
Permitted Liens) and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar
in effect naming the Company or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any
recording office, except such as may have been filed in favor of the Collateral Agent as "Secured Party" pursuant hereto,
as necessary or advisable in connection with the Participation Agreement and the Sale Agreement or which has been terminated;


 






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(y)       as
of the Effective Date, to the best knowledge of the Company, the information included in the Beneficial Ownership Certification
(if any) provided on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all
respects;


 


(z)        upon
the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected, first
priority and valid security interest (except, as to priority, for any Permitted Liens) in the Collateral acquired with the proceeds
of such Advance, free and clear of any adverse claim (other than Permitted Liens) or restrictions on transferability;


 


(aa) no ERISA Event has occurred; and


 


(bb) no part of the proceeds of any Advance
will be used by the Company to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or
carrying Margin Stock. Neither the making of any Advance nor the use of the proceeds thereof will violate or be inconsistent with
the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve Board. No Advance is secured, directly
or indirectly, by Margin Stock, and the Collateral does not include Margin Stock.


 


SECTION 6.02.         Covenants
of the Company and the Portfolio Manager. The Company (and, with respect to clauses (e), (k), (r), (gg), (hh) and (ii), the
Portfolio Manager):


 


(a)       shall at all times: (i) provide that its general partner will maintain at least one independent manager or director (who
is in the business of serving as an independent manager or director); (ii) maintain its own separate books and records and bank
accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from any other Person; (iv) provide
that its general partner will have a board of managers separate from that of any other Person; (v) file its own Tax returns, except
to the extent that the Company is treated as a "disregarded entity" for Tax purposes and is not required to file any
Tax returns under Applicable Law; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in
its own name and comply with all organizational formalities to maintain its separate existence; (viii) pay its own liabilities
only out of its own funds; (ix) maintain an arm's length relationship with the Parent and each of its other Affiliates; (x) not
hold out its credit or assets as being available to satisfy the obligations of others; (xi) allocate fairly and reasonably any
overhead expenses that are shared with an Affiliate, including for shared office space; (xii) use separate stationery, invoices
and checks; (xiii) correct any known misunderstanding regarding its separate identity; (xiv) maintain adequate capital in light
of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own
assets; (xv) not acquire the obligations or any securities of its Affiliates; (xvi) cause the managers, officers, agents and other
representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing
and in the best interests of the Company; and (xvii) provide that its general partner shall maintain at least one special member,
who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the general partner
of the Company, shall immediately become the member of the general partner of the Company in accordance with its organizational
documents;


 


(b)       shall
not (i) engage, directly or indirectly, in any business, other than the actions required or permitted to be performed under
the preceding clause (a), including, other than with respect to any warrants received in connection with a Portfolio
Investment, controlling the decisions or actions respecting the daily business or affairs of any other Person except as
otherwise permitted hereunder (which, for the avoidance of doubt, shall not prohibit the Company from taking, or refraining
to take, any action under or with respect to a Portfolio Investment); (ii) fail to be Solvent; (iii) release, sell, transfer,
convey or assign any Portfolio Investment unless in accordance with the Loan Documents; (iv) except for capital contributions
or capital distributions permitted under the terms and conditions of this Agreement and properly reflected on the books and
records of the Company, enter into any transaction with an Affiliate of the Company except on commercially reasonable terms
similar to those available to unaffiliated parties in an arm's-length transaction; (v) identify itself as a department or
division of any other Person; or (vi) own any asset or property other than the Collateral and the related assets and
incidental personal property necessary for the ownership or operation of these assets;


 






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(c)       shall not take any action contrary to the "Facts and Assumptions" sections in the opinions of Ropes & Gray
LLP, dated the date hereof, relating to certain true sale and non-consolidation matters (or any subsequent opinion of Ropes &
Gray LLP relating to certain true sale matters provided in accordance with Section 1.03);


 


(d)       shall
not create, incur, assume or suffer to exist any Indebtedness other than (i) Indebtedness incurred under the terms of the Loan
Documents, (ii) Indebtedness incurred pursuant to certain ordinary business expenses arising pursuant to the transactions contemplated
by this Agreement and the other Loan Documents and (iii) to the extent constituting Indebtedness, if applicable, the obligation
to make future payments under any Delayed Funding Term Loan;


 


(e)       shall
comply in all material respects with all Anti-Corruption Laws and applicable Sanctions and shall maintain in effect and enforce
policies and procedures designed to ensure compliance by the Company and its directors, managers, officers, employees and agents
with Anti-Corruption Laws and applicable Sanctions;


 


(f)        shall
not (i) amend (A) any of its constituent documents or (B) any Loan Document to which it is a party in any manner that would reasonably
be expected to adversely affect the Lenders in any material respect or (ii) cease to be wholly owned by the Parent, without, in
each case, the prior written consent of the Administrative Agent;


 


(g)       shall not (A) permit the validity or effectiveness of this Agreement or any grant 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, any other Loan Document or the Advances, except as may be expressly
permitted hereby, (B) permit any Lien to be created on or extend to or otherwise arise upon or burden the Collateral or any part
thereof, any interest therein or the proceeds thereof, in each case, other than Permitted Liens or (C) take any action that would
cause the Lien of this Agreement not to constitute a valid perfected security interest in the Collateral that is of first priority,
free of any adverse claim or the legal equivalent thereof, as applicable, except for Permitted Liens;


 


(h)       shall
not, without the prior consent of the Administrative Agent (acting at the direction of the Required Lenders), which consent may
be withheld in the sole and absolute discretion of the Required Lenders, enter into any hedge agreement;


 


(i)        shall not change its name, identity or corporate structure in any manner that would make any financing statement or continuation
statement filed by the Company (or by the Collateral Agent on behalf of the Company) in accordance with subsection (a) above materially
misleading or change its jurisdiction of organization, unless the Company shall have given the Administrative Agent and the Collateral
Agent at least 30 days' (or such shorter period as the Administrative Agent may agree in its sole discretion) prior written notice
thereof, and shall promptly file, or authorize the filing of, appropriate amendments to all previously filed financing statements
and continuation statements (and, if filed by the Company, shall provide a copy of such amendments to the Collateral Agent and
Administrative Agent);


 






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(j)        shall do or cause to be done all things reasonably necessary to (i) preserve and keep in full force and effect its existence
as a limited partnership and take all reasonable action to maintain its rights, franchises, licenses and permits material to its
business in the jurisdiction of its formation and (ii) qualify and remain qualified as a limited partnership in good standing
in each jurisdiction in which such qualification is necessary to protect the validity and enforceability of the Loan Documents
or any of the Collateral;


 


(k)       shall
comply with all Applicable Law (whether statutory, regulatory or otherwise), except where the failure to do so, individually or
in the aggregate, would not reasonably be expected to result in a Material Adverse Effect;


 


(l)        shall
not merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, in each case, without the
prior written consent of the Administrative Agent;


 


(m)      except for Investments permitted by Section 6.02(u)(C) and without the prior written consent of the Administrative Agent,
shall not form, or cause to be formed, any Subsidiaries; or make or suffer to exist any Loans or advances to, or extend any credit
to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences
of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate or any other Person except investments
as otherwise permitted herein and pursuant to the other Loan Documents;


 


(n)               
shall ensure that (i) its affairs are conducted so that its underlying assets do not constitute "plan assets"
within the meaning of the Plan Asset Rules, and (ii) neither it nor any ERISA Affiliate sponsors, maintains, contributes to or
is required to contribute to or has any liability with respect to any Plan;


 


(o)               
except as otherwise permitted hereunder, shall not sell or transfer any Collateral or any interest therein to any other
Person and the Company shall defend the right, title, and interest of the Collateral Agent (for the benefit of the Secured Parties)
and the Lenders in and to the Collateral against all claims of third parties claiming to be purchasers of Collateral not sold or
transferred in accordance with this Agreement;


 


(d)


 


(i)       shall
promptly furnish to the Administrative Agent, and the Administrative Agent shall furnish to the Lenders, copies of the following
financial statements, reports and information: (i) within 120 days after the end of each fiscal year of the Parent, a copy of the
audited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at the end of such year, the related consolidated
statements of income for such year and the related consolidated statements of changes in net assets and of cash flows for such
year, setting forth in each case in comparative form the figures for the previous year; (ii) within 45 days after the end of each
fiscal quarter of each fiscal year (other than the last fiscal quarter of each fiscal year), an unaudited consolidated balance
sheet of the Parent and its consolidated Subsidiaries as of the end of such fiscal quarter and including the prior comparable period
(if any), and the unaudited consolidated statements of income of the Parent and its consolidated Subsidiaries for such fiscal quarter
and for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter, and the unaudited
consolidated statements of cash flows of the Parent and its consolidated Subsidiaries for the period commencing at the end of the
previous fiscal year and ending with the end of such fiscal quarter; and (iii) from time to time, such other information or documents
(financial or otherwise) as the Administrative Agent or the Required Lenders may reasonably request;


 






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(ii)      shall
furnish to the Administrative Agent together with any financial statements delivered pursuant to Section 6.02(p)(i) or (ii), a
compliance certificate, certified by an authorized signatory of the Company to be true and correct, (i) stating whether any Default
or Event of Default exists and (ii) stating that Company is in compliance with the covenants set forth in this Agreement, including
a certification that the Collateral has been Delivered to the Collateral Agent, or specifying any non-compliance with the covenants
contained herein;


 


(q)       shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all Taxes levied or imposed
upon the Company or upon the income, profits or property of the Company; provided that the Company shall not be required
to pay or discharge or cause to be paid or discharged any such Tax (i) the amount, applicability or validity of which is being
contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves in accordance with GAAP have
been made or (ii) the failure of which to pay or discharge could not reasonably be expected to have a Material Adverse Effect;


 


(r)        shall
permit representatives of the Administrative Agent at any time and from time to time as the Administrative Agent shall reasonably
request, and at the Company's expense, (A) to inspect and make copies of and abstracts from its records relating to the Portfolio
Investments and (B) to visit its properties in connection with the collection, processing or managing of the Portfolio Investments
for the purpose of examining such records, and to discuss matters relating to the Portfolio Investments or such Person's performance
under this Agreement and the other Loan Documents with any officer or employee or auditor (if any) of such Person having knowledge
of such matters (including, if requested by the Administrative Agent, quarterly telephone conferences with representatives of
the Company with respect to review of the Portfolio Investments). The Company agrees to render to the Administrative Agent such
clerical and other assistance as may be reasonably requested with regard to the foregoing; provided that such assistance
shall not interfere in any material respect with the Company's or the Portfolio Manager's business and operations. So long as
no Event of Default has occurred and is continuing and no Market Value Event has occurred, such visits and inspections shall occur
only (i) upon five (5) Business Days' prior written notice, (ii) during normal business hours and (iii) no more than once in any
calendar year. Following the occurrence of a Market Value Event or following the occurrence and during the continuance of an Event
of Default, there shall be no limit on the timing or number of such inspections and only three (3) Business Days' prior notice
will be required before any inspection;


 


(s)       shall not use any part of the proceeds of any Advance, whether directly or indirectly, for any purpose that entails a violation
of any of the regulations of the Board of Governors of the Federal Reserve System of the United States of America, including Regulations
T, U and X;


 


(t)        shall
not make any Restricted Payments without the prior written consent of the Administrative Agent; provided that the Company
may make Permitted Distributions or Permitted RIC Distributions subject to the other requirements of this Agreement;


 


(u)       shall
not make or hold any Investments, except (A) the Portfolio Investments or (B) Investments constituting (x) Eligible Investments
(measured at the time of acquisition), (y) those that have been consented to by the Administrative Agent or (z) those the Company
shall have acquired or received as a distribution in connection with a workout, bankruptcy, foreclosure, restructuring or similar
process or proceeding involving a Portfolio Investment or any issuer thereof;


 


(v)       shall
not request any Advance, and the Company shall not directly or, to the knowledge of the Company, indirectly, use, and shall
procure that its directors, officers, employees and agents shall not directly or, to the knowledge of the Company, indirectly
use, the proceeds of any Advance (A) 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, (B) for the purpose of
funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any
Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (C) in any manner that
would result in the violation of any Sanctions applicable to any party hereto;


 






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(w)      other
than pursuant to the Participation Agreement and the Sale Agreement, shall not transfer to any of its Affiliates any Portfolio
Investment purchased from any of its Affiliates (other than sales to Affiliates conducted on terms and conditions consistent with
those of an arm's length transaction and at fair market value);


 


(x)        shall
post on a password protected website maintained by the Administrative Agent to which the Portfolio Manager will have access or
deliver via email to the Administrative Agent, with respect to each Portfolio Investment, without duplication of any other reporting
requirements set forth in this Agreement or any other Loan Document, (A) any management discussion and analysis provided by the
related obligor, (B) any financial reporting packages provided by the related obligor and (C) any written notifications of credit
events with respect to such obligor and with respect to each Portfolio Investment for such obligor (including, in each case, any
attached or included information, statements and calculations). The Company (or the Portfolio Manager on its behalf) shall post
or deliver via email all information and notices set forth in the immediately preceding sentence (1) in the case of notifications
of credit events, on the date of receipt thereof by the Company or the Portfolio Manager and (2) in all other cases, within five
(5) Business Days of the receipt thereof by the Company or the Portfolio Manager. The Company shall cause the Portfolio Manager
to provide such other information as the Administrative Agent may reasonably request with respect to any Portfolio Investment
or obligor (to the extent reasonably available to the Portfolio Manager);


 


(y)       shall not elect to be classified as other than a disregarded entity or partnership for U.S. federal income tax purposes,
nor shall the Company take any other action or actions that would cause it to be classified, taxed or treated as a corporation
or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes (including transferring interests
in the Company on or through an established securities market or secondary market (or the substantial equivalent thereof), within
the meaning of Section 7704(b) of the Code (and Treasury regulations thereunder);


 


(z)        shall only have partners or owners that are treated as U.S. Persons or that are disregarded entities owned by a U.S. Person
and shall not recognize the transfer of any interest in the Company that constitutes equity for U.S. federal income tax purposes
to a Person that is not a U.S. Person;


 


(aa)      shall
from time to time execute and deliver all such supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments, and shall take such other action as may be
reasonably necessary to secure the rights and remedies of the Secured Parties hereunder and to grant more effectively all or
any portion of the Collateral, maintain or preserve the security interest (and the priority thereof, subject to Permitted
Liens) of this Agreement or to carry out more effectively the purposes hereof, perfect, publish notice of or protect the
validity of any grant made or to be made by this Agreement, preserve and defend title to the Collateral and the rights
therein of the Collateral Agent and the Secured Parties in the Collateral and the Collateral Agent against the claims of all
Persons and parties, or give, execute, deliver, file and/or record any financing statement, notice, instrument, document,
agreement or other papers that may be necessary or desirable to create, preserve, perfect or validate the security interest
granted pursuant to this Agreement or to enable the Collateral Agent to exercise and enforce its rights hereunder with
respect to such pledge and security interest, and hereby authorizes the Collateral Agent to file a UCC financing statement
listing 'all assets of the debtor' (or substantially similar language) in the collateral description of such financing
statement;


 






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(bb)     shall use all commercially
reasonable efforts to elevate all Participation Interests to absolute assignments within the applicable then-current standard settlement
timeframes set forth in LSTA guidelines;


 


(cc)     shall not hire any
employees (other than any officers appointed pursuant to its limited partnership agreement);


 


(dd)     shall not maintain
any bank accounts or securities accounts other than the Collateral Accounts;


 


(ee)     except as otherwise
expressly permitted herein (including pursuant to Section 6.03), shall not cancel or terminate any of the underlying instruments
in respect of a Portfolio Investment to which it is party or beneficiary (in any capacity), or consent to or accept any cancellation
or termination of any of such agreements unless (in each case) the Administrative Agent shall have consented thereto in writing
in its sole discretion;


 


(ff)     shall not make or incur
any capital expenditures except as reasonably required to perform its functions in accordance with this Agreement;


 


(gg)     shall not cancel, terminate or
consent to or accept any cancellation or termination of, amend, modify or change in any manner any term or condition of the Portfolio
Management Agreement in any manner that adversely affects the Lenders in any material respect;


 


(hh)     shall not act on behalf of, a
country, territory, entity or individual that, at the time of such act, is the subject or target of Sanctions, and none of the
Company, the Portfolio Manager or any of their respective Affiliates, owners, directors or officers is a natural person or entity
with whom dealings are prohibited under Sanctions for a natural person or entity required to comply with such Sanctions. The Company
does not own and will not acquire, and the Portfolio Manager will not cause the Company to own or acquire, any security issued
by, or interest in, any country, territory, or entity whose direct ownership would be or is prohibited under Sanctions for a natural
person or entity required to comply with Sanctions;


 


(ii)       shall
give notice to the Administrative Agent (with a copy to the Collateral Agent) promptly in writing upon (and in no event later than
one (1) Business Day after) the occurrence of any of the following:


 


(1)               
any Adverse Proceeding;


 


(2)               
any Default or Event of Default;


 


(3)               
any adverse claim asserted against any of the Portfolio Investments, the Collateral Accounts or any other Collateral; and


 


(4)               
any change in the information provided in the Beneficial Ownership Certification delivered to any Lender that would result
in a change to the list of beneficial owners identified in such certification;


 






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(jj)     shall not acquire
any Delayed Funding Term Loan if such acquisition would cause the Unfunded Exposure Amount, collateralized or uncollateralized,
to exceed 5% of the Collateral Principal Amount;


 


(kk)     shall either (x) deposit
cash into the Collection Account as Principal Proceeds, (y) Deliver Portfolio Investments received from the Parent as a contribution
to the Custodial Account and/or (z) prepay Advances in accordance with Section 4.03(c)(i)(C) to the extent necessary to cause the
Borrowing Base Test to be satisfied; and


 


(ll)shall (x) in connection with
the Purchase of a Portfolio Investment, cause the Portfolio Manager to provide to the Administrative Agent (with a copy to the
Collateral Administrator) (I) on the Trade Date, copies of any trade ticket for purchase and (II) promptly following the Trade
Date, copies of (i) any assignment agreement or other instrument of transfer for purchase, (ii) any loan agreement or other primary
underlying instruments, (iii) if such Portfolio Investment is evidenced by a note or other instrument, such note or other instrument
and (iv) such other documents received by the Company in connection with the purchase of the Portfolio Investment as the Administrative
Agent shall reasonably request and (y) in connection with the sale of a Portfolio Investment, within five (5) Business Days of
the settlement date for the sale of such Portfolio Investment, cause the Portfolio Manager to provide to the Administrative Agent
copies of (i) any trade ticket for sale, (ii) any assignment agreement or other instrument of transfer for sale and (iii) such
other documents received by the Company in connection with the sale of the Portfolio Investment as the Administrative Agent shall
reasonably request.


 


SECTION 6.03.Amendments of Portfolio Investments,
Etc. If the Company or the


Portfolio Manager receives any notice or other communication
concerning any amendment, supplement, consent, waiver or other modification of any Portfolio Investment or any related underlying
instrument or rights thereunder (each, an "Amendment") with respect to any Portfolio Investment or any related
underlying instrument, or makes any affirmative determination to exercise or refrain from exercising any rights or remedies thereunder,
it will give prompt (and in any event, not later than three (3) Business Days') notice thereof to the Administrative Agent. In
any such event, the Company shall exercise all voting and other powers of ownership relating to such Amendment or the exercise
of such rights or remedies as the Portfolio Manager shall deem appropriate under the circumstances; provided that if an
Event of Default has occurred and is continuing or a Market Value Event has occurred, the Company will exercise all voting and
other powers of ownership as the Administrative Agent (acting at the direction of the Required Lenders) shall instruct (it being
understood that if the terms of the related underlying instrument expressly prohibit or restrict any such rights given to the Administrative
Agent, then such right shall be limited to the extent necessary so that such prohibition or restriction is not violated). In any
such case, following the Company's receipt thereof, the Company shall promptly provide to the Administrative Agent copies of all
executed amendments to underlying instruments, executed waiver or consent forms or other documents executed or delivered in connection
with any Amendment.


 


ARTICLE VII


 


EVENTS OF DEFAULT


 


If any of the following events ("Events of
Default") shall occur:


 


(a)       the
Company shall fail to pay (i) any principal amount owing by it in respect of


the Secured Obligations when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise or (ii) any
other amount in respect of the Secured Obligations (whether for interest, fees or other amounts owing by it) within one (1) Business
Day of when such amount becomes due and payable;


 






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(b)       any representation or warranty made or deemed made by or on behalf of the Company or the Portfolio Manager (collectively,
the "Agreement Parties") herein or in any Loan Document (other than projections, forward-looking information,
general economic data or industry information), shall prove to have been incorrect in any material respect when made or deemed
made (it being understood that the failure of a Portfolio Investment to satisfy the Eligibility Criteria after the date of its
purchase shall not constitute a failure);


 


(c)      (A) the Company shall fail to observe or perform any covenant, condition or agreement contained in Section 6.02(a)(i) through
(vii), (x) or (xvii), (b)(i) through (iv), (d), (f), (h), (i), (l), (m), (o), (t), (v), (w), (cc), (hh), (ii), (kk) or (ll)(y),
Section 8.02(b) or the last sentence of the first paragraph of Section 1.04 or (B) any Agreement Party shall fail to observe or
perform any other covenant, condition or agreement contained herein (it being understood that the failure of a Portfolio Investment
to satisfy the Eligibility Criteria after the date of its purchase shall not constitute such a failure) or in any other Loan Document
and, in the case of this clause (B), if such failure is capable of being remedied, such failure shall continue for a period of
30 days following the earlier of (i) receipt by such Agreement Party of written notice of such failure from the Administrative
Agent and (ii) an officer of such Agreement Party becoming aware of such failure;


 


(d)       an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of any Agreement Party or its debts, or of a substantial part of its assets, under any Federal, state
or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for any Agreement Party or for a substantial part of its assets,
and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving
or ordering any of the foregoing shall be entered;


 


(e)       any
Agreement Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii)
consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in
clause (d) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator
or similar official for such Agreement Party or for a substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors
or (vi) take any action for the purpose of effecting any of the foregoing;


 


(f)        any
Agreement Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;


 


(g)       the
passing of a resolution by the equity holders of the Company in respect of the winding up on a voluntary basis of the Company;


 


 


(h)       any final judgments or orders (not subject to appeal or otherwise non-appealable) by one or more courts of competent jurisdiction
for the payment of money in an aggregate amount in excess of U.S.$2,500,000 (after giving effect to insurance, if any, available
with respect thereto) shall be rendered against the Company, and the same shall remain unsatisfied, unvacated, unbonded or unstayed
for a period of thirty (30) days after the date on which the right to appeal has expired;


 


(i)        an
ERISA Event occurs;


 






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(j)                
 a Change of Control occurs;


 


(k)               
the Company or the pool of Collateral shall become required to register as an "investment company" within the
meaning of the Investment Company Act of 1940, as amended;


 


(l)                
the Portfolio Manager (i) resigns as Portfolio Manager under this Agreement and/or the Portfolio Management Agreement, (ii)
assigns any of its obligations or duties as Portfolio Manager in contravention of the terms of this Agreement or (iii) otherwise
ceases to act as Portfolio Manager in accordance with the terms of this Agreement and the Portfolio Management Agreement and, in
each case, an Affiliate of the Portfolio Manager consented to by the Administrative Agent is not appointed (and has accepted such
appointment) in accordance with the Portfolio Management Agreement;


 


(m)             
the Net Advances are greater than the product of (1) the Net Asset Value multiplied by (2) 75%;


 


(n)                (i)
failure of the Company to fund the Unfunded Exposure Account when required in accordance with Section 2.03(f) other
than in the case that any Lender fails to make the Advance required in accordance with Section 2.03(f) or (ii) failure
of the Company to satisfy its obligations in respect of unfunded obligations with respect to any Delayed Funding Term Loan
(including the payment of any amount in connection with the sale thereof to the extent required under this Agreement); provided that
the failure of the Company to undertake any action set forth in this clause (n) is not remedied within two (2) Business
Days;


 


(o)               
any representation or warranty made or deemed made by the Seller or the MPA Seller in connection with the Sale Agreement
or the Participation Agreement, as applicable, or any other Loan Document (other than projections, forward-looking information,
general economic data, industry information or information relating to third parties included in any representation or warranty)
shall prove to have been incorrect or misleading in any material respect when made or deemed made; provided that this clause
(o) shall apply with respect to the MPA Seller only until the date on which all of the Participation Interests granted under the
Participation Agreement have been elevated to assignments and the MPA Seller has paid all required distributions on the underlying
Portfolio Investments to the Company;


 


(p)               
the Seller shall fail to observe or perform any covenant, condition or agreement contained in the Sale Agreement and (other
than with respect to any covenant, condition or agreement of the Seller set forth in Sections 2.5, 5.1(d), 5.1(e), 5.2(a), 5.2(b),
5.2(d), 6.1, and 9.1(a) of the Sale Agreement), if such failure is capable of being remedied, such failure shall continue for a
period of 30 days following the earlier of (i) receipt by the Company of written notice of such failure from the Administrative
Agent and (ii) an officer of the Company becoming aware of such failure; or


 


(q)                the
MPA Seller shall fail to observe or perform any covenant, condition or agreement contained in the Participation Agreement and
(other than with respect to any covenant, condition or agreement of the MPA Seller relating to the payment of amounts
received by it in respect of the Portfolio Investments underlying the Participation Interests to the Company, the exercise of
voting rights with respect to such Portfolio Investments and the incurrence of indebtedness or liens by the MPA Seller), if
such failure is capable of being remedied, such failure shall continue for a period of 30 days following the earlier of (i)
receipt by the Company of written notice of such failure from the Administrative Agent and (ii) an officer of the Company
becoming aware of such failure; provided that this clause (q) shall apply with respect to the MPA Seller only until
the date on which all of the Participation Interests granted under the Participation Agreement have been elevated to
assignments and the MPA Seller has paid all required distributions on the underlying Portfolio Investments to the
Company; then, and in every such event (other than an event with
respect to the Company described in clause (d) or (e) of this Article), and at any time thereafter in each case during the continuance
of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Company, take either
or both of the following actions, at the same or different times: (i) terminate the Financing Commitments, and thereupon the Financing
Commitments shall terminate immediately, and (ii) declare all of the Secured Obligations then outstanding to be due and payable
in whole (or in part, in which case any Secured Obligations not so declared to be due and payable may thereafter be declared to
be due and payable), and thereupon the Secured Obligations so declared to be due and payable, together with accrued interest thereon
and all fees and other obligations of the Company accrued hereunder, shall become due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Company; and in case of any event with respect
to the Company described in clause (d) or (e) of this Article, the Financing Commitments shall automatically terminate and all
Secured Obligations then outstanding, together with accrued interest thereon and all fees and other obligations of the Company
accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Company.


 






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ARTICLE VIII


COLLATERAL ACCOUNTS; COLLATERAL
SECURITY


 


SECTION 8.01.The Collateral Accounts; Agreement
as to Control.


 


(a)               
Establishment and Maintenance of Collateral Accounts. The Company hereby appoints the Securities Intermediary to
establish, and the Securities Intermediary does hereby establish pursuant to the Account Control Agreement, each of the Custodial
Account, the Principal Collection Account, the Interest Collection Account, the MV Cure Account and the Unfunded Exposure Account
(collectively, the "Collateral Accounts"). The Securities Intermediary agrees to maintain the Collateral Accounts
in accordance with the Account Control Agreement as a "securities intermediary" (within the meaning of Section 8-102(a)(14)
of the UCC), in the name of the Company subject to the lien of the Collateral Agent.


 


(b)               
Investment of Funds on Deposit in the Unfunded Exposure Account. All amounts on deposit in the Unfunded Exposure
Account shall be invested (and reinvested) in Eligible Investments at the written direction of the Company (or the Portfolio Manager
on its behalf) delivered to the Collateral Agent; provided that, following the occurrence and during the continuance of
an Event of Default or following a Market Value Event, all amounts on deposit in the Unfunded Exposure Account shall be invested,
reinvested and otherwise disposed of at the written direction of the Administrative Agent delivered to the Collateral Agent.


 


(c)               
Unfunded Exposure Account.


 





(i)                
Amounts may be deposited into the Unfunded Exposure Account from time to time in accordance with Section 4.05. Amounts
shall also be deposited into the Unfunded Exposure Account as set forth in Section 2.03(f).


 






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(ii)               While
no Event of Default has occurred and is continuing and no Market Value Event has occurred and subject to satisfaction of the
Borrowing Base Test (after giving effect to such release), the Portfolio Manager may direct, by means of an instruction in
writing to the Securities Intermediary (with a copy to the Collateral Administrator), the release of funds on deposit
in the Unfunded Exposure Account (i) for the purpose of funding the Company's unfunded commitments with respect to Delayed
Funding Term Loans, for deposit into the Principal Collection Account and (ii) so long as no Unfunded Exposure Shortfall
exists or would exist after giving effect to the withdrawal. Following the occurrence and during the continuance of an Event
of Default or following the occurrence of a Market Value Event, at the written direction of the Administrative Agent (at the
direction of the Required Lenders) (with a copy to the Collateral Administrator), the Securities Intermediary shall transfer
all amounts in the Unfunded Exposure Account to the Principal Collection Account to be applied pursuant to Section
4.05. Upon the direction of the Company by means of an instruction in writing to the Securities Intermediary (with a copy
to the Collateral Administrator, the Collateral Agent and the Administrative Agent), any amounts on deposit in the Unfunded
Exposure Account in excess of outstanding funding obligations of the Company shall be released to the Principal Collection
Account and applied pursuant to Section 4.05; provided that any such prepayment does not cause the aggregate
outstanding principal amount of the Advances to be less than the Minimum Funding Amount.


 


SECTION 8.02.Collateral Security; Pledge;
Delivery.


 


(a)               
Grant of Security Interest. As collateral security for the prompt payment in full when due of all the Company's
obligations to the Agents, the Lenders, the Collateral Administrator and the Securities Intermediary (collectively, the "Secured
Parties") under this Agreement and the other Loan Documents (collectively, the "Secured Obligations"),
the Company hereby pledges to the Collateral Agent for the benefit of the Secured Parties and grants a continuing security interest
in favor of the Collateral Agent for the benefit of the Secured Parties in all of the Company's right, title and interest in,
to and under (in each case, whether now owned or existing, or hereafter acquired or arising) all accounts, payment intangibles,
general intangibles, chattel paper, electronic chattel paper, instruments, deposit accounts, letter-of-credit rights, investment
property, and any and all other property of any type or nature owned by it (all of the property described in this clause (a) being
collectively referred to herein as "Collateral"), including, without limitation: (1) each Portfolio Investment,
(2) all of the Company's interests in the Collateral Accounts and all investments, obligations and other property from time to
time credited thereto, (3) the Participation Agreement, the Sale Agreement, the Portfolio Management Agreement, any other Loan
Document and all rights related to each such agreement (4) all other property of the Company and (5) all proceeds thereof, all
accessions to and substitutions and replacements for, any of the foregoing, and all rents, profits and products of any thereof.


 


Notwithstanding any provision of any
Loan Document to the contrary, no interests in or of any Foreign Subsidiary of the Company shall be pledged or similarly hypothecated
to guarantee or support any obligations of the Company; provided that this exception shall not apply to a pledge of equity
interests of any Foreign Subsidiary which is a first tier controlled foreign corporation (as defined in Section 957(a) of the Code)
representing sixty-five percent (65%) or less of the voting equity interests and (100% or less of the non-voting equity interests)
of such Foreign Subsidiary. The parties agree that any pledge, guaranty or security or similar interest made or granted in contravention
of the immediately preceding sentence shall be void ab initio.


 


(b)               
Delivery and Other Perfection. In furtherance of the collateral arrangements contemplated herein, the Company shall
(1) Deliver to the Collateral Agent the Collateral hereunder as and when acquired by the Company; (2) if any of the securities,
monies or other property pledged by the Company hereunder are received by the Company, forthwith take such action as is necessary
to ensure the Collateral Agent's continuing perfected security interest in such Collateral (including Delivering such securities,
monies or other property to the Collateral Agent); and (3) on the date of this Agreement, deliver to the Administrative Agent,
the Lenders and the Collateral Agent, at the expense of the Company, legal opinions from Ropes & Gray LLP or other counsel
reasonably acceptable to the Administrative Agent and the Lenders, as to the perfection of the Collateral Agent's security interest
in any of the Collateral.


 






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(c)       Remedies,
Etc. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but
only if and to the extent directed in writing by the Required Lenders) do any of the following:


 


(i)                
Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral)
and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public
or private sale, at any of the Collateral Agent's or its designee's offices or elsewhere, for cash, on credit or for future delivery,
and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required
Lenders) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least
ten (10) calendar days' prior notice to the Company of the time and place of any public sale or the time after which any private
sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the
Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private
sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made
at the time and place to which it was so adjourned;


 


(ii)              
Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;


 


(iii)            
Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof,
or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature
of any party with respect thereto;


 


(iv)             
Endorse any checks, drafts, or other writings in the Company's name to allow collection of the Collateral;


 


(v)               
Take control of any proceeds of the Collateral;


 


(vi)             
Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments
of conveyance or transfer with respect to all or any of the Collateral; and/or


 


(vii)          
Perform such other acts as may be reasonably required to do to protect the Collateral Agent's rights and interest hereunder.


 


(d)       Compliance
with Restrictions. The Company and the Portfolio Manager agree that in any sale of any of the Collateral whenever an Event
of Default shall have occurred and be continuing, the Collateral Agent or its designee are hereby authorized to comply with any
limitation or restriction in connection with such sale as it may be advised by counsel in writing is necessary in order to avoid
any violation of Applicable Law (including compliance with such procedures as may restrict the number of prospective bidders and
purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders
and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with
a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser
by any governmental regulatory authority or official, and the Company and the Portfolio Manager further agree that such compliance
shall not, in and of itself, result in such sale being considered or deemed not to have been made in a commercially reasonable
manner, nor shall the Collateral Agent be liable or accountable to the Company or the Portfolio Manager for any discount allowed
by the reason of the fact that such Collateral is sold in good faith compliance with any such limitation or restriction.


 






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(e)               
Private Sale. The Collateral Agent shall incur no liability as a result of a sale of the Collateral, or any part
thereof, at any private sale pursuant to clause (c) above conducted in a commercially reasonable manner. The Company and the Portfolio
Manager hereby waive any claims against each Agent and Lender arising by reason of the fact that the price at which the Collateral
may have been sold at such a private sale was less than the price which might have been obtained at a public sale.


 


(f)                
Collateral Agent Appointed Attorney-in-Fact. The Company hereby appoints the Collateral Agent as the Company's attorney-in-fact
(it being understood that the Collateral Agent shall not be deemed to have assumed any of the obligations of the Company by this
appointment), with full authority in the place and stead of the Company and in the name of the Company, from time to time in the
Collateral Agent's discretion (exercised at the written direction of the Administrative Agent or the Required Lenders, as the
case may be), after the occurrence and during the continuation of an Event of Default, to take any action and to execute any instrument
which the Administrative Agent or the Required Lenders may deem necessary or advisable to accomplish the purposes of this Agreement.
The Company hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this clause is irrevocable
during the term of this Agreement and is coupled with an interest.


 


(g)               
Further Assurances. The Company covenants and agrees that, from time to time upon the request of the Collateral
Agent (as directed by the Administrative Agent), the Company will execute and deliver such further documents, and do such other
acts and things as the Collateral Agent (as directed by the Administrative Agent) may reasonably request in order fully to effect
the purposes of this Agreement and to protect and preserve the priority and validity of the security interest granted hereunder
or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral; provided
that no such document may alter the rights and protections afforded to the Company or the Portfolio Manager herein. 


(h)               
Release of Security Interest upon Disposition of Collateral. Upon any sale, transfer or other disposition of any
Collateral (or portion thereof) that is permitted hereunder, the security interest granted hereunder in such Portfolio Investment
or other Collateral (or the portion thereof which has been sold or otherwise disposed of) shall, immediately upon the sale or
other disposition of such Portfolio Investment or other Collateral (or such portion) and without any further action on the part
of the Collateral Agent or any other Secured Party, be released. Upon any such release, the Collateral Agent will, at the Company's
sole expense, deliver to the Company, or cause the Securities Intermediary to deliver, without any representations, warranties
or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all of the Collateral held by
the Securities Intermediary hereunder, and execute and deliver to the Company or its nominee such documents as the Company shall
reasonably request to evidence such release.


 


(i)                
Termination. Upon the payment in full of all Secured Obligations and termination of the Financing Commitments, the
security interest granted herein shall automatically (and without further action by any party) terminate and all rights to the
Collateral shall revert to the Company.


Upon the sale of any Portfolio Investments in accordance
with the terms hereof, the security interest granted herein shall automatically (and without further action by any party) terminate
and such Portfolio Investments shall be sold free and clear of the lien of the Collateral Agent; provided that the lien
of the Collateral Agent shall attach to the proceeds of any such sale. Upon any such termination described in the preceding two
sentences, the Collateral Agent will, at the Company's sole expense, deliver to the Company, or cause the Securities Intermediary
to deliver, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing
or evidencing all of the Collateral held by the Securities Intermediary hereunder, and execute and deliver to the Company or its
nominee such documents as the Company shall reasonably request to evidence such termination.


 






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ARTICLE IX


THE AGENTS


 


SECTION 9.01.Appointment of
Administrative Agent and Collateral Agent. Each of the Lenders hereby irrevocably appoints each of the Administrative
Agent and the Collateral Agent (each, an "Agent" and collectively, the "Agents") as its
agent and authorizes such Agents to take such actions on its behalf and to exercise such powers as are delegated to such
Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Anything contained
herein to the contrary notwithstanding, each Agent and each Lender hereby agree that no Lender shall have any right
individually to realize upon any of the Collateral hereunder, it being understood and agreed that all powers, rights and
remedies hereunder with respect to the Collateral shall be exercised solely by the Collateral Agent for the benefit of the
Secured Parties at the direction of the Administrative Agent or the Required Lenders, as applicable.


 


Each financial institution
serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender (if applicable) as any other Lender
and may exercise the same as though it were not an Agent, and such financial institution and its Affiliates may accept deposits
from, lend money to and generally engage in any kind of business with the Company as if it were not an Agent hereunder.


 


No Agent or the Collateral
Administrator shall have any duties or obligations except those expressly set forth herein. Without limiting the generality
of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary
powers, except that the foregoing shall not limit any duty expressly set forth in this Agreement to include such rights and
powers expressly contemplated hereby or that such Agent is required to exercise as directed in writing by (i) in the case of
the Collateral Agent (A) in respect of the exercise of remedies under Section 8.02(c), the Required Lenders, or (B) in all
other cases, the Administrative Agent or (ii) in the case of any Agent, the Required Lenders (or such other number or
percentage of Lenders as shall be necessary under the circumstances as provided herein), and (c) except as expressly set
forth herein, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information
relating to the Company that is communicated to or obtained by the financial institution serving in the capacity of such
Agent (except insofar as provided to it as Agent hereunder) or any of its Affiliates in any capacity. No Agent shall be
liable for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct or with the
consent or at the request or direction of the Administrative Agent (in the case of the Collateral Administrator and the
Collateral Agent only) or the Required Lenders (or such other number or percentage of Lenders that shall be permitted herein
to direct such action or forbearance). None of the Collateral Agent, the Collateral Administrator or the Securities
Intermediary shall be deemed to have knowledge or notice of any matter, including any Default, Event of Default, Market Value
Event, Market Value Trigger Event or failure of the Borrowing Base Test unless and until a Responsible Officer has received
written notice thereof from the Company, a Lender or the Administrative Agent. None of the Collateral Agent, the Collateral
Administrator, the Securities Intermediary or the Administrative Agent shall be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents
of any certificate, report or other document or electronic communication delivered hereunder or in connection herewith, (iii)
the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or any other
Loan Document, (iv) the validity, enforceability, effectiveness, genuineness, value or sufficiency of this Agreement, any
other agreement, instrument or document or the Collateral, or (v) the satisfaction of any condition set forth herein or any
other Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent, the Collateral
Administrator or the Securities Intermediary, as applicable. None of the Collateral Agent, the Collateral Administrator, the
Securities Intermediary or the Administrative Agent shall be required to risk or expend its own funds in connection with the
performance of its obligations hereunder if it reasonably believes it will not receive reimbursement therefor hereunder.


 






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Each Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, direction,
opinion, document or other writing reasonably believed by it to be genuine and to have been signed or sent by the proper Person.
Each Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to be made by the proper
Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for
the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken
by it in accordance with the advice of any such counsel, accountants or experts.


 


In the event the Collateral Agent or
the Collateral Administrator shall receive conflicting instruction from the Administrative Agent and the Required Lenders, the
instruction of the Required Lenders shall govern. Neither the Collateral Administrator nor the Collateral Agent shall have any
duties or obligations under or in respect of any other agreement (including any agreement that may be referenced herein) to which
it is not a party. The grant of any permissive right or power to the Collateral Agent hereunder shall not be construed to impose
a duty to act.


 


It is expressly acknowledged and agreed
that neither the Collateral Administrator nor the Collateral Agent shall be responsible for, and shall not be under any duty to
monitor or determine, the Market Value of any Portfolio Investment, compliance with the Eligibility Criteria or the Concentration
Limitations in any instance, to determine if the conditions of "Deliver" have been satisfied or otherwise to monitor
or determine compliance by any other Person with the requirements of this Agreement.


 


Each of the Collateral Administrator,
the Securities Intermediary and each Agent may perform any and all its duties and exercise its rights and powers by or through
any one or more sub-agents appointed by it. None of the Collateral Administrator, the Securities Intermediary or any Agent shall
be responsible for any misconduct or negligence on the part of any sub-agent or attorney appointed by such Person with due care.
Each of the Collateral Administrator, the Securities Intermediary and each Agent and any such sub-agent may perform any and all
its duties and exercise its rights and powers through their respective Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and its Affiliates (the "Related Parties") for such Agent. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Administrator,
the Securities Intermediary and each Agent and any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent or Collateral Agent,
as the case may be.


 






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Subject to the
appointment and acceptance of a successor as provided in this paragraph, each of the Collateral Administrator, the Collateral
Agent, the Securities Intermediary and the Administrative Agent may resign at any time upon 30 days' (or such shorter period
as the Company may agree) notice to each other agent, the Lenders, the Portfolio Manager, the Securities Intermediary and the
Company. Upon any such resignation, the Required Lenders (with, so long as no Event of Default has occurred and is continuing
or no Market Value Event has occurred, the consent of the Company and the Portfolio Manager) shall have the right to appoint
a successor; provided, however, that any such successor receiving payment from the Company shall be a "U.S.
person" and a "financial institution" within the meaning of Treasury Regulations Section 1.1441-1. If no
successor shall have been so appointed by the Required Lenders, consented to by the Company and the Portfolio Manager (if
applicable) and accepted such appointment within thirty (30) days after the retiring Collateral Administrator, Collateral
Agent, Securities Intermediary or Administrative Agent, as applicable, gives notice of its resignation, then the
Administrative Agent may, on behalf of the Lenders and without the consent of the Company or the Portfolio Manager, appoint a
successor which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial
institution; provided, however, that any such successor receiving payment from the Company shall be a "U.S.
person" and a "financial institution" within the meaning of Treasury Regulations Section 1.1441-1. If no
successor shall have been so appointed by the Administrative Agent and shall have accepted such appointment within sixty (60)
days after the retiring Agent, Collateral Administrator or Securities Intermediary gives notice of its resignation, such
Agent, Collateral Administrator or Securities Intermediary may petition a court of competent jurisdiction for the appointment
of a successor; provided, however, that any such successor receiving payment from the Company shall be a "U.S.
person" and a "financial institution" within the meaning of Treasury Regulations Section 1.1441-1. Upon the
acceptance of its appointment as Collateral Administrator, Securities Intermediary, Administrative Agent or Collateral Agent,
as the case may be, hereunder (and, if applicable, under the Account Control Agreement) by a successor, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Collateral
Administrator or Securities Intermediary, as applicable, hereunder and under the Account Control Agreement, and the retiring
Agent, Collateral Administrator or Securities Intermediary, as applicable, shall be discharged from its duties and
obligations hereunder and under the Account Control Agreement. After the retiring Agent's, Collateral Administrator's or
Securities Intermediary's, as applicable, resignation hereunder, the provisions of this Article and Sections 5.03 and 10.04
shall continue in effect for the benefit of such retiring Agent, Collateral Administrator or Securities Intermediary, as
applicable, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any
of them while it was acting as Collateral Administrator, Securities Intermediary, Administrative Agent or Collateral Agent,
as the case may be.


 


Subject to the appointment and
acceptance of a successor as provided in this paragraph, each of the Collateral Administrator, the Collateral Agent and the
Securities Intermediary may be removed at any time with 30 days' (or such shorter period as the Administrative Agent may
agree in its sole discretion) notice by the Company (with the written consent of the Administrative Agent), with notice to
the Collateral Administrator, the Collateral Agent, the Securities Intermediary, the Lenders and the Portfolio Manager (which
removal of the Collateral Agent or the Securities Intermediary will also be effective as removal under the Account Control
Agreement). Upon any such removal, the Company shall have the right (with the written consent of the Administrative Agent) to
appoint a successor to the Collateral Agent, the Collateral Administrator and/or the Securities Intermediary, as applicable.
If no successor to any such Person shall have been so appointed by the Company and shall have accepted such appointment
within thirty (30) days after such notice of removal, then the Administrative Agent may appoint a successor which shall be a
financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no
successor shall have been so appointed and shall have accepted such appointment within sixty (60) days after the retiring
Agent, Collateral Administrator or Securities Intermediary gives notice of its resignation, such Agent, Collateral
Administrator or Securities Intermediary may petition a court of competent jurisdiction for the appointment of a successor.
Upon the acceptance of its appointment as Collateral Administrator, Securities Intermediary or Collateral Agent, as the case
may be, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges
and duties of the removed Collateral Agent, Collateral Administrator and/or Securities Intermediary hereunder and under the
Account Control Agreement, and the removed Collateral Agent, Collateral Administrator and/or Securities Intermediary shall be
discharged from its duties and obligations hereunder (and, if applicable, under the Account Control Agreement). After the
removed Collateral Agent's, Collateral Administrator's and/or Securities Intermediary's removal hereunder, the provisions of
this Article and Sections 5.03 and 10.04 shall continue in effect for the benefit of such removed Collateral Agent,
Collateral Administrator and/or Securities Intermediary, its sub-agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while it was acting as Collateral Administrator, Securities
Intermediary or Collateral Agent, as the case may be.


 






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Upon the request of the Company or the
Administrative Agent or the successor Agent, Collateral Administrator or Securities Intermediary, any such retiring or removed
Agent, Collateral Administrator or Securities Intermediary shall, upon payment of its charges then unpaid, execute and deliver
an instrument transferring to such successor party all the rights, powers and trusts of the retiring or removed Agent, Collateral
Administrator or Securities Intermediary, and shall duly assign, transfer and deliver to such successor agent all property and
money held by such retiring or removed Agent, Collateral Administrator or Securities Intermediary hereunder (and under the Account
Control Agreement, if applicable). Upon request of any such successor, the Company and the Administrative Agent shall execute any
and all instruments for more fully and certainly vesting in and confirming to such successor agent all such rights, powers and
trusts.


 


Notwithstanding anything to
the contrary contained herein or in any other Loan Document, any corporation into which the Collateral Agent, the Securities Intermediary
or 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 Agent, the Securities Intermediary or the Collateral Administrator
shall be a party, or any corporation succeeding to the business of the Collateral Agent, the Securities Intermediary or the Collateral
Administrator shall be the successor of the Collateral Agent, the Securities Intermediary or the Collateral Administrator hereunder
(and, if applicable, under the Account Control Agreement) without the execution or filing of any paper with any Person or any further
act on the part of any Person.


 


Each Lender acknowledges that it has,
independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will,
independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder.


 


Anything in this Agreement notwithstanding,
in no event shall any Agent, the Collateral Administrator or the Securities Intermediary be liable for special, punitive, indirect
or consequential loss or damage of any kind whatsoever (including lost profits), even if such Agent, the Collateral Administrator
or the Securities Intermediary, as the case may be, has been advised of such loss or damage and regardless of the form of action.


 


Each Agent and the Collateral Administrator
shall not be liable for any error of judgment made in good faith by an officer or officers of such Agent or the Collateral Administrator,
unless it shall be conclusively determined by a court of competent jurisdiction that such Agent or the Collateral Administrator
was grossly negligent in ascertaining the pertinent facts.


 






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Each Agent and the Collateral
Administrator shall not be responsible for the accuracy or content of any certificate, statement, direction or opinion furnished
to it in connection with this Agreement.


 


Each Agent and the Collateral
Administrator shall not be bound to make any investigation into the facts stated in any resolution, certificate, statement, instrument,
opinion, report, consent, order, approval, bond or other document or electronic communication or have any responsibility for filing
or recording any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection
of any security interest or lien granted to it hereunder.


 


In the absence of gross negligence, willful
misconduct or bad faith on the part of the Agents, the Agents may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any request, instruction, certificate, opinion or other document or electronic
communication furnished to the Agents, reasonably believed by the Agents to be genuine and to have been signed or presented by
the proper party or parties and conforming to the requirements of this Agreement but, in the case of a request, instruction, document
or certificate which by any provision hereof is specifically required to be furnished to the Agents, the Agents shall be under
a duty to examine the same in accordance with the requirements of this Agreement to determine that it conforms to the form required
by such provision.


 


No Agent shall be responsible for delays
or failures in performance resulting from acts beyond its control. Such acts include but are not limited to acts of God, strikes,
lockouts, riots and acts of war. In connection with any payment, the Collateral Agent and the Collateral Administrator are entitled
to rely conclusively on any instructions provided to them by the Administrative Agent.


 


The rights, protections and
immunities given to the Collateral Agent in this Section 9.01 and 9.02 shall likewise be available and applicable in all respects
to the Securities Intermediary and the Collateral Administrator.


 


SECTION 9.02.Additional
Provisions Relating to the Collateral Agent and the Collateral Administrator


 


(a)       Collateral
Agent May Perform. The Collateral Agent shall from time to time take such action (at the written direction of the Administrative
Agent or the Required Lenders) for the maintenance, preservation or protection of any of the Collateral or of its security interest
therein and the Administrative Agent may direct the Collateral Agent in writing to take any action incidental thereto; provided
that in each case the Collateral Agent shall have no obligation to take any such action in the absence of such direction and
shall have no obligation to comply with any such direction if it reasonably believes that the same (1) is contrary to Applicable
Law or (2) is reasonably likely to subject the Collateral Agent to any loss, liability, cost or expense, unless the Administrative
Agent or the Required Lenders, as the case may be, issuing such instruction make provision reasonably satisfactory to the Collateral
Agent for payment of same (which provision may be payment of such cost or expense by the Company in accordance with the Priority
of Payments if such arrangement is reasonably satisfactory to the Collateral Agent). With respect to other actions which are incidental
to the actions specifically delegated to the Collateral Agent hereunder, the Collateral Agent shall not be required to take any
such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting
or refraining from acting) upon the written direction of the Administrative Agent.


If, in performing its duties
under this Agreement, the Collateral Agent is required to decide between alternative courses of action the Collateral Agent shall
request written instructions from the Administrative Agent as to the course of action desired by it. The Collateral Agent shall
act in


accordance with instructions received after such
five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take action inconsistent
with such instructions. The Collateral Agent shall be entitled to rely on the advice of legal counsel and independent accountants
in performing its duties hereunder and shall be deemed to have acted in good faith if it acts in accordance with such advice.


 






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(b)               
Custody and Preservation. The Collateral Agent is required to hold in custody and preserve any of the Collateral
in its possession pursuant to the terms of this Agreement and the standard of care set forth herein, provided that the
Collateral Agent shall be deemed to have complied with the terms of this Agreement with respect to the custody and preservation
of any of the Collateral if it takes such action for that purpose as the Company reasonably requests (or, following the occurrence
of a Market Value Event or following the occurrence and during the continuance of an Event of Default, as the Administrative Agent
reasonably requests), but failure of the Collateral Agent to comply with any such request at any time shall not in itself be deemed
a failure to comply with the terms of this Agreement. The Collateral Agent will not be responsible for filing any financing or
continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting
or maintaining the perfection of any liens thereon.


 


(c)               
Collateral Agent Not Liable. Except to the extent arising from the gross negligence, willful misconduct, criminal
conduct, fraud or reckless disregard of the Collateral Agent, the Collateral Agent shall not be liable by reason of its compliance
with the terms of this Agreement with respect to (1) the investment of funds held thereunder in Eligible Investments (other than
for losses attributable to the Collateral Agent's failure to make payments on investments issued by the Collateral Agent, in its
commercial capacity as principal obligor and not as collateral agent, in accordance with their terms) or (2) losses incurred as
a result of the liquidation of any Eligible Investment prior to its stated maturity. It is expressly agreed and acknowledged that
the Collateral Agent is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto
or any parties to the Portfolio Investments or other Collateral.


 


(d)               
Certain Rights and Obligations of the Collateral Agent. Without further consent or authorization from any Lenders,
the Collateral Agent may execute any documents or instruments necessary to release any lien encumbering any item of Collateral
that is the subject of a sale or other disposition of assets permitted by this Agreement or as otherwise permitted or required
hereunder or to which the Required Lenders have otherwise consented. Anything contained herein to the contrary notwithstanding,
in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale, any Agent
or Lender may be the purchaser of any or all of such Collateral at any such sale and the Collateral Agent, as agent for and representative
of the Lenders (but not any Lender in its individual capacity unless the Required Lenders shall otherwise agree), shall be entitled,
for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any
Collateral payable by the purchaser at such sale.


 


(e)               
Collateral Agent, Securities Intermediary and Collateral Administrator Fees and Expenses. The Company agrees to
pay to the Collateral Agent, the Securities Intermediary and the Collateral Administrator such fees as the Administrative Agent,
the Collateral Agent, the Securities Intermediary, the Collateral Administrator and the Portfolio Manager, may agree in writing,
subject to the Priority of Payments. The Company further agrees to pay to the Collateral Agent, the Securities Intermediary and
the Collateral Administrator, or reimburse the Collateral Agent, the Securities Intermediary and the Collateral Administrator
for paying, reasonable and documented out-of-pocket expenses, including attorney's fees, in connection with this Agreement and
the transactions contemplated hereby, subject to the Priority of Payments.


 






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(f)                
 Execution by the Collateral Agent, the Securities Intermediary and the Collateral Administrator. The Collateral
Agent, the Securities Intermediary and the Collateral Administrator are executing this Agreement solely in their capacity as Collateral
Agent, Securities Intermediary and Collateral Administrator, respectively, hereunder and in no event shall have any obligation
to make any Advance, provide any Advance or perform any obligation of the Administrative Agent hereunder.


 


(g)               
Reports by the Collateral Administrator. The Company hereby appoints U.S. Bank National Association as Collateral
Administrator and directs the Collateral Administrator to prepare the reports substantially in the form reasonably agreed by the
Company, the Collateral Administrator and the Administrative Agent. The Company and the Portfolio Manager shall cooperate with
the Collateral Administrator in connection with the preparation of the reports described herein, including calculations relating
to the reports contemplated herein or as otherwise reasonably requested hereunder. Without limiting the generality of the foregoing,
the Portfolio Manager shall supply in a timely fashion any determinations, designations, classifications or selections made by
it relating to a Portfolio Investment, including in connection with the acquisition or disposition thereof, and any information
maintained by it that the Collateral Administrator may from time to time reasonably request with respect to the Portfolio Investment
and reasonably need to complete the reports required to be prepared by the Collateral Administrator hereunder or reasonably required
to permit the Collateral Administrator to perform its obligations hereunder. The Collateral Administrator shall deliver a draft
of each such report to the Portfolio Manager and the Portfolio Manager shall have an opportunity to review, verify and approve
the contents of the aforesaid reports. To the extent any of the information in such reports conflicts with data or calculations
in the records of the Portfolio Manager, the Portfolio Manager shall notify the Collateral Administrator of such discrepancy and
use reasonable efforts to assist the Collateral Administrator in reconciling such discrepancy. Upon reasonable request by the
Collateral Administrator, the Portfolio Manager further agrees to provide to the Collateral Administrator from time to time during
the term of this Agreement, on a timely basis, any information relating to the Portfolio Investments and any proposed purchases,
sales or other dispositions thereof as to enable the Collateral Administrator to perform its duties hereunder.


 


(h)               
Information Provided to Collateral Agent and Collateral Administrator. Without limiting the generality of any terms
of this Section, neither the Collateral Agent nor the Collateral Administrator shall have liability for any failure, inability
or unwillingness on the part of the Portfolio Manager, the Administrative Agent, the Company or the Required Lenders to provide
accurate and complete information on a timely basis to the Collateral Agent or the Collateral Administrator, as applicable, or
otherwise on the part of any such party to comply with the terms of this Agreement, and, absent gross negligence, willful misconduct,
criminal conduct, fraud or reckless disregard of the Collateral Agent or the Collateral Administrator, as applicable, shall have
no liability for any inaccuracy or error in the performance or observance on the Collateral Agent's or Collateral Administrator's,
as applicable, 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.


 






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ARTICLE X


MISCELLANEOUS


 


SECTION 10.01. Non-Petition; Limited
Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Portfolio Manager and
the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not
to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation
of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable
preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions
are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The
Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief),
including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object
to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable
steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability
of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take
any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against
the Company by any Person other than a party hereto.


 


Notwithstanding any other provision of
this Agreement or any other Loan Document, no recourse under any obligation, covenant or agreement of the Company or the Portfolio
Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager,
employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity)
by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly
agreed and understood that this Agreement is solely an obligation of the Company and (with respect to the express obligations of
the Portfolio Manager under the Loan Documents) the Portfolio Manager and that no personal liability whatever shall attach to or
be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio
Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the
obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement or any other Loan Document,
or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such
obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator,
stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration
for the execution of this Agreement.


 


SECTION 10.02. Notices. All notices
and other communications in respect hereof (including, without limitation, any modifications hereof, or requests, waivers or consents
hereunder) to be given or made by a party hereto shall be in writing (including by electronic mail or other electronic messaging
system of .pdf or other similar files) to the other parties hereto at the addresses for notices specified on the Transaction Schedule
(or, as to any such party, at such other address as shall be designated by such party in a notice to each other party hereto).
All such notices and other communications shall be deemed to have been duly given when (a) transmitted by facsimile, (b) personally
delivered, (c) in the case of a mailed notice, upon receipt, or (d) in the case of notices and communications transmitted by electronic
mail or any other electronic messaging system, upon delivery, in each case given or addressed as aforesaid.


 


SECTION 10.03. No Waiver.
No failure on the part of any party hereto to exercise and no delay in exercising, and no course of dealing with respect to, any
right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.


 






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SECTION 10.04. Expenses; Indemnity; Damage Waiver;
Right of Setoff.


 


(a)                The
Company shall pay (1) all fees and reasonable and documented out-of-pocket expenses incurred by the Agents, the Collateral Administrator,
the Securities Intermediary and their Related Parties, including the fees, charges and disbursements of outside counsel for
each Agent, the Collateral Administrator and the Securities Intermediary in connection with the preparation and administration
of this Agreement, the Account Control Agreement or any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be consummated) and (2) all reasonable and documented out-of-pocket
expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and the Lenders, including the fees,
charges and disbursements of outside counsel for each Agent, the Collateral Administrator, the Securities Intermediary and such
other local counsel as required for all of them, in connection herewith, including the enforcement or protection of their rights
in connection with this Agreement and the Account Control Agreement, including their rights under this Section, or in connection
with the Advances provided by them hereunder, including all such reasonable and documented out-of-pocket expenses incurred during
any workout, restructuring or negotiations in respect of such Advances.


 


(b)               
The Company shall indemnify the Agents, the Collateral Administrator, the Securities Intermediary, the Lenders and their
Related Parties (each such Person being called an "Indemnitee"), against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of outside
counsel for each Indemnitee and such other local counsel as required for any Indemnitees, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of (1) the execution or delivery of this Agreement or any agreement or instrument
contemplated thereby, the performance by the parties thereto of their respective obligations or the exercise or enforcement of
the parties thereto of their respective rights or the consummation of the transactions contemplated hereby, (2) any Advance or
the use of the proceeds therefrom, or (3) any actual or prospective claim, litigation, investigation or proceeding relating to
any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto
or is pursuing or defending any such action; provided that such indemnity shall not, as to any Indemnitee, be available
to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee and
its Related Parties or (y) the material noncompliance by the Administrative Agent or Lenders of their respective obligations under
this Agreement (it being understood that this clause (y) shall not be applicable to an Indemnitee that is not a Related Party of
the Administrative Agent or Lender in material noncompliance). This Section 10.04(b) shall not apply with respect to Taxes other
than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Payments under this Section 10.04(b)
to the Administrative Agent, the Lenders or their Related Parties shall be made by the Company to the Administrative Agent for
the account of the applicable recipient.


 


(c)               
To the extent permitted by Applicable Law, neither the Company nor any Indemnitee shall assert, and each hereby waives,
any claim against the Company or any Indemnitee, as applicable, on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Transaction Document or any agreement, instrument or transaction contemplated hereby or thereby, any Advance or the use
of the proceeds thereof; provided, that nothing contained in this sentence shall limit the Company's indemnification obligations
hereunder to the extent that such damages are included in a third party claim in connection with which an Indemnitee is entitled
to indemnification hereunder.


 


(d)                If
an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or
Affiliate to or for the credit or the account of the Company against any of and all the obligations of the Company now or
hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this clause (d)
are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.


 


(e)       This
Section 10.04 shall survive the termination of this Agreement, the repayment of all amounts owing to the Secured Parties hereunder
and, if applicable, the earlier resignation or removal of any Indemnitee.


 






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SECTION 10.05. Amendments.
Subject to Section 3.01(h)(ii), no amendment, modification or waiver in respect of this Agreement will be effective unless in writing
(including, without limitation, a writing evidenced by a facsimile transmission or electronic mail) and executed by each of the
Agents, the Collateral Administrator, the Securities Intermediary, the Required Lenders, the Company and the Portfolio Manager;
provided, however, that any amendment to this Agreement that the Administrative Agent determines in its commercially
reasonable judgment is necessary to effectuate the purposes of Section 1.04 hereof following the occurrence and during the continuance
of an Event of Default or following the occurrence of a Market Value Event and which would not result in an increase or decrease
in the rights, duties or liabilities of the Portfolio Manager or the Company shall not be required to be executed by the Portfolio
Manager or the Company; provided further that the Administrative Agent may waive any of the Eligibility Criteria and the
requirements set forth in Schedule 3 or Schedule 4 in its sole discretion; provided further that none of the Collateral
Agent, the Collateral Administrator or the Securities Intermediary shall be required to execute any amendment that affects its
rights, duties, protections or immunities; provided further that any Material Amendment shall require the prior written
consent of each Lender affected thereby.


 


SECTION 10.06. Successors; Assignments.


 


(a)               
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that the Company may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of the Portfolio Manager, the Administrative Agent and each Lender (and any attempted
assignment or transfer by the Company without such consent shall be null and void) and the Portfolio Manager may not assign or
otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent. Except
as expressly set forth herein, nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person any
legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)               
Subject to the conditions set forth below, any Lender may assign to any other Person, all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Financing Commitment and the Advances at the time owing to
it) with the prior written consent (such consent not to be unreasonably withheld) of the Administrative Agent and, unless an Event
of Default has occurred and is continuing or a Market Value Event shall have occurred, if such assignee is an Ineligible Person,
the Portfolio Manager; provided that no consent of the Administrative Agent or the Portfolio Manager shall be required for
an assignment of any Financing Commitment to an assignee that is a Lender (or any Affiliate thereof) immediately prior to giving
effect to such assignment.


 


Assignments shall be subject
to the following additional conditions: (A) each partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Agreement; and (B) the parties to each assignment shall execute and deliver
to the Administrative Agent an assignment and assumption agreement in form and substance acceptable to the Administrative Agent.


 






    - 75 -


     


    

 


Subject to acceptance and recording thereof
below, from and after the effective date specified in each assignment and assumption the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such assignment and assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such assignment and assumption,
be released from its obligations under this Agreement (and, in the case of an assignment and assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto as a Lender but shall continue
to be entitled to the benefits of Sections 5.03 and 10.04).


The Administrative Agent, acting solely
for this purpose as an agent of the Company, shall maintain at one of its offices a copy of each assignment and assumption delivered
to it and the Register. The entries in the Register shall be conclusive absent manifest error, and the parties hereto shall treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, any Lender and
the Portfolio Manager, at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of a duly completed
assignment and assumption executed by an assigning Lender and an assignee, the Administrative Agent shall accept such assignment
and assumption and record the information contained therein in the Register.


(c)               
Any Lender may sell participations to one or more banks or other entities (a "Lender Participant") in all
or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Financing Commitment
and the Advances owing to it); provided that (1) such Lender's obligations under this Agreement shall remain unchanged,
(2) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (3) the Company,
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 and (4) the sale to a Lender Participant is recorded in the Participant Register. Any agreement
or instrument 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 or instrument may provide that such Lender will not, without the consent of the Lender Participant, agree
to any Material Amendment that affects such Lender Participant.


 


(d)                Each
Lender that sells a participation shall, acting solely for this purpose as an agent of the Company, maintain a register on
which it enters the name and address of each Lender Participant and the principal amounts (and stated interest) of each
Lender Participant's interest in the Advances or other obligations under this Agreement (the "Participant
Register"); provided that no Lender shall have any obligation to disclose all or any portion of the
Participant Register (including the identity of any Lender Participant or any information relating to a Lender Participant's
interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except
to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation
is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or is otherwise required
thereunder. 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. The Company agrees that each
Lender Participant shall be entitled through the Lender granting such participation (and, for the avoidance of doubt, shall
have no direct rights against the Company) to the benefits of Sections 3.01(e) and 3.03 (subject to the requirements and
limitations therein, including the requirements under Section 3.03(f) (it being understood that the documentation required
under Section 3.03(f) shall be delivered to the Lender that sells the participation)) to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such
Lender Participant (A) agrees to be subject to the provisions of Section 3.01(f) relating to replacement of Lenders as if it
were an assignee under paragraph (b) of this Section 10.06 and (B) shall not be entitled to receive any greater payment under
Sections 3.01(e) and 3.03, with respect to any participation, than the Lender that sells the participation would have been
entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that
occurs after the Lender Participant acquired the applicable participation. Each Lender that sells a participation agrees, at
the Company's request and expense, to use reasonable efforts to cooperate with the Company to effectuate the replacement of
Lenders provisions set forth in Section 3.01(f) with respect to any Lender Participant.


 






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SECTION 10.07. Governing Law; Submission to Jurisdiction;
Etc.


 


(a)               
Governing Law. This Agreement will be governed by and construed in accordance with the law of the State of New York.


 


(b)               
Submission to Jurisdiction. Any suit, action or proceedings relating to this Agreement (collectively, "Proceedings")
shall be tried and litigated in the courts of the State of New York and the United States District Court located in the Borough
of Manhattan in New York City. With respect to any Proceedings, each party hereto irrevocably (i) submits to the non-exclusive
jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in
New York City and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in
any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right
to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Agreement
precludes any party hereto from bringing Proceedings to enforce any judgment against any such party arising out of or relating
to this Agreement in the courts of any place where such party or any of its assets may be found or located, nor will the bringing
of such Proceedings in any one or more jurisdictions preclude the bringing of such Proceedings in any other jurisdiction.


 


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


 


SECTION 10.08. Interest Rate Limitation.
Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Advance, together with all
fees, charges and other amounts which are treated as interest on such Advance under Applicable Law (collectively the "Charges"),
shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received
or reserved by the Lender holding such Advance in accordance with Applicable Law, the rate of interest payable in respect of such
Advance hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Advance but were not payable as a result of the
operation of this Section 10.08 shall be cumulated and the interest and Charges payable to such Lender in respect of other Advances
or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon
at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.


 


SECTION 10.09. PATRIOT
Act. Each Lender and Agent that is subject to the requirements of the PATRIOT Act hereby notifies the Company that
pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the
Company, which information includes the name and address of the Company and other information that will allow such Lender or
Agent to identify the Company in accordance with the PATRIOT Act.


 






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SECTION 10.10. Counterparts. This
Agreement may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall
be deemed to be an original as against the party whose signature appears thereon, and all of which shall together constitute one
and the same instrument. This Agreement shall be valid, binding, and enforceable against a party when executed and delivered by
an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied
manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National
Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law,
including any relevant provisions of the UCC (collectively, "Signature Law"), in each case to the extent applicable.
Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity,
legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively
rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic
signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.
For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under
the UCC or other Signature Law due to the character or intended character of the writings.


 


SECTION 10.11. Headings.Article
and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement
and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


SECTION 10.12. Confidentiality.
Each Agent and each Lender agrees to maintain the confidentiality of the Information for a period of two (2) years after
receipt thereof (or, with respect to Information relating to or provided by an obligor in respect of a Portfolio Investment,
for a period commencing upon receipt thereof and ending on the date on which the confidentiality obligations of the Company
with respect to such obligor terminate), except that Information may be disclosed (i) to its and its Affiliates' directors,
officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (ii) to the extent requested by any regulatory authority (including any self-regulatory
authority), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv)
to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder, any sale of Portfolio
Investments by or at the direction of the Administrative Agent pursuant to Section 1.04 hereof or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi)
subject to an agreement containing provisions substantially the same as those of this Section 10.12, to (x) any assignee of
or Participant in (to the extent such Person is permitted to become an assignee or Participant hereunder), or any prospective
assignee of or Participant in, any of its rights or obligations under this Agreement or (y) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to the Company and its obligations, (vii) with
the consent of the Company or (viii) to the extent such Information (x) becomes publicly available other than as a result of
a breach of this Section 10.12 by the delivering party or its Affiliates or (y) becomes available to any Agent or Lender on a
nonconfidential basis from a source other than the Company. Each party's obligations under this Section 10.12 shall survive
the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender,
the termination of the Financing Commitments, and the repayment, satisfaction or discharge of all obligations under any Loan
Document. Any Person required to maintain the confidentiality of Information as provided in this Section 10.12 shall be
considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord its own confidential information.


 






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SECTION 10.13. Acknowledgement
and Consent to Bail-In of EEA Financial Institutions.Notwithstanding anything to the contrary in this Agreement or in any other
agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender
that is an Affected Financial Institution arising under this Agreement may be subject to the Write-Down and Conversion Powers of
the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)   
the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and


 


(b)   
the effects of any Bail-In Action on any such liability, including, if applicable:


 


(1)   
a reduction in full or in part or cancellation of any such liability;


 


(2)   
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial
Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares
or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement;
or


 


(3)   
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of
any applicable Resolution Authority.


 


As used herein:


 


"Affected Financial
Institution" means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


"Bail-In Action"
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of
an Affected Financial Institution.


 


"Bail-In Legislation"
means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and
of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in
the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as
amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of
unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation,
administration or other insolvency proceedings).


 


"EEA Financial Institution"
means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority,
(b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition,
or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or
(b) of this definition and is subject to consolidated supervision with its parent.


 


"EEA Member Country"
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


"EEA Resolution Authority"
means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country
(including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


"EU Bail-In Legislation
Schedule" means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person),
as in effect from time to time.


 


"Resolution Authority"
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


"UK Financial Institution"
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United
Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time)
promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms,
and certain affiliates of such credit institutions or investment firms.


 


"UK Resolution Authority"
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial
Institution.


 


"Write-Down and Conversion
Powers" means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion
powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable
Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial
Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares,
securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect
as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under
that Bail-In Legislation that are related to or ancillary to any of those powers.


 






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


 


	 	BDCA 57TH STREET FUNDING, LLC, as Company
	 	 
	 	 
	 	By	                      
	 	Name:
	 	Title:
	 	 
	 	BUSINESS DEVELOPMENT CORPORATION
    OF AMERICA,
	 	as Portfolio Manager
	 	 
	 	 
	 	By	 
	 	Name:
	 	Title:



 






     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Collateral Agent
	 	 
	 	 
	 	By	                
	 	Name:
	 	Title:
	 	 
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Collateral Administrator
	 	 
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Securities Intermediary
	 	 
	 	 
	 	By 	 
	 	Name:
	 	Title:



 






     


     


    

 


	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent
	 	 
	 	 
	 	By	                  
	 	Name:
	 	Title:
	 	 
	 	The Lenders
	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender
	 	 
	 	 
	 	By	 
	 	Name:
	 	Title:



 






     


     


    

 



 



 





SCHEDULE 1


 


Transaction Schedule


 


	1.	Types of Financing	 	Available Financing Limit
	 	 	 	 
	 	Advances	yes	Prior
    to After the First Commitment Increase Date: U.S.$300,000,000.400,000,000.
    After aany additional
    Commitment Increase Date, if any, U.S.$300,000,000400,000,000
    plus the principal amount of each increase in the Financing Commitment set forth in the applicable Commitment
    Increase Requests up to U.S.$300,000,000200,000,000
    in aggregate Financing Limit after giving effect to all such Commitment Increase Requests
		 	 	
	 	 	 	 
	2. 	Lenders Financing Commitment	 	 
	 	 	 	 
	 	JPMorgan Chase Bank, National
    Association	 	Prior to aAfter
    the First Commitment Increase Date: U.S.$300,000,000400,000,000.
    After aany additional Commitment Increase Date,
    if any, U.S.$300,000,000400,000,000
    plus the principal amount of each increase in the Financing Commitment set forth in the applicable Commitment Increase
    Requests up to U.S.$300,000,000200,000,000
    in aggregate Financing Commitment after giving effect to all such Commitment Increase Requests, in each case, as reduced from
    time to time pursuant to Section 4.07







 


	3.	Scheduled Termination
                                Date:	 	August 28, 2023
                                    (or, upon exercise of the Extension Option, August 28, 2024)



 


	4.	Interest Rates



 


	 	Applicable
    Margin for Advances:	 	With respect
    to interest based on the LIBO Rate, 2.75% per annum (subject to increase in accordance with Section 3.01(b)). With
    respect to interest based on the Base Rate, 2.75% per annum (subject to increase in
accordance with Section 3.01(b)).







 






    


    -2-


    

 


	5.	Account Numbers	 	 
	 	 	 	 
	 	Custodial Account:	 	XXXXX
	 	Interest Collection Account:	 	XXXXX
	 	Principal Collection Account:	 	XXXXX
	 	MV Cure Account:	 	XXXXX
	 	Unfunded Exposure Account:	 	XXXXX
	 	 	 	 
	6.	Market Value Trigger:	 	70.0%
	 	 	 	 
	7.	Market Value Cure Level:	 	60.0%
	 	 	 	 
	8.	Purchases of Restricted Securities	 	 
	 	 	 	 
	 	Notwithstanding anything herein to the contrary, no Portfolio Investment may constitute, at the time of initial purchase, a Restricted Security. As used herein, "Restricted Security" means any security that forms part of a new issue of publicly issued securities (a) with respect to which an Affiliate of any Lender that is a "broker" or a "dealer", within the meaning of the Securities Exchange Act of 1934, participated in the distribution as a member of a selling syndicate or group within 30 days of the proposed purchase by the Company and (b) which the Company proposes to purchase from any such Affiliate of any Lender.




 









    


    -3-


    

 


Addresses for Notices


 


	The
    Company:	 	BDCA
                                         57TH Street Funding, LLC

                                                                                c/o
                                         Benefit Street Partners L.L.C.


9 West
57th Street, Suite 4920

New York, NY 10019

	Attn:
                                         Michael Frick


Telephone: (212) 588-6770


Email: m.frick@benefitstreetpartners.com

  
	 	 	 	 
	The
    Portfolio Manager:	 	Business
                                         Development


Corporation
of America

 c/o Benefit Street Partners L.L.C.


9 West
57th Street, Suite 4920

 New York, NY 10019

  	Attn:
                                         Michael Frick


Telephone: (212) 588-6770


Email: m.frick@benefitstreetpartners.com


	 	 	 	 
	The
    Administrative Agent:	 	JPMorgan
                                         Chase Bank, 

National Association 

c/o JPMorgan Services Inc. 

500 Stanton Christiana Rd.,
                                         3rd Floor


Newark,
Delaware 19713

	Attention: Ryan Hanks

    Telephone: (302) 634-2030
	 	 	 	 
	 	 	 

                                                                                                with
                                         a copy to

                                                                                                 


JPMorgan
Chase Bank,


National
Association


383 Madison
Ave.


New York,
New York 10179

  	Attention:
                                         Louis Cerrotta


Telephone: 212-622-7092


Email: louis.cerrotta@jpmorgan.com


With a copy to: de_custom_business@jpmorgan.com and


brian.m.larocca@jpmorgan.com



	 	 	 	 
	The
    Collateral Agent:	 	U.S.
                                         Bank National Association


One Federal
Street, 

3rd Floor Boston, 

Massachusetts, 02110

  	Attention: Global Corporate
    Trust – BDCA 57TH Street Funding, LLC Email: BDCABostonCustody@usbank.com, with a copy to Stanley.Wong@usbank.com




 


	The Securities 

    Intermediary:	 	U.S. Bank National Association

 One Federal Street, 

3rd Floor
    Boston, 

Massachusetts, 02110	Attention: Global Corporate Trust – BDCA 57TH Street
    Funding, LLC Email: BDCABostonCustody@usbank.com, with a copy to Stanley.Wong@usbank.com


 






    


    -4-


    

 


	The Collateral Administrator:	 	U.S. Bank National Association

                                            One Federal Street, 3rd Floor

                                            Boston, Massachusetts, 02110
	Attention: Global Corporate Trust – BDCA 57TH
    Street Funding, LLC

 Email: BDCABostonCustody@usbank.com, 

with a copy to

 Stanley.Wong@usbank.com


 


	JPMCB:	 	JPMorgan
        Chase Bank,

                                            National
Association 

c/o JPMorgan Services Inc.

                                            500
Stanton Christiana Rd., 3rd Floor

        Newark,
        Delaware 19713

         

        with
        a copy to:

         

        JPMorgan
        Chase Bank,

        National
        Association

        383
        Madison Ave.

        New
        York, New York 10179
	Attention:
        Robert Nichols

        Facsimile: (302) 634-1092

         

         

         

         

         

         

         

         

        Attention:
Louis Cerrotta

Telephone: 212-622-7092

	 	 	 	 
	Each other Lender:	 	The address (or facsimile number or electronic mail address) provided by it to the Administrative
    Agent.	 


 






    


     


    

 





SCHEDULE 2


 


Contents of Notices of Acquisition


 


Each Notice of Acquisition shall include the following information
for the related Portfolio Investment(s):


 


JPMorgan Chase Bank, National Association,


as Administrative Agent


c/o JPMorgan Services Inc.


500 Stanton Christiana Rd., 3rd Floor


Attention: Ryan Hanks


Email: de_custom_business@jpmorgan.com



brian.m.larocca@jpmorgan.com


 


JPMorgan Chase Bank, National Association,


as Administrative Agent


383 Madison Avenue


New York, New York 10179


Attention: Michael Grogan


Email: NA_Private_Financing_Diligence@jpmorgan.com


 


JPMorgan Chase Bank, National Association,


as Lender


c/o JPMorgan Services Inc.


500 Stanton Christiana Rd., 3rd Floor


Newark, Delaware 19713


Attention: Ryan Hanks


 


cc:


 


U.S. Bank National Association, as Collateral Agent and Collateral
Administrator


One Federal Street, 3rd Floor


Boston, Massachusetts 02110


Attention: Global Corporate Trust – BDCA 57TH
Street Funding, LLC





 






    


    -2-


    

 


Ladies and Gentlemen:


 


Reference is hereby made
to the Loan and Security Agreement, dated as of August 28, 2020 (as amended, the "Agreement"), among BDCA 57TH
Street Funding, LLC, as borrower (the "Company"), JPMorgan Chase Bank, National Association, as administrative
agent (the "Administrative Agent"), Business Development Corporation of America, as portfolio manager (the "Portfolio
Manager"), the lenders party thereto and the collateral agent, collateral administrator and securities intermediary party
thereto. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given such terms in
the Agreement.


 


Pursuant to the Agreement, the
Portfolio Manager hereby [requests approval for the Company to acquire][notifies the Administrative Agent of the Company's intention
to acquire] the following Portfolio Investment(s):1


 


	Fund
	Issuer / Obligor
	Jurisdiction
	Identifier (LoanX; CUSIP)
	Requested Notional Amount
	Asset
    Class
	Current Pay (Y/N)
	Syndication Type
	Lien
	Tranche
    Size
	Price
	Spread / Coupon
	Base
    Rate
	LIBOR
    Floor
	Maturity
	Moody's Industry Classification
	LTM EBITDA (In Millions)
	 
	LTM
    Capital Expenditures (in Millions) Leverage Through Tranche (Net)
	Interest Coverage
	Financial
    Covenants
	Security Identifier
	Security Description
	Quantity






 





 



1 Company to complete as applicable.


 






    


    -3-


    

 


To the extent available, we have included
herewith (1) the material underlying instruments (including , in the case of a Loan, the final credit agreement and collateral
and security documents) relating to each such Portfolio Investment, (2) an audited financial statement for the previous most recently
ended three years of the obligor of each such Portfolio Investment, (3) quarterly statements for the previous most recently ended
eight fiscal quarters of the obligor of each such Portfolio Investment, (4) any appraisal or valuation reports conducted by third
parties in connection with the proposed investment by the Company, (5) applicable "proof of existence" details (if requested
by the Administrative Agent), and (6) investment committee memo. The Portfolio Manager acknowledges that it will provide such other
information from time to time reasonably requested by the Administrative Agent.


 


We hereby certify that all
conditions to the Purchase of such Portfolio Investment(s) set forth in Section 1.03 of the Agreement are satisfied.


 


	 	Very truly
    yours,
	 	 
	 	Benefit Street
    Partners L.L.C.,
	 	as Portfolio Manager
	 	 
	 	By	 
	 	Name:
	 	Title:




 






    


     


    

 



 


SCHEDULE 3


Eligibility Criteria


 


		1.	Such obligation is a Senior Secured Loan, a Second Lien Loan or a corporate debt security and
is not a Mezzanine Obligation, a Synthetic Security, a Zero-Coupon Security, a Structured Finance Obligation, a Participation Interest
(other than Initial Portfolio Investments), a Revolving Loan or a letter of credit or an interest therein.



		2.	Such obligation does not require the making of any future advance or payment by the Company to
the issuer thereof or any related counterparty except in connection with a Delayed Funding Term Loan.



		3.	Such obligation is eligible to be entered into by, sold or assigned to the Company and pledged
to the Collateral Agent.



		4.	Such obligation is denominated and payable in U.S. dollars and purchased at a price that is at
least 80% of the par amount of such obligation.



		5.	Such obligation is issued by a company organized in an Eligible Jurisdiction.



		6.	It is an obligation upon which no payments are subject to deduction or withholding for or on
account of any withholding Taxes imposed by any jurisdiction unless the related obligor is required to make "gross-up"
payments that cover the full amount of any such withholding Taxes (subject to customary conditions to such payments which the Company
(or the Portfolio Manager on behalf of the Company) in its good faith reasonable judgment expects to be satisfied).



		7.	Such obligation is not subject to an event of default (as defined in the underlying instruments
for such obligation) in accordance with its terms (including the terms of its underlying instruments after giving effect to any
grace and/or cure period set forth in the related loan agreement or other primary underlying instruments, but not to exceed five
(5) days) and no Indebtedness of the obligor thereon ranking pari passu with or senior to such obligation is in default
with respect to the payment of principal or interest or is subject to any other event of default that would trigger a default under
the related loan agreement or other primary underlying instruments (after giving effect to any grace and/or cure period set forth
in the related loan agreement or other primary underlying instruments, but not to exceed five (5) days) (a "Defaulted Obligation").



		8.	The timely repayment of such obligation is not subject to non-credit-related risk as determined
by the Portfolio Manager in its good faith and reasonable judgment.



		9.	It is not at the time of purchase or commitment to purchase the subject of an offer other than
an offer pursuant to the terms of which the offeror offers to acquire a debt obligation in exchange for consideration consisting
solely of cash in an amount equal to or greater than the full face amount of such debt obligation plus any accrued and unpaid interest.



		10.	Such obligation is not an equity security and does not provide, on the date of acquisition, for
conversion or exchange at any time over its life into an equity security.



		11.	Such obligation provides for periodic payments of interest thereon in cash at least semi-annually.



 






    


    -2-


    

 


		12.	Such obligation will not cause the Company or the pool of Collateral to be required to register
as an investment company under the Investment Company Act of 1940, as amended.



		13.	The Portfolio Investment has been, or substantially concurrently with the acquisition thereof
will be, Delivered to the Collateral Agent.



		14.	In the case of a Portfolio Investment that is a Loan, (i) to the knowledge of the Company and
the Portfolio Manager after reasonable inquiry, the Administrative Agent is an "eligible Assignee" (as such term, or
comparable term, is defined in the documents evidencing such Portfolio Investment) and such Portfolio Investment is otherwise permitted
to be entered into by, sold or assigned to the Administrative Agent and (ii) the Company has delivered to the Collateral Agent
to hold in custody in accordance with this Agreement (to be provided to the Administrative Agent upon written request (including
via email) following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value
Event) an assignment agreement duly executed by the administrative agent (as required to effect an assignment pursuant to such
Underlying Instruments) in respect of such Portfolio Investment, naming the Administrative Agent as assignee; provided that
the preceding clause (ii) shall be applicable with respect to each Portfolio Investment only if the Company or the Portfolio Manager
(or in each case, an affiliate thereof) acts as the administrative agent in respect of such Portfolio Investment; provided further
that with respect of each such Initial Portfolio Investment the Company shall have delivered any documents required under the
preceding clause (ii) by October 12, 2020.



		15.	Following the relevant Trade Date, such Portfolio Investment has not been amended to (a) reduce
the principal amount of such Portfolio Investment, (b) postpone the maturity date or any scheduled prepayment date in respect of
such Portfolio Investment, (c) alter the pro rata allocation or sharing of payments or distributions required by any related underlying
instruments in a manner adverse to the Company, (d) release any material guarantor of such Portfolio Investment from its obligations,
or (e) terminate or release any lien on a material portion of the collateral securing such Portfolio Investment, in each case without
the prior written consent of the Administrative Agent (at the direction of the Required Lenders); provided that this clause
15 shall not be applicable for purposes of Section 1.03 of the Agreement.



 


The following capitalized terms used in this Schedule
3 shall have the meanings set forth below:


 


"Eligible Jurisdictions"
means the United States and any State therein, Canada, the United Kingdom, the Netherlands, France and Luxembourg.


 


"Letter of Credit"
means a facility whereby (i) a fronting bank ("LOC Agent Bank") issues or will issue a letter of credit ("LC")
for or on behalf of a borrower pursuant to an underlying instrument, (ii) if the LC is drawn upon, and the borrower does not reimburse
the LOC Agent Bank, the lender/participant is obligated to fund its portion of the facility and (iii) the LOC Agent Bank passes
on (in whole or in part) the fees and any other amounts it receives for providing the LC to the lender/participant.


 


"Structured Finance
Obligation" means any obligation issued by a special purpose vehicle and secured directly by, referenced to, or representing
ownership of, a pool of receivables or other financial assets of any obligor, including collateralized debt obligations and mortgage-backed
securities.


 






    


    -3-


    

 


 


"Synthetic
Security" means a security or swap transaction, other than a participation interest or a letter of credit, that has payments
associated with either payments of interest on and/or principal of a reference obligation or the credit performance of a reference
obligation.


 


"Zero-Coupon Security"
means any debt security that by its terms (a) does not bear interest for all or part of the remaining period that it is outstanding
or (b) pays interest only at its stated maturity.


 






     


     


    

 


SCHEDULE
4


Concentration Limitations


 


The "Concentration Limitations"
shall be satisfied on any date of determination if, in the aggregate, the Portfolio Investments (other than any Ineligible Investments)
owned (or in relation to a proposed purchase of a Portfolio Investment, proposed to be owned) by the Company comply with all the
requirements set forth below:


 


		1.	Portfolio Investments issued by a single obligor and its affiliates may not exceed an aggregate
principal balance equal to 4% of the Collateral Principal Amount; provided that Portfolio Investments which are Senior Secured
Loans issued by three (3) obligors and their respective affiliates may each constitute up to an aggregate principal balance equal
to 6% of the Collateral Principal Amount.



		2.	Not more than 1020% of the Collateral Principal Amount may consist of Portfolio Investments
that are Second Lien Loans or a corporate debt security.



		3.	Not less than 9080% of the Collateral Principal Amount may consist of Senior Secured Loans and
cash and Cash Equivalents on deposit in the Principal Collection Account as Principal Proceeds.



		4.	Not more than 20% of the Collateral Principal Amount may consist of Portfolio Investments that
are issued by obligors that belong to the same Moody's Industry Classification; provided that Portfolio Investments that
are issued by obligors that belong to one Moody's Industry Classification may constitute up to 30% of the Collateral Principal
Amount. As used herein, "Moody's Industry Classifications" means the industry classifications set forth in Schedule
6 hereto, as such industry classifications shall be updated at the option of the Portfolio Manager (with the consent of the Administrative
Agent) if Moody's publishes revised industry classifications.



		5.	The Unfunded Exposure Amount shall not exceed 5% of the Collateral Principal
Amount.



 






     


     


    

 


SCHEDULE
5


Initial Portfolio Investments


 


	Security Code	Issuer Group	Instrument	Notional (USD)


 


	FLORIDAFP_TL	Florida Food Products, Inc	TL	22,002,105.00
	GCSERVICES_TL	GC Services	TL	21,623,996.91
	LX180854	AccentCare	2nd Lien	17,795,000.00
	Pivot_TL	PT Network LLC	TL	16,909,495.76
	LX177987	Western Dental	TLB	16,843,434.34
	LX168517	Playcore	2nd Lien	16,134,000.00
	PSKW_TL20	PSKW Intermediate	TL	14,962,500.00
	PLANETGROUP_TL	The Planet Group	TL	14,866,295.00
	IDEALTRI_TL	Ideal Tridon	TL	14,201,466.49
	CCW_TL	CCW, LLC	TL	13,362,500.00
	LX166517	Mood Media Corp	TL	13,234,339.13
	LX186049	Kissner Milling Co Ltd	TLB	12,487,500.00
	StAugust_TL	St Augustine	TL	11,941,343.75
	LX149988	Abaco Systems	TL	11,546,940.74
	LX153144	Northstar Travel	TL	11,297,590.36
	MSC_TL	Material Sciences Corp	TL	10,991,112.73
	LX179874	PlayPower	TL	10,867,741.98
	LX172015	Carlisle Foods	2nd Lien	10,719,000.00
	LX174890	Spring Education	2nd Lien	10,122,000.00
	Tillamook_TL	Tillamook Country Smoker	TL	9,936,680.00
	LX181212	Reddy Ice Corp	TL	9,720,810.00
	Mobility_TL	MobilityWorks	TL	9,602,896.90
	LX157025	Drive DeVilbiss	TL	9,520,484.41
	Midwest_TL20	Midwest Can	TL	8,797,635.00
	REDRIVER_TL	Red River Technology	TL	8,550,040.00
	Questex_TL	Questex	TL	7,953,828.75
	MuthMirror_TL	Muth Mirror Systems, LLC	TL	7,809,130.00
	LX169351	American Beacon Advisors	2nd Lien	7,758,000.00
	LX164257	Hyland Software	2nd Lien	6,903,963.15
	CORFIN_TL20	Corfin Industries	TL	6,133,128.75
	LX188238	Internap Corp	TL (Second Out)	5,853,914.56
	Miller_TL	Miller Environmental Group	TL	5,760,581.25
	Miller_TL19	Miller Environmental Group	TL	5,268,027.50
	Lionbridge_TL20	Lionbridge Technologies, Inc.	TL	5,146,140.00
	K2_TL	K2 Intelligence	TL	5,125,663.11
	LX182650	Aldevron	TLB	4,673,287.50
	LX182636	CoAdvantage	TL	4,672,193.75
	Coldspring_TL20	Cold Spring Brewing Company	TLB	4,386,767.67
	LX173943	Vertex Aerospace	TLB	4,340,910.00
	LX181313	AMC Situs	TLB	4,221,855.00
	LX181928	Kaman Distribution Corp	TL	3,890,360.00
	ASC_TL	American Safety Council	TL	3,507,500.00


 






    


    -2-


    

 


	LX182113	Shields Health Solutions	TLB	3,463,825.00
	LX179713	Arch Global Precision LLC	TL	3,277,644.91
	Magnitude_TL	Magnitude Software	TL	3,051,675.00
	LX186193	Aptos	TLB	2,875,692.50
	LX175307	Veritext	TL	2,474,825.38
	Olaplex_TL	Olaplex	TL	2,450,250.00
	LX145294	National Technical Systems, Inc	TL	2,238,166.94
	ICR_TL	ICR, LLC	TL	2,232,636.15
	LX165895	Cirque Du Soleil	TL	1,989,795.92
	LX175997	Kymera International	TLB	1,881,564.11
	LX174558	Mitel Networks	2nd Lien	1,500,000.00
	Miller_DDTL19	Miller Environmental Group	DDTL	565,500.00
	Childrens_TL	Children's Dental	TL	531,044.52
	IDEALTRI_TL19	Ideal Tridon	TL	416,295.00
	Labrie_TL	Labrie Environmental Group	TL	22,866,000.00


 






     


     


    

 


SCHEDULE 6


 


	Moody's Industry Classifications
	Industry Code Description
	1 Aerospace & Defense
	2 Automotive
	3 Banking, Finance, Insurance & Real Estate
	4 Beverage, Food & Tobacco
	5 Capital Equipment
	6 Chemicals, Plastics & Rubber
	7 Construction & Building
	8 Consumer goods: Durable
	9 Consumer goods: Non-durable
	10 Containers, Packaging & Glass
	11 Energy: Electricity
	12 Energy: Oil & Gas
	13 Environmental Industries
	14 Forest Products & Paper
	15 Healthcare & Pharmaceuticals
	16 High Tech Industries
	17 Hotel, Gaming & Leisure
	18 Media: Advertising, Printing & Publishing
	19 Media: Broadcasting & Subscription
	20 Media: Diversified & Production
	21 Metals & Mining
	22 Retail
	23 Services: Business
	24 Services: Consumer
	25 Sovereign & Public Finance
	26 Telecommunications
	27 Transportation: Cargo
	28 Transportation: Consumer
	29 Utilities: Electric
	30 Utilities: Oil & Gas
	31 Utilities: Water
	32 Wholesale




 






     


     


    

 


SCHEDULE 7


 


Ineligible Persons


 


None


 






     


     


    

 


EXHIBIT A


Form of Request for Advance


 


JPMorgan Chase Bank, National Association,


as Administrative Agent


c/o JPMorgan Services Inc.


500 Stanton Christiana Rd., 3rd Floor


Attention: Ryan Hanks


 


JPMorgan Chase Bank, National Association,


as Administrative Agent


383 Madison Avenue


New York, New York 10179


Attention: Louis Cerrotta


Email: louis.cerrotta@jpmorgan.com


de_custom_business@jpmorgan.com


brian.m.larocca@jpmorgan.com


 


JPMorgan Chase Bank, National Association,


as Lender


c/o JPMorgan Services Inc.


500 Stanton Christiana Rd., 3rd Floor


Newark, Delaware 19713


Attention: Robert Nichols


 


cc:


 


U.S. Bank National Association, as Collateral Agent
and Collateral Administrator


One Federal Street, 3rd Floor


Boston, Massachusetts 02110


Attention: Global Corporate Trust – BDCA 57TH
Street Funding, LLC


 


Ladies and Gentlemen:


 


Reference is hereby made to the
Loan and Security Agreement, dated as of August 28, 2020 (as amended, the "Agreement"), among BDCA 57TH
Street Funding, LLC, as borrower (the "Company"), JPMorgan Chase Bank, National Association, as administrative
agent (the "Administrative Agent"), Business Development Corporation of America, as portfolio manager (the "Portfolio
Manager"), the lenders party thereto, and the collateral agent, collateral administrator and securities intermediary party
thereto. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given such terms in
the Agreement.


 


Pursuant to the Agreement, you
are hereby notified of the following:


 


(1)       The
Company hereby requests an Advance under Section 2.03 of the Agreement to be funded on [          ].


 






    


    -2-


    

 


(2)         
The aggregate amount of the Advance requested hereby is U.S.$[].2


 


(3)         
The proposed purchases (if any) relating to this request are as follows:


 


	Security	Par	Price	Purchased Interest (if any)




 


We hereby certify that all conditions
[to the Purchase of such Portfolio Investment(s) set forth in Section 1.03 of the Agreement and] to an Advance set forth in Section
2.05 of the Agreement have been satisfied or waived as of the [related Trade Date (and shall be satisfied or waived as of the related
Settlement Date) and] Advance date[, as applicable].


 


		Very truly yours,
		 	 
		BDCA 57TH Street Funding, LLC



 


		By	






		Name:
		Title:



 





 






2
Note: The requested Advance shall be in an amount such that, after giving effect thereto and the related purchase of the
applicable Portfolio Investment(s) (if any), the Borrowing Base Test is satisfied.