EXHIBIT 10.1


Corporate Capital Trust, Inc. - 8-K





EXECUTION COPY


 


 



 


LOAN AND SECURITY AGREEMENT


 


dated as of


 


November 29, 2016


 


among


 


CCT SE I LLC


 


The Lenders Party Hereto


 


The Collateral Administrator, Collateral
Agent and Intermediary Party Hereto


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,


 


as Administrative Agent


 


and


 


CORPORATE CAPITAL TRUST, INC.,

as Portfolio Manager


 


 



 






     


     


    

 


Table of Contents


 





	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE I
	THE PORTFOLIO INVESTMENTS
	 
	SECTION 1.01.	 	Purchases of Portfolio Investments	 	21
	SECTION 1.02.	 	Procedures for Purchases and Related Advances	 	21
	SECTION 1.03.	 	Conditions to Purchases and Advances	 	21
	SECTION 1.04.	 	Sales of Portfolio Investments	 	22
	SECTION 1.05.	 	Certain Assumptions relating to Portfolio Investments	 	24
	SECTION 1.06.	 	Valuation of Permitted Non-USD Currency Assets	 	24
	 	 	 	 	 
	ARTICLE II
	THE AdvanceS
	 
	SECTION 2.01.	 	Financing Commitments	 	24
	SECTION 2.02.	 	[Reserved]	 	25
	SECTION 2.03.	 	Advances; Use of Proceeds	 	25
	SECTION 2.04.	 	Other Conditions to Advances	 	26
	 
	ARTICLE III
	ADDITIONAL TERMS APPLICABLE TO THE Advances
	 
	SECTION 3.01.	 	The Advances	 	27
	SECTION 3.02.	 	[Reserved]	 	30
	SECTION 3.03.	 	Taxes	 	30
	 	 	 	 	 
	ARTICLE IV
	COLLECTIONS AND PAYMENTS
	 	 	 	 	 
	SECTION 4.01.	 	Interest Proceeds	 	34
	SECTION 4.02.	 	Principal Proceeds	 	34
	SECTION 4.03.	 	Principal and Interest Payments; Prepayments; Commitment Fee	 	35
	SECTION 4.04.	 	Market Value Cure Account	 	37
	SECTION 4.05.	 	Priority of Payments	 	37
	SECTION 4.06.	 	Payments Generally	 	38
	SECTION 4.07.	 	Termination or Reduction of Financing Commitments	 	38
	 	 	 	 	 
	ARTICLE V
	THE PORTFOLIO MANAGER
	 	 	 	 	 
	SECTION 5.01.	 	Appointment and Duties of the Portfolio Manager	 	39
	SECTION 5.02.	 	Portfolio Manager Representations as to Eligibility Criteria; Etc.	 	40
	SECTION 5.03.	 	Indemnification	 	40
	 	 	 	 	 
	ARTICLE VI
	REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	 	 	 
	SECTION 6.01.	 	Representations and Warranties	 	40


 






     


     


    

 


- ii -


 


	SECTION 6.02.	 	Covenants of the Company and the Portfolio Manager	 	44
	SECTION 6.03.	 	Amendments of Portfolio Investments, Etc.	 	49
	 	 	 	 	 
	ARTICLE VII
	EVENTS OF DEFAULT
	 	 	 	 	 
	ARTICLE VIII
	ACCOUNTS; COLLATERAL SECURITY
	 	 	 	 	 
	SECTION 8.01.	 	The Accounts; Agreement as to Control	 	52
	SECTION 8.02.	 	Collateral Security; Pledge; Delivery	 	55
	 	 	 	 	 
	ARTICLE IX
	THE AGENTS
	 	 	 	 	 
	SECTION 9.01.	 	Appointment of Administrative Agent and Collateral Agent	 	57
	SECTION 9.02.	 	Additional Provisions Relating to the Collateral Agent and the Collateral Administrator	 	60
	 
	ARTICLE X
	MISCELLANEOUS
	 	 	 	 	 
	SECTION 10.01.	 	Non-Petition; Limited Recourse	 	62
	SECTION 10.02.	 	Notices	 	63
	SECTION 10.03.	 	No Waiver	 	63
	SECTION 10.04.	 	Expenses; Indemnity; Damage Waiver; Right of Setoff	 	63
	SECTION 10.05.	 	Amendments	 	64
	SECTION 10.06.	 	Successors; Assignments	 	65
	SECTION 10.07.	 	Governing Law; Submission to Jurisdiction; Etc.	 	67
	SECTION 10.08.	 	Interest Rate Limitation	 	67
	SECTION 10.09.	 	PATRIOT Act	 	68
	SECTION 10.10.	 	Counterparts	 	68
	SECTION 10.11.	 	Headings	 	68
	SECTION 10.12.	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	 	68







	 	 
	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
	 	 
	Exhibits
	 	 
	Exhibit A	Form of Request for Advance
	Exhibit B	Form of Reports







 






     


     


    

 





LOAN AND SECURITY AGREEMENT dated as
of November 29, 2016 (this “Agreement”) among CCT SE I LLC, as borrower (the “Company”);
CORPORATE CAPITAL TRUST, INC. (the “Portfolio Manager”); the Lenders party hereto; STATE STREET BANK AND TRUST
COMPANY, in its capacity as collateral agent (in such capacity, the “Collateral Agent”); STATE STREET BANK AND
TRUST COMPANY, in its capacity as collateral administrator (in such capacity, the “Collateral Administrator”);
STATE STREET BANK AND TRUST COMPANY, in its capacity as securities intermediary (in such capacity, the “Securities Intermediary”)
and as bank (in such capacity, the “Bank” and, together with the Securities Intermediary in such respective capacities,
the “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 corporate 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 Sale and Contribution Agreement (the “Sale Agreement”), dated on or about the date hereof, between the
Company and Corporate Capital Trust, Inc. (in such capacity, the “Seller”), pursuant to which the Company shall
from time to time acquire Portfolio Investments from the Seller.


 


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


 


“Accordion Date” means
any Business Day on which the Administrative Agent (in its sole discretion) approves in writing (which may be by email) an Accordion
Option Request.


 


“Accordion Option” means,
on any date prior to the termination of the Reinvestment Period on which the aggregate outstanding principal amount of the Advances
is at least equal to U.S.$300,000,000, the option of the Company to request in writing (which may be by email) (each an “Accordion
Option Request”) from the Administrative Agent and the Lenders an increase of the Financing Commitments to up to U.S.$400,000,000;
provided that the amount of each Accordion Option Request shall be not less than U.S.$25,000,000.


 


“Accounts” has the meaning
set forth in Section 8.01(a).


 


“Additional Payment 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.


 






     


     


    

 


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“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, with respect to the Company, include the obligors under any Portfolio Investment. 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, MA).


 


“Agreement” has the meaning
set forth in the introductory paragraph hereto.


 


“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.


 


“AUD” means Australian
dollars.


 


“Base Rate” means, for
any day, a rate per annum equal to the greatest 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.


 


“Borrower” means Corporate
Capital Trust, Inc., in its capacity as borrower under the Parent Credit Agreement.


 


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


 


	Net Advance	≤  AR
	Net Asset Value







 


Where:


 


AR = 60%.


 






     


     


    

 


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“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, (i) with respect to any LIBOR related provisions herein or the payment, calculation or
conversion of amounts denominated in GBP, “Business Day” shall be deemed to exclude any day on which banks are required
or authorized to be closed in London, England, (ii) with respect to any provisions herein relating to the calculation or conversion
of amounts denominated in Euros, “Business Day” shall be deemed to exclude any day on which banks are required or authorized
to be closed in London, England or which is not a TARGET2 Settlement Day, (iii) with respect to the calculation or conversion of
amounts denominated in AUD, “Business Day” shall be deemed to exclude any day on which banks are required or authorized
to be closed in Sydney, Australia and (iv) with respect to any provisions herein relating to the calculation or conversion of amounts
denominated in CAD, , “Business Day” shall be deemed to exclude any day on which banks are required or authorized to
be closed in Toronto, Canada.


 


“CAD” means Canadian dollars.


 


“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 15th calendar day of November, February, May or August, the period from and
including the related Calculation Period Start Date to but excluding the Maturity Date).


 


“Calculation Period Start Date”
means the 30th calendar day of November, February, May and August of each year (or, if any such date is not a Business Day, the
immediately succeeding Business Day), commencing in November 2016.


 


“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.


 






     


     


    

 


- 4 -


 


“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.


 


“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 or (B) CNL Fund Advisors Company or its Affiliates shall cease to be the investment advisor of
the Parent.


 


“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 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, including the funded and unfunded balance
on any Delayed Funding Term Loan or Revolving Loan, as of such date plus (B) the amounts on deposit in the Accounts (including
cash and Eligible Investments) representing Principal Proceeds as of such date minus (C) the aggregate principal balance
of all Ineligible Investments as of such date.


 


“Collection Account” has
the meaning set forth in Section 8.01(a).


 


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


 


“Concentration Limitation Excess”
means, on any date of determination, without duplication, all or the portion of the principal amount of any Portfolio 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 excess that includes all or a portion of a Delayed Funding Term Loan or a Revolving 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 or Revolving 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) with the lowest Market Value (as determined by the Administrative Agent in a commercially reasonable manner) shall
make up the Concentration Limitation Excess.


 






     


     


    

 


- 5 -


 


“Concentration Limitations”
has the meaning set forth in Schedule 4.


 


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


 


“Credit Risk Party” has
the meaning set forth in Article VII.


 


“Custodial Account” has
the meaning set forth in Section 8.01(a)


 


“Default” has the meaning
set forth in Section 1.03.


 


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


 


(1)       in
the case of Portfolio Investments and Eligible Investments, by (x) causing the Securities Intermediary to indicate by book entry
that a financial asset comprised thereof has been credited to the applicable Account and (y) causing the Securities Intermediary
to agree 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;


 


(2)       in
the case of each general intangible, by notifying the obligor thereunder of the security interest of the Collateral Agent;


 


(3)       in
the case of Portfolio Investments consisting of instruments (the “New York 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 New York 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 New York Collateral in the State of New York,
and (II) to then authenticate a record acknowledging that it holds possession of such New York Collateral for the benefit of the
Collateral Agent or (B)(I) to authenticate a record acknowledging that it will take possession of such New York Collateral for
the benefit of the Collateral Agent and (II) to then acquire possession of such New York Collateral in the State of New York;


 


(4)       in
the case of any account (and all amounts held therein, including the MV Cure Account and amounts on deposit therein) which constitutes
a “deposit account” under Article 9 of the UCC, by causing the 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; and


 


(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.


 


Notwithstanding clauses (1) and (3) above,
the Company or the Portfolio Manager on its behalf shall ensure that all Portfolio Investments denominated in a Permitted Non-USD
Currency and all proceeds thereof shall be deposited in or credited to a Permitted Non-USD Currency Account.


 






     


     


    

 


- 6 -


 


“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 one or more fixed borrowing dates, and (c) does not permit
the re-borrowing of any amount previously repaid by the obligor thereunder; but any such Loan will be a Delayed Funding Term Loan
only until all commitments by the holders thereof to make advances to the obligor thereon expire or are terminated or reduced to
zero.


 


“Designated Email Notification Address”
means Jonathan.Shafer@cnl.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 Day’s 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 Broker-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 Day’s written notice to
the Administrative Agent, the Collateral Administrator and the Collateral Agent, designate another Independent Broker-Dealer as
the Designated Independent Broker-Dealer.


 


“EBITDA” means, with respect
to the last four full fiscal quarters with respect to any Portfolio Investment, the meaning of “EBITDA”, “Adjusted
EBITDA” or any comparable definition in the underlying instruments for each such Portfolio Investment, and in any case that
“EBITDA”, “Adjusted EBITDA” or such comparable definition is not defined in such underlying instruments,
an amount, for the obligor on such Portfolio Investment and any parent that is obligated pursuant to the underlying instruments
for such Portfolio Investment (determined on a consolidated basis without duplication in accordance with GAAP) equal to earnings
from continuing operations for such period plus (a) interest expense, (b) income taxes, (c) depreciation and amortization
for such four fiscal quarter period (to the extent deducted in determining earnings from continuing operations for such period),
(d) amortization of intangibles (including, but not limited to, goodwill, financing fees and other capitalized costs), other non-cash
charges and organization costs, (e) extraordinary losses in accordance with GAAP, (f) one-time, non-recurring or non-cash charges
consistent with the applicable compliance statements and financial reporting packages provided by such obligor, and (g) any other
item the Portfolio Manager and the Administrative Agent mutually deem to be appropriate; provided that with respect to any
obligor for which four full fiscal quarters of economic data are not available, EBITDA shall be determined for such obligor based
on annualizing the economic data from the reporting periods actually available.


 


“Effective Date” has the
meaning set forth in Section 2.04.


 


“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 or the Parent, as applicable, 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).


 






     


     


    

 


- 7 -


 


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


 


“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 with respect to an applicable interest in a Financing Commitment or Advance 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.


 


“Expense Cap Amount” has
the meaning set forth in Section 4.05(a).


 


“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 correspond 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 weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day,
the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.


 


“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 that is held by such Lender
at such time.


 






     


     


    

 



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8 -


 


“ Financial
Officer” means the president, any senior vice president, chief financial officer, principal accounting officer, chief
accounting officer, treasurer, assistant treasurer, controller or assistant controller of the Company.


 


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


 


“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.


 


“GBP”
means British Pounds.


 


“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 non-contingent 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; (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, lease obligations or similar obligations to repay money of others guaranteed by such Person or for
which such Person acts as surety and other contingent obligations to purchase, to provide funds for payment, to supply funds to
invest in any Person or otherwise to assure a creditor against loss. 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(b).


 


“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
Broker-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, HSBC, JPMorgan, Lloyds, Morgan Stanley, Nomura, The Royal Bank of Scotland, UBS, Wells Fargo and any Affiliate
of any of the foregoing, but in no event including the Company or any Affiliate of the Company.


 






     


     

    

 


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9 -


 


“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.


 


“Initial
Portfolio Investments” means the Portfolio Investments listed in Schedule 5.


 


“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 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, (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.


 


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


 


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


 


“Liabilities”
has the meaning set forth in Section 5.03.


 


“LIBO
Rate” means, for each Calculation Period relating to an Advance, the rate appearing on the Reuters Screen at approximately
11:00 a.m., London time, two (2) Business Days prior to the commencement of such Calculation Period, as the rate for U.S. dollar
deposits with a maturity of three months. If such rate is not available at such time for any reason, then the LIBO Rate for such
Calculation Period shall be equal to the rate that results from interpolating on a linear basis between (a) the rate appearing
on the Reuters Screen for the longest period available that is shorter than three months and (b) the rate appearing on the Reuters
Screen that is the shortest period available that is longer than three months. The LIBO Rate shall be determined by the Administrative
Agent (and notified in writing to the Collateral Administrator and the Portfolio Manager), and such determination shall be conclusive
absent manifest error. Notwithstanding anything in the foregoing to the contrary, if the LIBO Rate as calculated for any purpose
under this Agreement is below zero, the LIBO Rate will be deemed to be zero for such purpose until such time as it exceeds zero
again.


 






     


     

    

 


-
10 -


 


“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.


 


“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 and the Sale Agreement.


 


“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 Senior Secured Loan, Second Lien Loan or U.S. dollar
denominated corporate debt security, the average indicative bid-side price determined by Markit Group Limited, LoanX, Inc. or
TRACE (or, if the Administrative Agent determines in good faith that such bid price is not available or is not indicative of the
actual current market value, the market value of such Senior Secured Loan, Second Lien Loan or corporate debt security 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 bid or valuation set forth below no later than 2:00 p.m. New York City time on the Business
Day immediately following the related date of determination.


 


If
the Portfolio Manager disputes the determination of Market Value with respect to any Portfolio Investment whose Market Value is
not determined by the Administrative Agent using Markit Group Limited, LoanX, Inc. or TRACE, 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 Administrative Agent disputes the determination of Market Value made by
such Nationally Recognized Valuation Provider, the Administrative Agent many engage a valuation provider who provides asset valuation
services for assets similar to the Portfolio Investments, at the expense of the Administrative Agent, to provide a valuation of
the applicable Portfolio Investments and submit evidence of such valuation to the Company and the Portfolio Manager; provided
further that the Market Value of such Portfolio Investment shall be the average of the Market Value provided by Nationally
Recognized Valuation Provider selected by the Portfolio Manager and the Market Value provided by the valuation provider selected
by the Administrative Agent. With respect to any Portfolio Investment whose Market Value is determined by the Administrative Agent
using Markit Group Limited, LoanX, Inc. or TRACE, the Portfolio Manager may, at the expense of the Company, obtain a written executable
bid from an Independent Broker-Dealer for the full principal amount of such Portfolio Investment and submit evidence of such bid
to the Administrative Agent.


 






     


     

    

 


-
11 - 


 


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 (but not earlier than) the Business Day following receipt of notice
of such valuation by the Administrative Agent 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); provided that, on any future date of determination,
the Market Value of any Portfolio Investment determined in accordance with this paragraph may be disputed by the Portfolio Manager
in accordance with and subject to the dispute provision above.


 


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 and (C) the Administrative Agent shall be entitled
to disregard as invalid any bid submitted by the Portfolio Manager from any Independent Broker-Dealer if, in the Administrative
Agent’s good faith judgment: (i) such Independent Broker-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 due to the insolvency of the Independent Broker-Dealer.


 


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 no later than the 5th day of each calendar month or upon the reasonable
request of the Portfolio Manager (but no more frequently than three (3) requests per calendar month). Any notification from the
Administrative Agent to the Company that the events set forth in clause (A)(i) of the definition of the term Market Value Event
have occurred and are continuing shall be accompanied by a written statement showing the then-current Market Value of each Portfolio
Investment.


 


Each
of the Company and the Portfolio Manager acknowledge and agree that (i) all determinations made by the Administrative Agent in
connection with the Market Value of any Portfolio Investment will be made solely for purposes of this Agreement in accordance
with the methodology set forth above, (ii) neither the Administrative Agent nor any of its Affiliates will have any obligation
to provide the same or similar market value quotations or determinations in any other context, including, without limitation,
in connection with any other lending facility provided by the Administrative Agent or any of its Affiliates (or for which any
such person acts in an agency capacity) or any arrangement whereby the Administrative Agent or any of its Affiliates provides
valuation or similar services and (iii) the Administrative Agent and/or any of its Affiliates may value any Portfolio Investment
on its own books and records for any purpose differently than they are valued for any purpose under this Agreement.


 






     


     

    

 


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12 -


 


“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 and the pledge and 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 pledge and 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 and any prepayment
premium payable pursuant to Section 4.03(c)(ii)(B)) 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 the Net Asset
Value exceeds the product of (a) the Market Value Cure Level specified on the Transaction Schedule and (b) the Net Advances; 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 or, if not satisfied immediately prior to such contribution, maintained or improved. For the purposes
of any request for consent of the Administrative Agent pursuant to clause (i) in the immediately preceding sentence, if the Company
notifies the Administrative Agent on the day on which the events set forth in clause (A)(i) of the definition of the term Market
Value Event has occurred and is continuing of its intention to contribute a Portfolio Investment to the Company to cure such event
and requests the related consent thereto, the Administrative Agent shall respond to such request no later than one (1) Business
Day after such notice is received. 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 (or such longer period of time agreed to by the Administrative Agent in its sole discretion)
and, in the case of any other Portfolio Investment, within three (3) Business Days thereof (or such longer period of time agreed
to by the Administrative Agent in its sole discretion). The Portfolio Manager shall use its commercially reasonable efforts to
effect any such assignment within such time period.


 


Each
of the Company and the Portfolio Manager acknowledge and agree that (i) all determinations made by the Administrative Agent in
connection with the Market Value of any Portfolio Investment will be made solely for purposes of this Agreement in accordance
with the methodology set forth above, (ii) neither the Administrative Agent nor any of its Affiliates will have any obligation
to provide the same or similar market value quotations or determinations in any other context, including, without limitation,
in connection with any other lending facility provided by the Administrative Agent or any of its Affiliates (or for which any
such person acts in an agency capacity) or any arrangement whereby the Administrative Agent or any of its Affiliates provides
valuation or similar services and (iii) the Administrative Agent and/or any of its Affiliates may value any Portfolio Investment
on its own books and records for any purpose differently than they are valued for any purpose under this Agreement.


 


“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 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 the events set forth in clause (A)(i) of the definition
of the term Market Value Event and ending at (x) the close of business in New York two (2) Business Days thereafter or (y) such
later date and time as may be agreed to by the Administrative Agent in its sole discretion.


 


“Market
Value Event” means (A) the occurrence of both of the following events (i) the Administrative Agent shall have determined
and notified the Portfolio Manager in writing as of any date that the Net Asset Value does not equal or exceed the product of
(a) the Market Value Trigger specified on the Transaction Schedule and (b) the Net Advances 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; provided that the failure of such sale, contribution or deemed contribution
to settle within the applicable time frame shall not constitute a “Market Value Event” if the Net Asset Value exceeds
the product of (a) the Market Value Cure Level specified on the Transaction Schedule and (b) the Net Advances without giving effect
to such failed sale, contribution or deemed contribution.


 






     


     

    

 


-
13 -


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise,
of the Company, the Seller, or the Portfolio Manager, taken as a whole, (b) the ability of the Company, the 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.


 


“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 or a Second Lien Loan.


 


“Minimum
Funding Amount” means, on any date of determination, the amount set forth in the table below:


 


	Period
    Start Date	Period
    End Date	Minimum
    Funding Amount (U.S.$)
	Effective
    Date	The
    13th day following the Effective Date	0
	The
    14th day following the Effective Date	The
    day prior to the last day of the Ramp-Up Period	120,000,000
	The
    last day of the Ramp-Up Period	The
    last day of the Reinvestment Period	240,000,000


 


“MV
Cure Account” has the meaning set forth in Section 8.01(a).


 






     


     

    

 


-
14 -


 


“Nationally
Recognized Valuation Provider” means (i) Lincoln International LLC (f/k/a Lincoln Partners LLC), (ii) Duff & Phelps
Corp., (iii) Valuation Research Corporation and (iv) Hilco Capital; provided that any independent entity providing professional
asset valuation services may be added to this definition by the Company from time to time with the consent of the Administrative
Agent or added to this definition by the Administrative Agent from time to time with the consent of the Company; provided,
further, that the Administrative Agent may, with the consent of the Company, 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.


 


“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 Accounts (including
cash and Eligible Investments) representing Principal Proceeds.


 


“Net
Asset Value” means, on any date of determination of the sum of (A) the sum, with respect to each Portfolio Investment
(both owned by the Company and in respect of which there is an outstanding Purchase Commitment that has not settled) other than
the unfunded commitment amount of the Delayed Funding Term Loan or a Revolving Loan, of the product 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 be excluded from the calculation of the Net Asset Value and assigned a value of
zero for such purposes.


 


“New
York Collateral” has the meaning set forth in Section 8.02(b).


 


“Non-Call
Period” means the period beginning on, and including, the Effective Date and ending on, but excluding, December 13, 2017.


 


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


 


“NZD”
means New Zealand dollars.


 


“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 from 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, or sold or assigned an interest in
any Advance or Loan Document).


 


“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 any such Taxes that are Other Connection
Taxes imposed with respect to an assignment.


 






     


     

    

 


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15 -


 


“Parent”
means Corporate Capital Trust, Inc.


 


“Parent
Credit Agreement” means that certain Senior Secured Revolving Credit Agreement, dated as of September 4, 2013, among
the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, ING Capital LLC, as syndication agent and the lenders party
thereto, as the same may be amended or modified from time to time.


 


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


 


“Participation
Interest” means a participation interest in a Loan or a debt security.


 


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


 


“Permitted
Distribution” means, on any Business Day, distributions of Interest Proceeds or (during the Reinvestment Period) Principal
Proceeds to the Parent (or other permitted equity holders of the Company); provided that amounts may be distributed pursuant
to this definition only to the extent of available Excess Interest Proceeds and Principal Proceeds and only so long as (i) no
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); provided that, with respect
to any Permitted Distribution consisting of Interest Proceeds only, the “AR” in the definition of the term Borrowing
Base Test will be deemed to be 63.5%, (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 and (v) 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; provided further that the Parent may contribute Portfolio Investments to the
Company in order to enable the Company to satisfy the foregoing conditions.


 


“Permitted
Insurance Company” means each of the entities agreed to among the Company, the Portfolio Manager and the Administrative
Agent in a letter agreement dated as of the date hereof.


 


“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
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) with respect to any collateral underlying
a Portfolio Investment, the Lien in favor of the Company and Liens permitted under the related underlying instruments, (d) as
to agented Portfolio Investments, Liens in favor of the agent on behalf of all the lenders of the related obligor, and (e) Liens
granted pursuant to or by the Loan Documents.


 


“Permitted
Non-USD Currency” means AUD, CAD, GBP, NZD and Euros.


 


“Permitted
Non-USD Currency Accounts” means any account established by the Intermediary in its own name at its designated custodian
in an applicable jurisdiction to hold cash or Portfolio Investments denominated in a Permitted Non-USD Currency for its clients
on an unsegregated basis.


 






     


     

    

 


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16 -


 


“Permitted
Revolver Assignee” means any bank or broker-dealer that has a long-term unsecured debt rating (or substantially similar
rating) of at least “BBB+” (or its equivalent) from at least one nationally recognized statistical rating organization.


 


“Permitted
Tax Distribution” means distributions to the Parent (from the Accounts or otherwise) to the extent required to allow
the Parent to make sufficient distributions to qualify as a regulated investment company, and to otherwise eliminate 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 115% of the amounts that the Company would have been required to distribute
to the Parent to: (i) allow the Company to satisfy the minimum distribution requirements that would be imposed by Section 852(a)
of the Code (or any successor thereto) to maintain its eligibility to be taxed as a regulated investment company for any such
taxable year, (ii) reduce to zero for any such taxable year the Company’s liability for federal income taxes imposed on (x) its
investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto), or (y) its net capital
gain pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero the Company’s liability for
federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto), in the
case of each of (i), (ii) or (iii), calculated assuming that the Company had qualified to be taxed as a regulated investment company
under the Code and (B) amounts may be distributed pursuant to this definition only from Excess Interest Proceeds and so long as
(i) the Borrowing Base Test is satisfied, (ii) the Company gives at least two (2) Business Days prior notice thereof to the Administrative
Agent, the Collateral Agent and the Collateral Administrator, (iii) if any such Permitted Tax Distributions are made after the
occurrence and during the continuance of an Event of Default, the amount of Permitted Tax Distributions made in any 90 calendar
day period shall not exceed U.S.$1,000,000 and (iv) the Company and the Administrative Agent have confirmed in writing (which
may be by email) to the Collateral Agent and the Collateral Administrator that the conditions to a Permitted Tax Distribution
set forth herein are satisfied.


 


“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
Investments” has the meaning set forth in the introductory section of this Agreement.


 


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


 






     


     

    

 


-
17 -


 


“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
Proceeds” means all amounts received with respect to the Portfolio Investments or any other Collateral, and all amounts
otherwise on deposit in the 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, for the avoidance of doubt, by way of a contribution by
the Parent to the Company pursuant to the Sale Agreement.


 


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


 


“Ramp-Up
Period” means the period from and including the Effective Date to, but excluding, May 29, 2017.


 


“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) November 29, 2019, (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.


 


“Required
Lenders” means Lenders with respect to 66 2/3% 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 or the Collateral Administrator, any officer of the Collateral Agent
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 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.


 


“Reuters
Screen” means Reuters Screen LIBOR 01 Page on the Bloomberg Financial Markets Commodities News (or on any successor or
substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those
currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing
quotations of interest rates applicable to U.S. dollar deposits in the London interbank market).


 






     


     

    

 


-
18 -


 


“Revolving
Amount” means, on any date of determination during the Reinvestment Period, the aggregate principal amount of Advances
in excess of the then-current Minimum Funding Amount.


 


“Revolving
Loan” means any Loan (other than a Delayed Funding Term Loan, but including funded and unfunded portions of revolving
credit lines not backed by cash and letter of credit facilities, unfunded commitments under specific facilities and other similar
Loans and investments) that under the underlying instruments relating thereto may require one or more future advances to be made
to the obligor by 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, Sudan, 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 or (c) any Person owned or controlled
by any such Person or Persons described in the foregoing clauses (a) or (b).


 


“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 (i) that is secured by a pledge of collateral, which security interest is validly perfected and
second priority (subject to liens for Taxes or regulatory charges and any other liens permitted under the related underlying instruments
that are reasonable and customary for similar Loans) under Applicable Law (other than a Loan 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
(including based on enterprise value) on or about the time of origination or acquisition by the Company equals or exceeds the
outstanding principal balance thereof plus the aggregate outstanding balances of all other Loans of equal or higher seniority
secured by the same collateral.


 


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


 


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


 


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


 



     


     

    

 


- 19 -


 


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


 


“Senior Secured Loan” means
any interest in a Loan, including any assignment of or participation in or other interest in a Loan, 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
applicable credit agreement that are reasonable for similar Loans, 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, 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 for
Taxes or regulatory charges and any other liens permitted under the related underlying instruments that are reasonable and customary
for similar Loans) 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 (including based on enterprise value) on or about the time of acquisition equals or exceeds
the outstanding principal balance of the Loan plus the aggregate outstanding balances of all other Loans of equal or higher seniority
secured by a first priority Lien over the same collateral. For the avoidance of doubt, debtor-in-possession Loans shall constitute
Senior Secured Loans.


 


“Settlement Date” has the
meaning set forth in Section 1.03.


 


“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.


 


“Specified Matter” means
any Amendment of a Portfolio Investment that (a) reduces the principal amount of such Portfolio Investment, (b) reduces the rate
of interest payable on such Portfolio Investment, (c) postpones the due date of any scheduled payment or distribution in respect
of such Portfolio Investment, (d) alters the pro rata allocation or sharing of payments or distributions required by any related
underlying instrument in a manner adverse to the Company, (e) releases any material guarantor of such Portfolio Investment from
its obligations, (f) terminates or releases any lien on a material portion on the collateral securing such Portfolio Investment,
(g) changes any of the provisions of any such underlying instrument specifying the number or percentage of lenders required to
effect any of the foregoing or (h) materially changes any of the covenants related to the financial condition of the obligor, including,
but not limited to, those related to the ratio of funded indebtedness to EBITDA (or other relevant accounting metric), senior funded
indebtedness to EBITDA (or other relevant accounting metric), interest and fixed charge coverage ratios and minimum EBITDA (or
other relevant accounting metric).


 






     


    	 



    

 


- 20 -


 


“Spot Rate” means,
as of any date of determination, (x) with respect to actual currency exchange between U.S. dollars and AUD, CAD, Euros, GBP
or NZD, the applicable currency-Dollar rate available through State Street Bank and Trust Company’s banking facilities
(or, if State Street Bank and Trust Company has notified the Administrative Agent and the Company that it will no longer
provide such services or if State Street Bank and Trust Company or one of its affiliates is no longer the Collateral Agent,
through such other source agreed to by the Administrative Agent in writing) and (y) with respect to all other purposes
between U.S. dollars and AUD, CAD, Euros, GBP or NZD, the applicable currency-Dollar spot rate that appeared on the Bloomberg
screen for such currency at 5:00 p.m. New York City time on the immediately preceding Business Day. The determination of the
Spot Rate shall be conclusive absent manifest error.


 


“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.


 


“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” has the meaning set
forth in Section 8.01(b).


 


“Unfunded Exposure Account”
has the meaning set forth in Section 8.01(a).


 


“Unfunded Exposure Amount”
means, on any date of determination, with respect to any Delayed Funding Term Loan or Revolving Loan, an amount equal to the aggregate
amount of all unfunded commitments (in the case of unfunded commitments denominated in AUD, CAD, Euro, GBP and NZD, converted to
U.S. dollars at the Spot Rate on such date of determination) associated with such Delayed Funding Term Loan or Revolving Loan,
as applicable; provided that, on the last day of the Reinvestment Period, the Unfunded Exposure Amount of any Revolving
Loan shall be an amount equal to the aggregate amount of all potential future funding commitments with respect thereto.


 


“Unfunded Exposure Shortfall”
means, on any date of determination, an amount equal to the greater of (x) 0 and (y) the aggregate Unfunded Exposure Amount minus
the amounts on deposit in the Unfunded Exposure Account.


 


“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).


 


“Working Capital Revolver”
means a revolving lending facility secured 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 total assets.


 






     


    	 



    

 


- 21 -


 


ARTICLE
I

THE PORTFOLIO INVESTMENTS


 


SECTION 1.01.     Purchases
of Portfolio Investments. On the Effective Date, the Company may acquire the Initial Portfolio Investments from the Seller
pursuant to the Sale Agreement, subject to the conditions specified in this 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”).


 


(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 reasonably request additional
information regarding any proposed Portfolio Investment. The Administrative Agent shall notify the Portfolio Manager and the Company
(including via e-mail or other customary electronic messaging system) 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 any Initial
Portfolio Investment shall be deemed to be approved by the Administrative Agent. 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 and Advances. No Purchase Commitment, Purchase or Advance shall be entered into or made unless each of the following
conditions is satisfied (or waived as provided below) (provided that only clauses (3) and (4) below shall be applicable
to an Advance that does not correspond to any Purchase Commitment or Purchase) as of the date on which such Purchase Commitment
is entered into (such Portfolio Investment’s “Trade Date”) or such Advance would otherwise be made and
(i) such Portfolio Investment shall not be Purchased, and any related Advance or (ii) in the case of clauses (3) and (4) below,
any other Advance shall not be required to be made available to the Company by the Lenders, unless each of the following conditions
is satisfied or waived as of such Trade Date or proposed Advance date, as applicable:


 


(1)          the
information contained in the Notice of Acquisition accurately describes, in all material respects, such Portfolio Investment and,
unless waived by the Administrative Agent, such Portfolio Investment satisfies the eligibility criteria set forth in Schedule 3
(the “Eligibility Criteria”);


 






     


    	 



    

 


- 22 -


 


(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 (i) the Purchase of such Portfolio Investment (if any) and the related Advance (if any) or (ii) any
other Advance hereunder:


 


(w)          the
Borrowing Base Test is satisfied;


 


(x)           the
Concentration Limitations shall be satisfied or, if not satisfied immediately prior to such Purchase Commitment, maintained or
improved;


 


(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 a Purchase, the amount of such Advance (if any) shall be not less than U.S.$2,000,000; provided that the amount
of the initial Advance shall be not less than U.S.$120,000,000.


 


The Administrative Agent, on behalf of the
Lenders, may waive any conditions to a Purchase Commitment, a Purchase or an Advance, as the case may be, specified above in this
Section 1.03 by written notice thereof to the Company, the Collateral Administrator, the Portfolio Manager and the Collateral Agent.


 


If the above conditions to a Purchase Commitment,
a Purchase or an Advance are satisfied or waived, 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) and/or on which any related Advance or other Advance shall
be provided.


 


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 consent
of the Administrative Agent so long as, (x) after giving effect thereto, no Market Value Event has occurred 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, within
two (2) Business Days of any Revolving Loan or 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 Revolving Loan or Delayed Funding
Term Loan and shall pay any amount payable in connection with such sale.


 






     


    	 



    

 


- 23 -


 


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 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 a price of 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 (including
email). 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; and


 


(ii)          direct
the Company to sell such Portfolio Investments to the Designated Independent Broker-Dealer if the Designated Independent Broker-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 Broker-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 Broker-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 Broker-Dealer if, in the Administrative
Agent’s judgment (acting reasonably):


 


(A)         either:


 


(x)          the
Designated Independent Broker-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


 






     


    	 



    

 


- 24 -


 


(y)          the
Designated Independent Broker-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 Broker-Dealer or (y)
the inability, failure or refusal of the Designated Independent Broker-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.


 


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 Intermediary,
the Collateral Agent or any Affiliate of any thereof shall incur any liability to the Company, the Portfolio Manager 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.


 


SECTION 1.06.     Valuation
of Permitted Non-USD Currency Portfolio Investments. For purposes of all valuations and calculations hereunder, the principal
amount and Market Value of all Portfolio Investments and Eligible Investments denominated in a Permitted Non-USD Currency and
proceeds denominated in a Permitted Non-USD Currency on deposit in any Permitted Non-USD Currency Account shall be converted to
U.S. dollars at the Spot Rate in accordance with the definition of such term in consultation with the Administrative Agent on
the applicable date of valuation or calculation, as applicable.


 


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 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 (or, if earlier, the date of termination
of the Financing Commitments pursuant to Article VII).


 






     


    	 



    

 


- 25 -


 


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 and/or an Advance set forth in Section
1.03 as of (i) both the related Trade Date and Settlement Date and/or (ii) the Advance date, as applicable, 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.


 


(c)          Subject
to Section 2.03(e), 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 or Revolving 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.


 


(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 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)          (i)
If the Company receives written notice (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) or becomes actually aware that an Unfunded Exposure Shortfall will occur
on any Business Day (a “Shortfall Determination Date”), the Company may and (with respect to any Unfunded Exposure
Shortfall not funded pursuant to clause (e)(ii) below shall), deposit cash and/or Eligible Investments from other sources into
the Unfunded Exposure Account to satisfy all or a portion of such Unfunded Exposure Shortfall as of such Shortfall Determination
Date no later than the Business Day following the earlier of (x) receipt of such notice or (y) the Company becoming actually aware
of such Unfunded Exposure Shortfall (the “Shortfall Cutoff Date”).


 






     


    	 



    

 


- 26 -


 


(ii)          To
the extent the Company does not deposit cash and/or Eligible Investments into the Unfunded Exposure Account in amount equal to
the Unfunded Exposure Shortfall as of the Shortfall Determination Date by the Shortfall Cutoff Date, the Company shall be deemed
on such Shortfall Cutoff Date to have requested an Advance on the immediately succeeding Business Day, and the Lenders shall, subject
to the satisfaction of Section 1.03(3) through (4)(y) on the date of such request and the date of such Advance, make a corresponding
Advance on such immediately succeeding Business Day (with written notice to the Collateral Administrator by the Administrative
Agent) in accordance with Article III in amount equal to the remaining Unfunded Exposure Shortfall as of such Shortfall Determination
Date (after giving effect to any deposits of cash and/or Eligible Investments in accordance with clause (e)(i) above, if any).
The proceeds of any such Advance shall be deposited into the Unfunded Exposure Account.


 


(iii)         After
giving effect to such Advances and other deposits, the amounts (including cash and Eligible Investments) in the Unfunded Exposure
Account shall at all times equal not less than the Unfunded Exposure Amount.


 


(f)           Without
limitation to clause (e) above, the Company shall not acquire any unfunded commitment under any Revolving Loan or Delayed Funding
Term Loan unless, on a pro forma basis after giving effect to such purchase, the Borrowing Base Test and item 8 of the Concentration
Limitations will each be satisfied.


 


SECTION 2.04.     Other Conditions to
Advances. Notwithstanding anything to the contrary herein, the obligations of the Lenders to make Advances 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):


 


(a)          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.


 


(b)          Loan
Documents. The Administrative Agent (or its counsel) shall have received reasonably satisfactory evidence that the Loan Documents
have been executed and are in full force and effect, and that the initial sales and contributions contemplated by the Sale 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 Parent 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
bankruptcy matters) in writing.


 


(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 Parent, 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 Parent, 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.


 






     


    	 



    

 


- 27 -


 


(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 outside legal fees and expenses) required to be reimbursed or paid by the Company hereunder.


 


(f)           PATRIOT
Act, Etc. To the extent requested by the Administrative Agent or any Lender, the Administrative 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.


 


(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.


 


(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, (ii) a UCC lien search
indicating that there are no effective lien notices or comparable documents that name the Seller as debtor which cover any of the
Portfolio Investments and (iii) such other searches that the Administrative Agent deems necessary or appropriate.


 


(i)           Other
Documents. Such other documents as the Administrative Agent may reasonably require.


 


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 Collection Account. 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. During the Reinvestment Period, the Company may prepay
and reborrow any or all of the Revolving Amount. Except as set forth in the immediately preceding sentence, once drawn, Advances
may not be reborrowed.


 






     


    	 



    

 


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(b)          Interest
on the Advances. 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.


 


(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 a register (the “Register”) in which it shall record (1)
the amount of each Advance made hereunder, (2) the amount of any principal or interest due and payable or to become due and payable
from the Company to each Lender hereunder and (3) 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 the order of such Lender (or, if a registered note is 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, if such promissory note is a registered note, 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.


 


(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) 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 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. For the avoidance
of doubt, no prepayment fee that may otherwise be due hereunder shall be payable to such Lender in connection with any prepayment
under clause (3) above.


 






     


    	 



    

 


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(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;
or


 


(B)          subject
any Lender or the Administrative Agent to any Taxes (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through
(d) of the definition of Excluded Taxes and (z) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments,
or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;


 


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)          A
certificate of a Lender or the Administrative Agent, as the case may be, setting forth the amount or amounts necessary to compensate,
and the basis for such compensation of, such Lender, its holding company or the Administrative Agent, as the case may be, as specified
in paragraph (i) of this Section 3.01(f) 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 days after receipt thereof.


 


(iii)         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.


 


(iv)         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, subject such Lender or the Administrative Agent to any material unreimbursed cost or expense
or would otherwise be 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.


 






     


    	 



    

 


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(v)          If
any Lender (A) provides notice of unlawfulness or requests compensation under clause (e) above, this clause (f) or Section 3.03,
(B) defaults in its obligation to make Advances hereunder or (C) becomes the subject of a Bail-In Action, 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.


 


(vi)         If
any Lender provides notice of unlawfulness or requests compensation under clause (e) above, this clause (f) or Section 3.03, then
such Lender shall (at the request of the Company) use reasonable efforts to designate a different lending office for funding or
booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates
if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to clause
(e), this clause (f) or Section 3.03, as the case may be, in the future and (ii) would not subject such Lender to any cost or expense
not required to be reimbursed by the Company and would not otherwise be disadvantageous to such Lender. The Company hereby agrees
to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


(g)          No
Set-off or counterclaim. 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 shall not be less than the amounts
otherwise specified to be paid under this Agreement, except for Taxes deducted or withheld pursuant to Section 3.03 below.


 


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 requires the deduction
or withholding of any Tax from any such payment by the Company, then the Company 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.


 






     


    	 



    

 


- 31 -


 


(b)          Payment
of Other Taxes by the Company. 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 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).


 


(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.


 






     


    	 



    

 


- 32 -


 


(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 (or any applicable successor form) certifying that such Lender is exempt from U.S. federal backup
withholding tax;


 


(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 or IRS Form W-8BEN-E, as applicable (or any 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;


 


(ii)          an
executed IRS Form W-8ECI (or any applicable successor form);


 


(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 or IRS Form W-8BEN-E, as applicable (or any applicable
successor form); or


 


(iv)         to
the extent a Foreign Lender is not the beneficial owner, an executed IRS Form W-8IMY (or any applicable successor form), accompanied
by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or
other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and
one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender
may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner.


 


(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


 






     


    	 



    

 


- 33 -


 


(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 or
promptly notify the Company and the Administrative Agent in writing of its legal inability to do so.


 


(E)          The
Administrative Agent shall deliver to the Company an electronic copy of an IRS Form W-9 upon becoming a party under this Agreement
and thereafter promptly following any reasonable request by the Company. The Administrative Agent represents to the Company that
it is not subject to backup withholding within the meaning of Section 3406 of the Code, 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 of the Code 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)          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.


 






     


    	 



    

 


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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 Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the
Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account or remitted to
the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Interest Proceeds
received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided
that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD
Currency Account. Interest Proceeds on deposit in the Permitted Non-USD Currency Accounts shall be converted to U.S. dollars at
the Spot Rate no later than two (2) Business Days prior to each Interest Payment Date, each Additional Payment Date and the Maturity
Date and deposited into the Collection Account for application as described above at the written direction of the Company or the
Portfolio Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence
of a Market Value Event, the Administrative Agent).


 


Interest Proceeds deposited into the Collection
Account shall be retained in the 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 U.S. 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.


 


Interest Proceeds on deposit in the 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 Tax Distributions in
accordance with this Agreement.


 


The Portfolio Manager shall notify the Administrative
Agent and the Collateral Agent if the Portfolio Manager reasonably determines in good faith that any amounts in the Collection
Account have been deposited in error or do not otherwise constitute Interest Proceeds, whereupon such amounts on deposit in the
Collection Account may be withdrawn by the Collateral Agent (at the direction of the Company and with written confirmation from
the Administrative Agent (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a
Market Value Event, the Administrative Agent)) on the next succeeding Business Day and remitted to or at the direction of the Company.


 


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 Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection
Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection
Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection
Account all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the
Portfolio Manager; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into
the applicable Permitted Non-USD Currency Account. Principal Proceeds on deposit in the Permitted Non-USD Currency Accounts shall
be converted to U.S. dollars at the Spot Rate no later than two (2) Business Days prior to each Interest Payment Date, each Additional
Payment Date and the Maturity Date and deposited into the Collection Account for application as described above at the written
direction of the Company or the Portfolio Manager on its behalf (or, upon the occurrence and during the continuance of an Event
of Default or upon the occurrence of a Market Value Event, the Administrative Agent).


 






     


    	 



    

 


- 35 -


 


All Principal Proceeds deposited into the
Collection Account shall be retained in the Collection Account and invested at the written direction of the Administrative Agent
in overnight 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.


 


Principal Proceeds on deposit in the 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) to make Permitted Distributions in accordance with this Agreement
or (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, in each case with prior
notice to the Administrative Agent. For the avoidance of doubt, Principal Proceeds received in connection with the sale of any
Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein
at the written direction of the Administrative Agent.


 


The Portfolio Manager shall notify the Administrative
Agent and the Collateral Agent if the Portfolio Manager reasonably determines in good faith that any amounts in the Collection
Account have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the
Collection Account may be withdrawn by the Collateral Agent (at the direction of the Company and with written confirmation from
the Administrative Agent (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a
Market Value Event, the Administrative Agent)) on the next succeeding Business Day and remitted to or at the direction of the Company.


 


SECTION 4.03.     Principal and Interest
Payments; Prepayments; Fees.


 


(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 Accounts
shall be applied to the satisfaction of the Secured Obligations on the Maturity Date and on each Additional Payment 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 Payment Date and on the Maturity
Date in accordance with the Priority of Payments; provided that (i) interest accrued pursuant to the 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 fifth 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 that JPMorgan Chase Bank, National Association ceases to act as Administrative Agent, (B) subject to the
payment of the premium described in clause (ii) below, in connection with a Market Value Cure or (C) subject to the payment of
the premium described in clause (ii) below, during any Calculation Period; provided that the Company may not prepay any
outstanding Advances in excess of the Revolving Amount pursuant to this Section 4.03(c)(i)(C) during the Non-Call Period. 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.$5,000,000. Prepayments shall be
accompanied by accrued and unpaid interest.


 


(ii)          Each
prepayment or commitment reduction (A) pursuant to Section 4.03(c)(i)(C) and Section 4.07(a) that is made (I) after the Non-Call
Period and on or prior to the first anniversary of the end of the Non-Call Period, whether in part or in full, shall be accompanied
by a premium equal to 1.5% of the principal amount of such prepayment or commitment reduction and (II) after the first anniversary
of the end of the Non-Call Period but during the Reinvestment Period, whether in full or in part, shall be accompanied by a premium
equal to 1% of the principal amount of such prepayment or commitment reduction and (B) pursuant to Section 4.03(c)(i)(B) that is
made during the Reinvestment Period, whether in full or in part, shall be accompanied by a premium equal to 1.25% of the principal
amount of such prepayment or commitment reduction and, in each case 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 payable pursuant to clause (A) above shall be payable
with respect to any prepayment (or portion thereof) that does not exceed the Revolving 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 at 1.00% per annum (or, during the Ramp-Up Period, 0.50% per annum) on the average daily unused
amount of the Financing Commitment of such Lender during the period from and including the date of this Agreement to but excluding
the last day of the Reinvestment Period; provided, that if the Financing Commitment of any Lender is reduced as a result
of a Bail-In Action, such Lender’s commitment fee shall be calculated based on its Financing Commitment so reduced. Accrued
commitment fees shall be payable in arrears on each Interest Payment Date, on the Maturity Date, on each Additional 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 for the account of each Lender (i) on the date of this Agreement, an upfront fee
in an aggregate amount equal to U.S.$1,500,000 and (ii) on each Accordion Date, a fee equal to 0.50% on the principal amount of
the Advances made upon the exercise of such Accordion Option. Once paid, such fees or any part thereof shall not be refundable
under any circumstances.


 


(f)           The
Company agrees to pay to the Administrative Agent, for the account of each Lender, an unfunded fee in the amount of the LIBO Rate
for the applicable Calculation period plus the Applicable Margin for Advances on the average daily positive difference (if
any) between the Minimum Funding Amount and the aggregate outstanding principal amount of the Advances during the period from and
including each applicable period start date with respect to the Minimum Funding Amount to but excluding the last day of the Reinvestment
Period. Accrued unfunded fees shall be payable in arrears on each Interest Payment Date, on the Maturity Date, on each Additional
Payment Date and on the date on which the Financing Commitments terminate. All unfunded 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).


 






     


    	 



    

 


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(g)       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(h). Prepayments shall be accompanied by accrued and unpaid interest.


 


SECTION 4.04.     Market Value 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). 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 Payment Date”),
the Collateral Agent shall distribute all amounts in the Collection Account 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 Intermediary hereunder
(including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this clause (i) of U.S.$100,000 on each Interest
Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date,
after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in
the same calendar quarter) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the
commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount
under this clause (ii) of U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the
case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional
Payment Date or Interest Payment Date occurring in the same calendar quarter) (the maximum amounts specified above, collectively,
the “Expense Cap Amount”);


 






     


    	 



    


 


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38 -


 


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


 


(c)       to
pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any
applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Payment Date), principal of the Advances
until the Advances are paid in full;


 


(d)       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 Amounts;


 


(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 Tax Distributions (using Interest Proceeds) directed pursuant to this Agreement;
and


 


(g)       (i)
on any Interest Payment Date, to deposit any remaining amounts in the Collection Account as Principal Proceeds and (ii) on the
Maturity Date and any Additional Payment 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 amounts in any
Permitted Non-USD Currency Account to be disbursed hereunder will be converted into U.S. dollars at the Spot Rate no later than
two (2) Business Days prior to each Interest Payment Date, each Additional Payment Date and the Maturity Date. All interest hereunder
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).


 


SECTION
4.07.          Termination or Reduction of Financing Commitments.


 


(a)       After
the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent), the
Company shall be entitled at its option, subject to the payment of the 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 reduced by the amount of any prepayment of Advances pursuant to Section
4.03(c)(i)(C) during the Reinvestment Period that exceeds the Revolving Amount.


 






    


    


    



















 


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39 -


 


(b)       The
Financing Commitments shall be automatically 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 irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence
of a Market Value Event or 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 hereby appoints the Portfolio Manager as its portfolio
manager under this Agreement and to perform the investment management functions of the Company set forth herein, and the Portfolio
Manager hereby accepts such appointment. For so long as no Market Value Event has occurred and no Event of Default has occurred
and is continuing and subject to Section 1.04, the services to be provided by the Portfolio Manager shall consist of (x) selecting,
purchasing, managing and directing the investment, reinvestment and disposition of Portfolio Investments, delivering Notices of
Acquisition on behalf of and in the name of the Company and (y) acting on behalf of the Company for all other purposes hereof
and the transactions contemplated hereby. The Portfolio Manager agrees to comply with all covenants and restrictions imposed on
the Company herein and in each other Loan Document. The Company hereby irrevocably appoints the Portfolio Manager its true and
lawful agent and attorney-in-fact (with full power of substitution) in its name, place and stead and at its expense, in connection
with the performance of its duties provided for herein. Without limiting the foregoing:


 


(a)       The
Portfolio Manager shall perform its obligations hereunder with reasonable care, using a degree of skill not less than that which
the Portfolio Manager exercises with respect to assets of the nature of the Portfolio Investments that it manages for itself and
others having similar investment objectives and restrictions; and


 


(b)       The
Portfolio Manager shall not (and shall not cause the Company to) take any action that it knows or reasonably should know would
(1) violate the constituent documents of the Company, (2) violate any law, rule or regulation applicable to the Company, (3) require
registration of the Company as an “investment company” under the Investment Company Act of 1940, or (4) in any material
respect, cause the Company to violate the terms of this Agreement, any other Loan Document or any instruments relating to the
Portfolio Investments.


 


The
Portfolio Manager may employ third parties (including its Affiliates) to render advice (including investment advice) and assistance
to the Company and to perform any of the Portfolio Manager’s duties hereunder, provided that the Portfolio Manager
shall not be relieved of any of its duties or liabilities hereunder regardless of the performance of any services by third parties.
For the avoidance of doubt, neither the Administrative Agent nor any Lender shall have the right to remove or replace the Portfolio
Manager as investment adviser or portfolio manager hereunder.


 









    


    


    

 


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40 -


 


SECTION
5.02.           Portfolio Manager Representations as to Eligibility
Criteria; Etc. The Portfolio Manager represents to the other parties hereto that (a) as of the Trade Date and Settlement
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 or, if not satisfied immediately prior to such Purchase, maintained or improved (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. (a) The Portfolio Manager shall
indemnify and hold harmless the Agents and the Lenders and their respective Affiliates, directors, officers, stockholders, partners,
agents and employees (each, an “Indemnified Person”) from and against any and all losses, claims, demands,
damages, and related expenses of any kind, including reasonable and documented out-of-pocket outside legal fees and disbursements
(collectively, “Liabilities”) 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 and (b) the failure of any of
the representations or warranties of the Portfolio Manager set forth herein to be true when made or when deemed made in any material
respect (unless such representation or warranty is subject to a materiality standard by the terms thereof), 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 (i) the gross negligence, fraud, bad faith, willful misconduct or reckless disregard of such Indemnified Person, (ii) a claim
brought against such Indemnified Person for breach of such Indemnified Person’s obligations under this Agreement or the
other Loan Documents or (iii) a claim arising as a result of a dispute between Indemnified Persons (other than (x) any dispute
involving claims against the Administrative Agent or the Lenders, in each case in their respective capacities as such, and (y)
claims arising out of any act or omission by the Portfolio Manager).


 


(b)       The
Portfolio Manager shall not have any liability for making indemnification hereunder to the extent any such indemnification constitutes
recourse for uncollectible or uncollected Portfolio Investments or results from or relates to the performance of one or more Portfolio
Investments or any decision by the Portfolio Manager to acquire or sell or refrain from acquiring or selling a Portfolio Investment
or for special, punitive, indirect, consequential or incidental damages (including but not limited to lost profits).


 


(c)       If
the Portfolio Manager has made any indemnity payments to the Administrative Agent on behalf of an Indemnified Person pursuant
to this Section 5.03 and such Indemnified Party thereafter collects any of such amounts from others, such Indemnified Person will
promptly repay such amounts collected to the Portfolio Manager, without interest.


 


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), (o), (t) through (v) and (aa), 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):


 






    


    


    

 


-
41 -


 


(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 or may become 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
or may become 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, (B) equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered
in a proceeding in equity or at law and (C) implied covenant of good faith and fair dealing);


 


(c)       the
execution, delivery and performance of this Agreement and each other Loan Document to which it is or may become a party and the
consummation of the transactions contemplated herein and therein do not conflict with the provisions of its governing instruments
and, except where such violation would not reasonably be expected to have a Material Adverse Effect, 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 or may become 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;


 


(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) if applicable, the obligation to make future payments under any Delayed Funding Term Loan or Revolving 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;


 






    


    


    

 


-
42 -


 


(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 has complied 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 the Portfolio Investments or 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 actually known to
it 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, industry information or information relating to third parties) 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 actual 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 (or, if not prepared by or under the direction
of the Company, does not omit to state such a fact to the Company’s knowledge);


 


(o)       all
of the conditions to the acquisition of the Portfolio Investments 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; and 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 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;


 


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


 


(r)       the
Company is and will be wholly owned by the Parent, which is a U.S. Person;


 









    


    


    

 


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43 -


 


(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 country or territory named on such lists or which is designated as a “Non-Cooperative Jurisdiction” by the Financial
Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii)
a “Foreign Shell Bank” within the meaning of the 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 with all applicable Sanctions and also in compliance 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, to its knowledge, its directors, members and agents are in compliance with Anti-Corruption
Laws and applicable Sanctions in all material respects. None of (i) the Company or its officers 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 and the Seller, on the one hand,
and the Company, on the other. The Company has good and marketable title to all Portfolio Investments and other Collateral free
of any Liens (other than Permitted Liens and inchoate liens arising by operation of law);


 


(w)       the
Company is not relying on any advice (whether written or oral) of any Lender, Agent or any of their respective Affiliates;


 


(x)       there
are no judgments for Taxes with respect to the Company and no claim is being asserted with respect to the Taxes of the Company;


 


(y)       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 to the extent
(as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC;


 


(z)  
     the Parent (i) is not required to register as an investment company under the Investment Company
Act of 1940, as amended, and (ii) has elected to be treated a business development corporation for purposes of the Investment
Company Act of 1940, as amended;


 


(aa)     the
Portfolio Manager is not required to register as an investment adviser under the Investment Advisers Act of 1940, as amended;


 


(bb)     no
ERISA Event has occurred; and


 






    


    


    

 


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44 -


 


(cc)     all
proceeds of the Advances will be used by the Company only in accordance with the provisions of this Agreement. 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), (g), (k), (o), (r) and (gg), the Portfolio Manager):


 


(a)       shall
at all times: (i) 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) to the extent it is required to have a board of managers,
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, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate
proceedings and in respect of which the Company has established proper reserves on its books in accordance with GAAP; (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) maintain separate financial statements; (ix) pay its own liabilities only
out of its own funds; (x) maintain an arm’s length relationship with the Parent and each of its other Affiliates; (xi) not
hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any
overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices
and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any
other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light
of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own
assets; (xvii) not acquire the obligations or any securities of its Affiliates; (xviii) 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 (xix) 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 Company, shall immediately become the member 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
take all actions consistent with and shall not take any action contrary to the “Facts and Assumptions” sections in
the opinions of Dechert LLP, dated the date hereof, relating to certain true sale and non-consolidation matters;


 


(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) if applicable, the obligation to make future payments under any Delayed
Funding Term Loan or Revolving Loan;


 


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


 


(f)      
 shall not amend (1) any of its constituent documents or (2) any document to which it is a party in any manner that would
reasonably be expected to adversely affect the Lenders in any material respect, 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
or (B) 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 and inchoate liens arising by operation of law;


 


(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 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 shall provide a copy of such amendments to the Collateral
Agent and Administrative Agent together with written confirmation to the effect that all appropriate amendments or other documents
in respect of previously filed statements have been filed);


 


(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
liability company 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 liability company 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;


 






    


    


    

 


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(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
for the security interest granted hereunder and as otherwise permitted hereunder, shall not sell, pledge, assign or transfer to
any other Person, or grant, create, incur, assume or suffer to exist any Lien on the Collateral or any interest therein (other
than Permitted Liens and inchoate liens arising by operation of law), 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 through or under the Company (other than Permitted Liens and inchoate liens arising by operation of law);


 


(p)       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) as soon as available, but in any event within 120 days after the end of each
fiscal year of the Parent, a copy of the audited consolidated and consolidating balance sheet of the Parent and its consolidated
Subsidiaries as at the end of such year, the related consolidated and consolidating 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; provided, that the financial statements required to be delivered pursuant to this
clause (i) which are made available via EDGAR, or any successor system of the Securities Exchange Commission, in the Parent’s
annual report on Form 10-K, shall be deemed delivered to the Administrative Agent on the date such documents are made so available;
(ii) as soon as available and in any event 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 and consolidating 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 and consolidating 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; provided, that the financial statements required
to be delivered pursuant to this clause (ii) which are made available via EDGAR, or any successor system of the Securities Exchange
Commission, in Parent’s quarterly report on Form 10-Q, shall be deemed delivered to the Administrative Agent on the date
such documents are made so available; 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 so long as such information or documents are within
the possession of the Company or may be obtained with neither undue burden nor expense;





 






    


    


    

 


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(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, (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.
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, 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 and during the continuance of an Event of Default,
there shall be no limit on the timing or number of such inspections and only two (2) 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 and Permitted Tax Distributions subject to the other requirements of this Agreement;


 


(u)       shall
not make or hold any Investments, except the Portfolio Investments or Investments (A) constituting Eligible Investments (measured
at the time of acquisition), (B) that have been consented to by the Administrative Agent or (C) 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 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, or (C) in any manner that would result in the violation
of any Sanctions applicable to any party hereto;


 


(w)       other
than pursuant to 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);


 






    


    


    

 


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(x)       shall
(i) if the Company or the Portfolio Manager receives materials or information indicating that an event of default (however defined
in the applicable underlying instruments) or an event that, with notice or lapse of time or both, will become an event of default
has occurred with respect to any Portfolio Investment, promptly upon receipt thereof by the Company or the Portfolio Manager notify
the Administrative Agent thereof via e-mail or by telephone, (ii) if the Company or the Portfolio Manager receives any management
discussion and analysis with respect to a Specified Matter, not more than five (5) Business Days following receipt thereof by
the Company or the Portfolio Manager, post on a password protected website maintained by the Portfolio Manager to which the Administrative
Agent will have access and (iii) with respect to all other matters, not later than 15 Business Days following receipt of such
information or materials by the Company or the Portfolio Manager, post on a password protected website maintained by the Portfolio
Manager to which the Administrative Agent will have access, with respect to each obligor of a Portfolio Investment, without duplication
of any other reporting requirements set forth in this Agreement or any other Loan Document, any management discussion and analysis
provided by such obligor and any financial reporting packages with respect to such obligor and with respect to each Portfolio
Investment for such obligor (including any attached or included information, statements and calculations); provided, that,
to the extent such information is made available via EDGAR (or any successor system of the Securities and Exchange Commission),
such information shall be deemed delivered to the Administrative Agent on the date such documents are made so available. The Company
shall cause the Portfolio Manager to provide such other information as the Administrative Agent may reasonably or, if such institution
has no short-term rating, 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) 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, pay any and all Taxes
levied or assessed upon all or any part of the Collateral and use its commercially reasonable efforts to minimize Taxes and any
other costs arising in connection with its activities 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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49 -


 


(bb)    
shall ensure that all Portfolio Investments denominated in a Permitted Non-USD Currency and all proceeds thereof are at all times
deposited in or credited to a Permitted Non-USD Currency Account except to the extent that any such proceeds are transferred to
an Account in accordance with this Agreement or any such Portfolio Investment is sold in accordance with this Agreement;


 


(cc)     shall
not hire any employees;


 


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


 


(ee)     except
as otherwise expressly permitted herein, 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 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;


 


(hh)     shall
give notice to the Administrative Agent promptly in writing upon the occurrence of any of the following:


 


(1)       any
Adverse Proceeding;


 


(2)       any
Default or Event of Default; and


 


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


 


(ii)       concurrently
with any delivery of financial statements under Section 6.02(p)(i) and (ii), shall furnish to the Administrative Agent a certificate
of a Financial Officer certifying as to whether the Company has knowledge that a Default has occurred or is occurring during the
applicable period and, if a Default has occurred or is occurring, specifying the details thereof and any action taken or proposed
to be taken with respect thereto.


 


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.


 






    


    


    

 


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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 owing by it in respect of the Secured Obligations (whether for interest, fees or other amounts owing by it) within two
(2) Business Days of the earlier of (x) the Company becoming aware of such failure or (y) receipt of written notice by the Company
of such failure;


 


(b)       any
representation or warranty made or deemed made by or on behalf of the Company, the Portfolio Manager or the Seller (collectively,
the “Credit Risk Parties”) herein or in any Loan Document or any amendment or modification thereof or waiver
thereunder, or in any report, certificate, or other document (other than projections, forward-looking information, general economic
data, industry information or information relating to third parties) furnished pursuant hereto or in connection herewith or any
amendment or modification thereof or waiver thereunder, 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) and 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 a senior officer of such Credit Risk Party of written notice of
such inaccuracy from the Administrative Agent and (ii) a senior officer of such Credit Risk Party becoming aware of such inaccuracy
(or, if such failure could not reasonably be expected to be cured within 30 days, such Credit Risk Party commences and diligently
pursues such cure and such failure is cured within 45 days);


 


(c)       (A)
the Company shall fail to observe or perform any covenant, condition or agreement contained in Section 6.02(a)(i) through (vii),
(xi), (xiv) or (xix), (b)(i) through (iv), (d), (f), (h), (i), (l), (m), (o), (t), (v), (w) or (cc) or (B) any Credit Risk 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 a senior officer of such Credit Risk Party of written
notice of such failure from the Administrative Agent and (ii) a senior officer of such Credit Risk Party becoming aware of such
failure (or, if such failure could not reasonably be expected to be cured within 30 days, such Credit Risk Party commences and
diligently pursues such cure and such failure is cured within 45 days);


 






    


    


    

 


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(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 Credit Risk 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 Credit Risk 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
Credit Risk 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 Credit Risk 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
Credit Risk 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.$1,000,000 (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 sixty (60) days after the date on which the right to appeal has expired;


 


(i)       an
ERISA Event occurs; provided that, in the case of an ERISA Event described in clause (2) of the definition of “ERISA
Event”, such ERISA Event would reasonably be expected to have a Material Adverse Effect;


 


(j)       a
Change of Control occurs without the prior written consent of the Administrative Agent;


 


(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, (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;


 


(m)       the
Net Asset Value is less than the product of (1) the Net Advances multiplied by (2) 117.64% and such deficit is not remedied within
two (2) Business Days of delivery of notice thereof by the Administrative Agent;


 






    


    


    

 


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(n)          (i)
failure of the Company to fund the Unfunded Exposure Account when required in accordance with Section 2.03(e) other than
in the case that any Lender fails to make the Advance required in accordance with Section 2.03(e) or (ii) failure of the
Company to satisfy its obligations in respect of unfunded obligations with respect to any Delayed Funding Term Loan or Revolving
Loan other than if the Company provides the Administrative Agent with written notice in reasonable detail stating that it has elected
not to fund any applicable amount due to a good faith contractual dispute with respect to the related Portfolio Investment or a
determination by the Company that an advance is not required under its underlying instruments; 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)          KKR
Credit Advisors (US) LLC (i) resigns as sub-adviser of the Parent under the sub-advisory agreement between the Parent and KKR Credit
Advisors (US) LLC as in effect on the Effective Date, (ii) assigns any of its obligations or duties as sub-adviser in contravention
of the terms of the sub-advisory agreement between the Parent and KKR Credit Advisors (US) LLC as in effect on the Effective Date
or (iii) otherwise ceases to act as sub-adviser in accordance with the terms of the sub-advisory agreement between the Parent and
KKR Credit Advisors (US) LLC as in effect on the Effective Date, in each case without the prior written consent of the Administrative
Agent; or


 


(p)          an
Event of Default (as defined in the Parent Credit Agreement) under clause (a) or clause (b) of such term under the Parent Credit
Agreement (including all applicable grace periods) which has been declared by the administrative agent or a lender under the Parent
Credit Agreement;


 


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.


 


ARTICLE
VIII

ACCOUNTS; COLLATERAL SECURITY


 


SECTION 8.01.     The Accounts; Agreement
as to Control.








 


(a)          Establishment
and Maintenance of Accounts. The Company hereby appoints State Street Bank and Trust Company (i) as Securities Intermediary
to establish, and the Securities Intermediary does hereby establish, each of the securities accounts identified on the Transaction
Schedule (such accounts and any successor accounts, the “Securities Accounts”), each to be maintained by the
Securities Intermediary, 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 under this Agreement, and (ii) as Bank to establish, and the
Bank does hereby establish, each of the deposit accounts identified on the Transaction Schedule (such accounts and any successor
accounts, the “Deposit Accounts” and, together with the Securities Accounts, the “Accounts”),
each to be maintained by the Bank, as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC), in the name
of the Company subject to the lien of the Collateral Agent under this Agreement.


 






     


     


    

 


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(b)          Collateral
Agent in Control of Securities Accounts. Each of the parties hereto hereby agrees that:


 


(i)            the
Securities Accounts are and shall be treated as “securities accounts” (within the meaning of Section 8-501(a) of the
UCC) and the Collateral Agent is the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) of
such Accounts;


 


(ii)           the
Deposit Accounts are “deposit accounts” (within the meaning of Section 9-102(a)(29) of the UCC) and the Collateral
Agent is the “customer” (within the meaning of Section 4-104(1)(e) of the UCC) of such Accounts;


 


(iii)         
all Collateral in the form of cash held by the Intermediary shall be held in a Deposit Account, which may be a subaccount of another
Account;


 


(iv)         the
Intermediary shall not change the name or account number of any of the Accounts without the prior written consent of the Collateral
Agent, and, so long as no Event of Default has occurred and is continuing under this Agreement, without the prior written consent
of the Company;


 


(v)          each
Account shall at all times be held and maintained through an office of the Securities Intermediary or the Bank, as applicable,
located in the State of New York or the Commonwealth of Massachusetts; and


 


(vi)        
all Collateral delivered to the Intermediary pursuant to this Agreement will be promptly credited to the appropriate Account, subject
to the terms of this Agreement.


 


(c)          Except
as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise the rights that comprise
each financial asset credited to each Account and, without limitation, each Permitted Non-USD Currency Account. The parties hereto
agree that the Intermediary shall act only on entitlement orders or other instructions with respect to the Accounts and the Permitted
Non-USD Currency Accounts originated by the Collateral Agent and no other Person (and without further consent by any other Person);
and the Collateral Agent, for the benefit of the Secured Parties, shall have exclusive control and the sole right of withdrawal
over each Account and each Permitted Non-USD Currency Account. The only permitted withdrawals from the Accounts and the Permitted
Non-USD Currency Accounts shall be in accordance with the provisions of this Agreement.


 


(d)          Subordination
of Lien, Etc. If the Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest
in any Account or any security entitlement credited thereto, the Intermediary hereby agrees that such security interest shall be
subordinate to the security interest of the Collateral Agent. The property credited to any Account will not be subject to deduction,
set-off, banker’s lien, or any other right in favor of any Person other than the Collateral Agent (except that the Intermediary
may set-off (1) all amounts due to the Intermediary in respect of its customary fees and expenses for the routine maintenance and
operation of the Accounts, and (2) the face amount of any checks which have been credited to any Account but are subsequently returned
unpaid because of uncollected or insufficient funds).


 






     


     


    

 





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(e)          Property
Registered, Indorsed, etc. to Securities Intermediary. All securities or other property represented by a promissory note or
an instrument underlying any financial assets credited to any Account shall be registered in the name of the Securities Intermediary,
indorsed to the Securities Intermediary in blank or credited to another securities account maintained in the name of the Securities
Intermediary, and in no case will any financial asset credited to any Account be registered in the name of the Company, payable
to the order of the Company or specially indorsed to the Company except to the extent the foregoing have been specially indorsed
to the Securities Intermediary or in blank.


 


(f)           Jurisdiction;
Governing Law of Accounts. The establishment and maintenance of each Account and all interests, duties and obligations related
thereto shall be governed by the law of the State of New York and the “securities intermediary’s jurisdiction”
(within the meaning of Section 8-110 of the UCC) shall be the State of New York. Terms used in this Section 8.01 without definition
have the meanings given to them in the UCC.


 


(g)          No
Duties. The parties hereto acknowledge and agree that the Intermediary shall not have any additional duties under this Agreement
other than those expressly set forth in this Section 8.01, and the Intermediary shall satisfy those duties expressly set forth
in this Section 8.01 so long as it acts without gross negligence, fraud, reckless disregard or willful misconduct. Without limiting
the generality of the foregoing, the Intermediary shall not be subject to any fiduciary or other implied duties, and the Intermediary
shall not have any duty to take any discretionary action or exercise any discretionary powers. The Intermediary shall be subject
to all of the rights, protections and immunities given to the Collateral Agent hereunder, including indemnities.


 


(h)           Investment
of Funds on Deposit in the Unfunded Exposure Account. All amounts on deposit in the Unfunded Exposure Account shall be invested
(and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent
in Eligible Investments; 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.


 


(i)            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(e).


 


(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
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 and Revolving Loans,
for deposit into the 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 Intermediary shall transfer all amounts in the Unfunded Exposure Account to the 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 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
Collection Account to prepay the outstanding Advances.


 






     


     


    

 


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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 and the Lenders (collectively, the “Secured Parties”) under this Agreement (collectively, the
“Secured Obligations”), the Company hereby pledges to the Collateral Agent and grants a continuing security
interest in favor of the Collateral Agent 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 Accounts and the Permitted Non-USD Currency Accounts and, in each case, all investments, obligations and other
property from time to time credited thereto, (3) the Sale 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.


 


(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) upon the reasonable request of the Administrative Agent, deliver to the Administrative
Agent, the Lenders and the Collateral Agent, at the expense of the Company, legal opinions from Company’s counsel or other
counsel reasonably acceptable to the Administrative Agent and the Lenders, as to the perfection and priority of the Collateral
Agent’s security interest in any of the Collateral.


 


(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;


 






     


     


    

 


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(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.


 


(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.


 






     


     


    

 


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(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)          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 any such termination, the Collateral Agent will, at the Company’s sole expense, deliver to the Company,
or cause the 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 Intermediary hereunder, and execute and deliver to
the Company or its nominee such documents as the Company shall reasonably request to evidence such termination.


 


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.


 


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.


 






     


     


    

 


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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
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 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), in each case in the absence of its
own gross negligence, bad faith, fraud or willful misconduct. None of the Collateral Agent, the Collateral Administrator or the
Intermediary shall be deemed to have knowledge of any Default, Event of Default, Market Value 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 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 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, (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, other than to confirm receipt of items expressly
required to be delivered to such Agent. None of the Collateral Agent, the Collateral Administrator, the 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.


 


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 in good faith 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 in good
faith 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 absence
of its own gross negligence, bad faith, fraud or willful misconduct.


 


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, 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 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. No Agent shall be responsible for
any misconduct or negligence on the part of a non-Affiliated sub-agent or attorney appointed by such Agent with due care. 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 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.


 






     


     


    

 


- 59 -


 


Subject to the appointment and acceptance
of a successor as provided in this paragraph, each of the Collateral Administrator, the Collateral Agent, the Intermediary and
the Administrative Agent may resign at any time upon 30 days’ notice to each other agent, the Lenders, the Portfolio Manager
and the Company. Upon any such resignation, the Required Lenders shall have the right (with, so long as no Event of Default has
occurred and is continuing, the consent of the Company and the Portfolio Manager) to appoint a successor. If no successor shall
have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring
Collateral Administrator, Collateral Agent, Intermediary or Administrative Agent, as applicable, gives notice of its resignation,
then the Administrative Agent may, on behalf of the Lenders, 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 by
the Administrative Agent and shall have accepted such appointment within sixty (60) days after the retiring agent gives notice
of its resignation, such agent may petition a court of competent jurisdiction for the appointment of a successor. Upon the acceptance
of its appointment as Collateral Administrator, Intermediary, Administrative Agent 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 retiring
agent, and the retiring agent shall be discharged from its duties and obligations hereunder. After the retiring agent’s 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, 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, 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 Intermediary may
be removed at any time with 30 days’ notice by the Company (with the written consent of the Administrative Agent), with notice
to the Collateral Administrator, the Collateral Agent, the Intermediary, the Lenders and the Portfolio Manager. 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 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. Upon the acceptance of its appointment as Collateral Administrator, 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 agent, and the removed agent shall be discharged from its duties and obligations
hereunder. After the removed agent’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 agent, 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, Intermediary or Collateral
Agent, as the case may be.


 


Upon the request of the Company or the Administrative
Agent or the successor agent, such retiring or removed agent shall, upon payment of its charges then unpaid, execute and deliver
an instrument transferring to such successor agent all the rights, powers and trusts of the retiring or removed agent, and shall
duly assign, transfer and deliver to such successor agent all property and money held by such retiring or removed agent hereunder.
Upon request of any such successor agent, 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.


 






     


     


    

 


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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 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 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.


 


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 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.


 


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 Agents in this Section 9.01 shall likewise be available and applicable to the 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. 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.


 






     


     


    

 


- 61 -


 


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 be entitled to rely on the advice
of legal counsel and independent accountants in performing its duties hereunder.


 


(b)          Reasonable
Care. The Collateral Agent is required to exercise reasonable care in the custody and preservation of any of the Collateral
in its possession; provided that the Collateral Agent shall be deemed to have exercised reasonable care in the custody and
preservation of any of the Collateral if it takes such action for that purpose as the Company reasonably requests at times other
than upon the occurrence and during the continuance of any Event of Default, but failure of the Collateral Agent to comply with
any such request at any time shall not in itself be deemed a failure to exercise reasonable care. 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.


 


(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, Intermediary and Collateral Administrator Fees and Expenses. The
Company agrees to pay to the Collateral Agent, the Intermediary and the Collateral Administrator such fees as the
Administrative Agent, the Collateral Agent, the 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
Intermediary and the Collateral Administrator, or reimburse the Collateral Agent, the 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 and the Collateral Administrator. The Collateral Agent and the
Collateral Administrator are executing this Agreement solely in their capacity as Collateral Agent and Collateral
Administrator 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 State Street Bank and Trust Company as Collateral Administrator
and directs the Collateral Administrator to prepare the reports substantially in the form attached hereto as Exhibit B.


 


(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.


 


ARTICLE
X

MISCELLANEOUS


 


SECTION 10.01.     Non-Petition;
Limited Recourse. Each of the Collateral Agent, the 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.



 






     


     


    

 


- 63 -

 


Notwithstanding any other provision of this
Agreement, 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 a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager
hereunder) 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 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.


 


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 Intermediary and their Related Parties, including the fees, charges and disbursements of outside counsel for each Agent and
the Collateral Administrator, and such other local counsel as required for the Agents and the Collateral Administrator, collectively,
in connection with the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions
hereof (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 and the Lenders, including the fees, charges and disbursements
of outside counsel for each Agent, the Collateral Administrator 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, 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.


 






     


     


    

  


- 64 -


 


(b)          The
Company shall indemnify the Agents, the Collateral Administrator, the 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 reasonable and documented out-of-pocket 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 (including, without
limitation, any breach of any representation or warranty made by the Company or the Portfolio Manager hereunder (for the avoidance
of doubt, after giving effect to any limitation included in any such representation or warranty relating to materiality or causing
a Material Adverse Effect)) or the exercise 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 (i) the bad faith, gross negligence,
fraud, reckless disregard or willful misconduct of such Indemnitee, (ii) a claim brought against such Indemnitee for breach of
such Indemnitee’s obligations under this Agreement or the other Loan Documents, (iii) the performance of the Portfolio Investments
or (iv) a claim arising as a result of a dispute between Indemnitees (other than (x) any dispute involving claims against the Administrative
Agent or the Lenders, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by
the Company or its Affiliates). 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.


 


(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 or any agreement,
instrument or transaction contemplated hereby, any Advance or the use of the proceeds thereof.


 


(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.


 


SECTION 10.05.     Amendments.  
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 Required Lenders 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 shall
not be required to be executed by the Portfolio Manager; 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 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; provided, further that if any Lender wishes to assign
rights and obligations under this Agreement other than its rights and obligations with respect to the Revolving Amount separately
from its rights and obligations with respect to the Revolving Amount, any amendment to this Agreement that the Administrative
Agent determines in its commercially reasonable judgment is necessary to permit the assignment of rights and obligations of such
Lender other than its rights and obligations with respect to the Revolving Amount separately from its rights and obligations with
respect to the Revolving Amount (including, without limitation, by creating two separate loan tranches) and which would not (i)
result in an increase or decrease in the rights, duties or liabilities of the Portfolio Manager, (ii) modify the interest rate
or stated commitment fees or prepayment premiums applicable to the Advances, (iii) impose additional fees on the Company or require
the Company to pay out-of-pocket expenses with respect to the implementation of such amendment, (iv) impose any increased or new
legal or regulatory burden on the Company or the Portfolio Manager or (v) affect the permitted amount or timing of Permitted Distributions
shall not be required to be executed by the Portfolio Manager.


 






     


     


    

 


- 65 -


 


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 the Company; provided that
the consent of the Company shall not be required for an assignment to any bank, Permitted Insurance Company or broker-dealer except
that the consent of the Company shall be required for an assignment of any or all of the Revolving Amount to a bank or broker-dealer
that is not a Permitted Revolver Assignee; provided, further, that no consent of the Administrative Agent (in the
case of the initial Lender only) or the Company shall be required for an assignment of any Financing Commitment to an assignee
that is a Lender (or any Affiliate thereof) with a Financing Commitment immediately prior to giving effect to such assignment;
provided, further, that, following the occurrence and during the continuance of an Event of Default or following
the occurrence of a Market Value Event, a Lender may assign 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) to any person without the consent of the Company
or (in the case of the initial Lender) the Administrative Agent.


 


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.


 






     


     


    

 


- 66 -


 


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 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 and (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; provided, further, that, so long as no Event of Default shall have occurred
and be continuing and no Market Value Event shall have occurred, if any such Lender Participant is not a bank, a Permitted Insurance
Company or broker-dealer, the consent of the Company to such sale will be required. 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. 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.


 






     


     


    

 


- 67 -


 


(e)           The
Company agrees that each Lender Participant shall be entitled to the benefits of Sections 3.01(e), 3.01(f) 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),
3.01(f) 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.


 


(f)           Notwithstanding
anything in this Section 10.06 to the contrary, the aggregate number of assignees and Lender Participants, collectively, of any
Lender (excluding Affiliates of such Lender) shall not exceed eight.


 


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. With respect to any suit, action or proceedings relating to this Agreement (collectively, “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 in any other jurisdiction,
nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.


 


(c)          Waiver
of Jury Trial. EACH OF THE PARTIES HERETO AND THE ADMINISTRATIVE AGENT ON BEHALF OF THE LENDERS 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.


 






     


     


    

 


- 68 -


 


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.


 


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.


  


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.      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 EEA Financial Institution arising under this Agreement may be subject to the Write-Down and Conversion
Powers of an EEA 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 an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender
that is an EEA 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 EEA 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 EEA Resolution Authority.


 


As used herein:


 


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


 


“Bail-In Legislation”
means, 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.


 


“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.


 






     


     


    

 


- 69 -


 


“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.


 


“Write-Down and Conversion Powers”
means, 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.


 


[remainder of page intentionally blank]


 






     


     


    

 


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.


 





	 	CCT SE I LLC, as Company	 
	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 



 


 





	 	CORPORATE CAPITAL TRUST, INC., as Portfolio Manager



	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 


 






    


     


    

 





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


 






    


     


    

 





	 	STATE
STREET BANK AND TRUST COMPANY, as Collateral Agent
	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 


 


 


	 	STATE STREET BANK AND TRUST COMPANY, as Intermediary
	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 








 


 





	 	STATE STREET BANK AND TRUST COMPANY, as Collateral Administrator
	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 


 


 


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


 






    


     


    

 


SCHEDULE
1


 


Transaction Schedule


 


	1.	
        Lenders

         
	
        Financing Commitment (as reduced from time to time pursuant
        to Section 4.07)

         

	 	JPMorgan Chase Bank, National Association	
        Prior to an Accordion Date: 

        U.S. $300,000,000 

        After an Accordion Date, if any: U.S. $300,000,000
plus the principal amount of each Accordion Option up to U.S. $400,000,000 

	 	 	 	 
	2.	Scheduled Termination Date:	November 29, 2020
	 	 	 
	3.	Interest Rates	 
	 	 	 
	 	Applicable Margin for Advances:	
        With respect to interest based on the LIBO Rate, 3.00%
per annum (subject to increase in accordance with Section 3.01(b)). 

        With respect to interest based on the Base Rate, 3.00%
per annum (subject to increase in accordance with Section 3.01(b)). 

	 	 	 
	4.	Account Numbers	 
	 	 	 
	 	Securities Accounts:	 
	 	 	 
	 	Custodial Account:	10701050-1
	 	Collection Account:	10701050
	 	MV Cure Account:	10701050-2
	 	Unfunded Exposure Account:	10701050-3
	 	 	 
	 	Deposit Accounts:	 
	 	 	 
	 	Custodial Account:	10701050-1D
	 	Collection Account:	10701050-D
	 	MV Cure Account:	10701050-2D
	 	Unfunded Exposure Account:	10701050-3D
	 	 	 
	5.	Market Value Trigger:	141.84%
	 	 	 
	6.	Market Value Cure Level:	145.99%
	 	 	 
	7.	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 or privately 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.


 


    


     


    
 


- 2 -


 

	
        Addresses for Notices

         

	The Company:	CCT SE I LLC	
        Attn: Bradley Yochum 

        Email: Bradley.Yochum@CNL.com 

	 	 	 
	The Portfolio Manager:	Corporate Capital Trust, Inc.	
        Attn: Bradley Yochum 

        Email: Bradley.Yochum@CNL.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 

        larry.w.wise@jpmorgan.com 

        Ji.Han@jpmchase.com 

        ruchira.patel@jpmorgan.com 

        Jason.E.Adler@jpmchase.com 

        Allison.Shapiro@jpmorgan.com 

        Ravi.d.Sarawgi@jpmorgan.com 

        Arthur.Flynn@jpmorgan.com 

        ct.financing.requests@jpmorgan.com 

        de_custom_business@jpmorgan.com 

        Jacob.s.pollack@jpmorgan.com 

	 	 	 
	The Collateral Agent:	
        State Street Bank and Trust Company 

        1 Iron Street 

        Boston Massachusetts 02210 
	
        Attention: Scott Berry 

        Telephone: (617) 662-9840 

        Email: scott.berry@statestreet.com

	 	 	 
	The Intermediary:	
        State Street Bank and Trust Company 

        1 Iron Street 

        Boston Massachusetts 02210
	
        Attention: Scott Berry 

        Telephone: (617) 662-9840 

        Email: scott.berry@statestreet.com 

	 	 	 
	The Collateral Administrator:	
        State Street Bank and Trust Company 

        1 Iron Street 

        Boston Massachusetts 02210
	
        Attention: Scott Berry 

        Telephone: (617) 662-9840 

        Email: scott.berry@statestreet.com 




 






    


     


    

 


- 3 -


 


	JPMCB:	
        JPMorgan Chase Bank, National Association 

        c/o JPMorgan Services Inc. 

        500 Stanton Christiana Rd.,

3rd Floor 

        Newark, Delaware 19713 
	
        Attention: Robert Nichols 

        Facsimile: (302) 634-1092

         

	 	 	 
	 	
        with a copy to:

         

        JPMorgan Chase Bank, National Association 

        383 Madison Ave. 

        New York, New York 10179

         
	
         

         

        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: ryan.j.hanks@jpmorgan.com


 


JPMorgan Chase Bank, National Association,

as Administrative Agent

383 Madison Avenue

New York, New York 10179

Attention: Louis Cerrotta

Email: louis.cerrotta@jpmorgan.com 


larry.w.wise@jpmorgan.com

Ji.Han@jpmchase.com

ruchira.patel@jpmorgan.com

Jason.E.Adler@jpmchase.com

Allison.Shapiro@jpmorgan.com

Ravi.d.Sarawgi@jpmorgan.com

Arthur.Flynn@jpmorgan.com

ct.financing.requests@jpmorgan.com

de_custom_business@jpmorgan.com

Jacob.s.pollack@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


 






    


     


    

 


- 2 -


 


cc:


 


State Street Bank and Trust Company, as Collateral Agent


 


State Street Bank and Trust Company, as Collateral Administrator


 


Ladies and Gentlemen:


 


Reference is hereby made to the Loan and
Security Agreement, dated as of November 29, 2016 (as amended, the “Agreement”), among CCT SE I LLC, as borrower
(the “Company”), JPMorgan Chase Bank, National Association, as administrative agent (the “Administrative
Agent”), Corporate Capital Trust, Inc., as portfolio manager (the “Portfolio Manager”), the lenders
party thereto and the collateral agent, collateral administrator and 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):


 


	Obligor	Identifier
    (LoanX or CUSIP)	Tranche	Type
    (1st lien, 2nd lien)	Notional	Maturity
    Date	Currency
    Type ID	Jurisdiction	Spot
    Rate	Fixed	Spread	LIBOR
    Floor	Price	Moody’s
Industry Classification1	Proposed
    Settlement Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


To the extent available, we have included
herewith (1) the material underlying instruments (including the 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, to the extent available, or alternatively a quality of earnings report prepared by an accredited accounting firm, (3)
to the extent available, the quarterly statements of the obligor of each such Portfolio Investment for the current fiscal year
and the immediately preceding fiscal year, (4) final investment committee memo (with redactions of confidential information as
the Company (or the Portfolio Manager on its behalf) deems appropriate and (5) forecasted financials for 1 year (or longer, if
prepared). The Portfolio Manager acknowledges that it will provide such other information from time to time reasonably requested
by the Administrative Agent so long as such information is within the possession of the Portfolio Manager or may be obtained with
neither undue burden nor expense.2


 


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.


 





 






1 Per Schedule 6 of the Agreement. 


2 Company to deliver pre-signed assignment agreement if the
Portfolio Manager and the administrative agent for the proposed Portfolio Investment are affiliates.







 






    


     


    

 


-
3 -


 





	 	Very truly yours,
	 	 	 
	 	Corporate Capital Trust, Inc., as Portfolio Manager

	 	 	 
	 	By	 
	 	Name:
	 	Title:



 






    


     


    

 


SCHEDULE
3


 


Eligibility
Criteria


 


		1.	Such
                                         obligation is a Loan or a corporate debt security and is not a Synthetic Security, a
                                         Zero-Coupon Security, a Structured Finance Obligation, a Participation Interest or a
                                         Letter of Credit.



 


		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 or a Revolving 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 an Eligible Currency 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, 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 (after giving effect to any
                                         grace and/or cure period set forth in the related loan agreement, 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.



 


		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.



 






     


     

    

 


-
2 - 


 


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


 


“Eligible
Currency” means U.S. dollars, Euros, GBP, AUD, NZD and CAD.


 


“Eligible
Jurisdictions” means the United States and any State therein, Bermuda, the Cayman Islands, Canada, United Kingdom, Australia,
New Zealand and any Euro Zone country.


 


“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.


 


“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 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 5.0% of the Collateral Principal Amount (or, prior to the
                                         end of the Ramp-Up Period, $25,000,000); provided that Portfolio Investments issued
                                         by two (2) obligors and their respective affiliates may each constitute up to an aggregate
                                         principal balance equal to 6.0% of the Collateral Principal Amount (or, prior to the
                                         end of the Ramp-Up Period, $30,000,000). Notwithstanding the foregoing, no obligor shall
                                         deemed an affiliate of any person solely because they are under the control of the same
                                         private equity sponsor or similar sponsor or because such obligor is owned by a common
                                         holding company with an obligor of another obligation so long as the collateral securing
                                         such loans is not common.



 


		2.	Not
                                         less than 70% of the Collateral Principal Amount may consist of Senior Secured Loans
                                         and cash and Eligible Investments on deposit in the Account as Principal Proceeds.



 


		3.	Not
                                         more than 30% of the Collateral Principal Amount may consist of Second Lien Loans and
                                         Mezzanine Obligations;



 


		4.	Not
                                         more than 15% of the Collateral Principal Amount may consist of Mezzanine Obligations;



 


		5.	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,
                                         as determined by the Portfolio Manager in its commercially reasonable discretion; provided
                                         that Portfolio Investments that are issued by obligors that belong to one Moody’s
                                         Industry Classification may constitute up to 25% 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.



 


		6.	Not
                                         more than an aggregate of 15% of the Collateral Principal Amount may consist of Portfolio
                                         Investments denominated in a Permitted Non-USD Currency.



 


		7.	Not
                                         more than an aggregate of 15% of the Collateral Principal Amount may consist of Portfolio
                                         Investments whose obligors are organized in Eligible Jurisdictions other than the United
                                         States.



 


		8.	The
                                         Unfunded Exposure Amount shall not exceed 10% of the Collateral Principal Amount.



 


For
the purposes of clauses 1 through 7 above, the principal amount of the applicable Portfolio Investment shall including the funded
and unfunded balance on any Delayed Funding Term Loan or Revolving Loan, as applicable, as of such date.


 




     


     

    

 


SCHEDULE
5


 


Initial
Portfolio Investments


 


	Issuer	Asset
    Type (KKR)	Lien
    

    Type	Notional
    	Currency	Issuer
    Domicile	Moody
    Industry	Fixed
    Rate	Floating
    Spread Floor	Spread	Maturity
    

    Date
	Abaco
    Systems, Inc 	Term
    Loan	First
    Lien	10,000,000
    	USD	USA	High
    Tech Industies	 	1.00%	6.00%	12/7/2021
	Abaco
    Systems, Inc 	Term
    Loan	Second
    Lien	15,000,000
    	USD	USA	High
    Tech Industies	 	1.00%	10.50%	6/7/2022
	Agro
    Merchants NAI Holdings, LLC 	Term
    Loan	First
    Lien	25,000,000
    	USD	USA	Transportation:
    Cargo	 	1.00%	7.00%	10/1/2020
	Alion
    Science & Technology Corp 	Bond	NA	25,000,000
    	USD	USA	Aerospace
    & Defense	11.00%	 	 	8/19/2022
	Belk
    Inc 	Term
    Loan	Second
    Lien	30,000,000
    	USD	USA	Retail	10.50%	 	 	6/12/2023
	Casual
    Dining Group Ltd 	Term
    Loan	First
    Lien	25,000,000
    	GBP	UK	Beverage,
    Food & Tobacco	 	0.00%	8.25%	12/11/2020
	Exemplis
    Corp 	Term
    Loan	First
    Lien	25,000,000
    	USD	USA	Capital
    Equipment	 	1.00%	6.50%	3/23/2022
	JHT
    Holdings Inc 	Term
    Loan	First
    Lien	25,000,000
    	USD	USA	Transportation:
    Cargo	 	1.00%	8.50%	5/4/2022
	MCS
    AMS Sub-Holdings LLC	Term
    Loan	First
    Lien	25,000,000
    	USD	USA	Services:
    Business	 	1.00%	6.50%	10/15/2019
	MedAssets
    Inc 	Term
    Loan	Second
    Lien	25,000,000
    	USD	USA	Healthcare
    & Pharmaceuticals	 	1.00%	9.75%	4/20/2023
	New
    Enterprise Stone & Lime Co Inc 	Term
    Loan	First
    Lien	30,000,000
    	USD	USA	Construction
    & Building	 	1.00%	8.00%	3/19/2021
	P&L
    Development LLC 	Term
    Loan	First
    Lien	25,000,000
    	USD	USA	Healthcare
    & Pharmaceuticals	 	 	8.50%	5/1/2020
	Petrochoice
    Holdings Inc 	Term
    Loan	Second
    Lien	25,000,000
    	USD	USA	Consumer
    goods: non-durable	 	1.00%	8.75%	8/21/2023
	Waste
    Pro USA Inc 	Term
    Loan	First
    Lien	25,000,000
    	USD	USA	Environment
    Industries	 	1.00%	7.50%	10/15/2020
	Willbros
    Group Inc 	Term
    Loan	First
    Lien	25,000,000
    	USD	USA	Utilities:
    Oil & Gas	 	1.25%	9.75%	12/15/2019


 


     


     

    

 


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


 


     


     

    

 


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


larry.w.wise@jpmorgan.com

Ji.Han@jpmchase.com

ruchira.patel@jpmorgan.com

Jason.E.Adler@jpmchase.com

Allison.Shapiro@jpmorgan.com

Ravi.d.Sarawgi@jpmorgan.com

Arthur.Flynn@jpmorgan.com

ct.financing.requests@jpmorgan.com

de_custom_business@jpmorgan.com

Jacob.s.pollack@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: 


 


State
Street Bank and Trust Company, as Collateral Agent


 


State
Street Bank and Trust Company, as Collateral Administrator


 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Loan and Security Agreement, dated as of November 29, 2016 (as amended, the “Agreement”),
among CCT SE I LLC, as borrower (the “Company”), JPMorgan Chase Bank, National Association, as administrative
agent (the “Administrative Agent”), Corporate Capital Trust, Inc., as portfolio manager (the “Portfolio
Manager”), the lenders party thereto, and the collateral agent, collateral administrator and intermediary party thereto.
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given such terms in the Agreement.


 






     


     

    

 


-
2 - 


 


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)       The
aggregate amount of the Advance requested hereby is U.S.$[_________].3


 


(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) and/or to an Advance set forth in Section 1.03
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/or Advance date, as applicable.





	 	 	 
	 	Very truly yours,
	 	 
	 	CCT SE I LLC
	 	 	 
	 	By	 
	 	Name:

    Title:



 





 






3
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. 


 






     


     

    

  


EXHIBIT
B


 


Form
of Reports