FS KKR Capital Corp. 8-K


 


Exhibit
10.1


 


EXECUTION
VERSION


 


SIXTH
AMENDMENT TO LOAN AND SERVICING AGREEMENT


(CCT
Tokyo Funding LLC)


 


THIS
SIXTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of December 1, 2020 (this “Amendment”), is entered
into by and among CCT TOKYO FUNDING LLC, as the Borrower (the “Borrower”), FS KKR CAPITAL CORP. (as successor
in interest to Corporate Capital Trust, Inc.), as the Servicer, the Lender identified on the signature pages hereto and SUMITOMO
MITSUI BANKING CORPORATION, the Administrative Agent (in such capacity, the “Administrative Agent”).


 


R
E C I T A L S


 


WHEREAS,
the above-named parties (together with certain other parties) have entered into that certain Loan and Servicing Agreement, dated
as of December 2, 2015 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Agreement”),
by and among the Borrower, the Transferor, the Servicer, each of the Lenders from time to time party thereto, the Collateral Agent
and the Administrative Agent; and


 


WHEREAS,
pursuant to and in accordance with Section 11.01 of the Agreement (as amended by this Amendment), the parties hereto desire to
amend the Agreement in certain respects as provided herein;


 


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


 


SECTION
1.  Definitions.


 


Each
capitalized term used but not defined herein has the meaning ascribed thereto in the Agreement (as amended by this Amendment).


 


SECTION
2.  Amendment.


 


Effective
as of the date hereof, the parties hereto agree that the Agreement is hereby amended as indicated in the attached Annex A
with the text marked in underline indicating additions and with text marked in strike through indicating deletions to the Agreement.


 


SECTION
3.  Agreement in Full Force and Effect as Amended.


 


Except
as specifically amended hereby, all provisions of the Agreement shall remain in full force and effect. This Amendment shall not
be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as expressly set forth
herein and shall not constitute a novation of the Agreement.


 




     


     


    

 


SECTION
4.  Representations and Warranties.


 


The
Borrower hereby represents and warrants as of the date of this Amendment as follows:


 


(a)       this
Amendment has been duly executed and delivered by it;


 


(b)       this
Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors’ rights generally or by general principles of equity; and


 


(c)       there
is no Event of Default, Unmatured Event of Default, or Servicer Termination Event that is continuing or would result from entering
into this Amendment.


 


SECTION
5.  Conditions to Effectiveness.


 


The
effectiveness of this Amendment is subject to the receipt by (A) the Administrative Agent of (a) executed counterparts (or other
evidence of execution, including facsimile signatures, satisfactory to the Administrative Agent) of this Amendment and the fee
letter related thereto and (b) the fee payable on the date hereof as specified in the fee letter and (B) Mayer Brown LLP of its
fees invoiced to date.


 


SECTION
6. Miscellaneous.


 


(a)        This
Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same
or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute
one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment, and all other documents
to be executed in connection with this Amendment, by telecopy, emailed pdf. or any other electronic means that reproduces an image
of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment and
all other documents to be executed in connection with this Amendment. The words “execution,” “signed,”
“signature,” “delivery,” and words of like import in or relating to any document to be signed in connection
with this Amendment and all other documents to be executed in connection with this Amendment shall be deemed to include Electronic
Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,
as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept
Electronic Signatures in any form or format without its prior written consent (it being understood that the Administrative Agent
has agreed, for purposes of this Amendment and all other documents to be executed in connection with this Amendment, to accept
Electronic Signatures delivered via “Adobe Sign” or “Docusign”). For purposes of this Amendment and all
other documents to be executed in connection with this Amendment, “Electronic Signature” means an electronic symbol
or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate
or accept such contract or


 




    2 


     


    

 


record.
Each party agrees that this Amendment and all other documents to be executed in connection with this Amendment may be electronically
signed, and that any Electronic Signatures appearing on this Amendment and all other documents to be executed in connection with
this Amendment are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility


 


(b)       The
descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.


 


(c)       This
Amendment may not be amended or otherwise modified except as provided in the Agreement (as amended by this Amendment).


 


(d)       The
failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.


 


(e)       Whenever
the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the
plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine
and feminine.


 


(f)       This
Amendment represents the final agreement between the parties only with respect to the subject matter expressly covered hereby
and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties. There are
no unwritten oral agreements between the parties.


 


(g)       THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION
OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED
ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.


 


[Signature
Pages Follow]


 




    3 


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first written above.


 


	BORROWER:	CCT
    TOKYO FUNDING LLC


 

	 	By:	
	 	 	Name:	William
    Goebel
	 	 	Title:	Chief
    Financial Officer


 

	SERVICER:	FS
    KKR CAPITAL CORP.


 

	 	By:	
	 	 	Name:	William
    Goebel
	 	 	Title:	Chief Accounting Officer


 


[Signatures Continue on the Following Page]


 


[Signature Page to Sixth Amendment – CCT Tokyo Funding LLC]


 




     


     


    

	 	 
	ADMINISTRATIVE
    AGENT:	SUMITOMO
MITSUI BANKING CORPORATION


 

	 	By:	 
	 	 	Name:	Glenn
    Autorino
	 	 	Title:	M.D.


 

	LENDER:	SUMITOMO
MITSUI BANKING CORPORATION


 

	 	By:	 
	 	 	Name:	Glenn
    Autorino
	 	 	Title:	M.D. 



 





[Signature
Page to Sixth Amendment – CCT Tokyo Funding LLC] 


 




     


     


    

 


ANNEX
A


 


See
Attached


 




     


     


    


 


CONFORMED THROUGH FIFTHSIXTH AMENDMENT


 


Up to U.S.$300,000,000


 


LOAN AND SERVICING AGREEMENT


 


Dated as of December
2, 2015


 


Among


 


CCT TOKYO FUNDING LLC,


as the Borrower


 


FS KKR CAPITAL CORP.,


as the Servicer and as
the Transferor


 


SUMITOMO MITSUI BANKING
CORPORATION,


as the Administrative Agent
and as the Collateral Agent


 


and


 


EACH OF THE LENDERS FROM
TIME TO TIME PARTY HERETO,


as the Lenders


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	 	 	Page
	ARTICLE I.	DEFINITIONS	1
	 	SECTION 1.01	 	Certain Defined Terms	1
	 	SECTION 1.02	 	Other Terms	45
	 	SECTION 1.03	 	Computation of Time Periods	45
	 	SECTION 1.04	 	Interpretation	45
	 	SECTION 1.05	 	Nature of Obligations	46
	ARTICLE II.	THE FACILITY	46
	 	SECTION 2.01	 	Variable Funding Note and Advances	46
	 	SECTION 2.02	 	Procedure for Advances	47
	 	SECTION 2.03	 	Determination of Yield	50
	 	SECTION 2.04	 	Remittance Procedures	50
	 	SECTION 2.05	 	Instructions to the Collateral Agent	54
	 	SECTION 2.06	 	Borrowing Base Deficiency Payments	54
	 	SECTION 2.07	 	Substitution and Sale of Loan Assets; Affiliate Transactions	55
	 	SECTION 2.08	 	Payments and Computations, Etc	60
	 	SECTION 2.09	 	Fees	61
	 	SECTION 2.10	 	Increased Costs; Capital Adequacy	61
	 	SECTION 2.11	 	Taxes	63
	 	SECTION 2.12	 	Collateral Assignment of Agreements	65
	 	SECTION 2.13	 	Grant of a Security Interest	66
	 	SECTION 2.14	 	Evidence of Debt	66
	 	SECTION 2.15	 	Survival of Representations and Warranties	67
	 	SECTION 2.16	 	Release of Loan Assets	67
	 	SECTION 2.17	 	Treatment of Amounts Received by the Borrower	67
	 	SECTION 2.18	 	Prepayment; Termination	67
	 	SECTION 2.19	 	Value Adjustment Events	68
	 	SECTION 2.20	 	Collections and Allocations	69
	 	SECTION 2.21	 	Reinvestment of Principal Collections	70
	 	SECTION 2.22	 	Additional Lenders	71




 




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TABLE OF CONTENTS


(continued)


 





	 	 	 	 	Page
	ARTICLE III.	CONDITIONS PRECEDENT	71
	 	SECTION 3.01	 	Conditions Precedent to Effectiveness	71
	 	SECTION 3.02	 	Conditions Precedent to All Advances	72
	 	SECTION 3.03	 	Advances Do Not Constitute a Waiver	75
	 	SECTION 3.04	 	Conditions to Pledges of Loan Assets	75
	ARTICLE IV.	REPRESENTATIONS AND WARRANTIES	77
	 	SECTION 4.01	 	Representations and Warranties of the Borrower	77
	 	SECTION 4.02	 	Representations and Warranties of the Borrower Relating to the Agreement and the Collateral Portfolio	85
	 	SECTION 4.03	 	Representations and Warranties of the Servicer	86
	ARTICLE V.	GENERAL COVENANTS	90
	 	SECTION 5.01	 	Affirmative Covenants of the Borrower	90
	 	SECTION 5.02	 	Negative Covenants of the Borrower	97
	 	SECTION 5.03	 	Affirmative Covenants of the Servicer	100
	 	SECTION 5.04	 	Negative Covenants of the Servicer	105
	ARTICLE VI.	ADMINISTRATION AND SERVICING OF CONTRACTS	106
	 	SECTION 6.01	 	Appointment and Designation of the Servicer	106
	 	SECTION 6.02	 	Duties of the Servicer	109
	 	SECTION 6.03	 	Authorization of the Servicer	111
	 	SECTION 6.04	 	Collection of Payments; Accounts	112
	 	SECTION 6.05	 	Realization Upon Loan Assets	114
	 	SECTION 6.06	 	Servicing Compensation	114
	 	SECTION 6.07	 	Payment of Certain Expenses by Servicer	114
	 	SECTION 6.08	 	Reports to the Administrative Agent; Account Statements; Servicing Information	115
	 	SECTION 6.09	 	Annual Statement as to Compliance	118
	 	SECTION 6.10	 	Annual Independent Public Accountant’s Servicing Reports	118
	 	SECTION 6.11	 	The Servicer Not to Resign	118
	ARTICLE VII.	EVENTS OF DEFAULT	118
	 	SECTION 7.01	 	Events of Default	118
	 	SECTION 7.02	 	Additional Remedies of the Administrative Agent	122




 




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TABLE OF CONTENTS


(continued)


 


	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE VIII. 	INDEMNIFICATION	126
	 	SECTION 8.01	 	Indemnities by the Borrower	126
	 	SECTION 8.02	 	Indemnities by Servicer	129
	 	SECTION 8.03	 	Legal Proceedings	131
	 	SECTION 8.04	 	After-Tax Basis	132
	ARTICLE IX.	THE ADMINISTRATIVE AGENT	132
	 	SECTION 9.01	 	The Administrative Agent	132
	ARTICLE X.	COLLATERAL AGENT	136
	 	SECTION 10.01	 	Designation of Collateral Agent	136
	 	SECTION 10.02	 	Duties of Collateral Agent	136
	 	SECTION 10.03	 	Merger or Consolidation	138
	 	SECTION 10.04	 	Collateral Agent Compensation	138
	 	SECTION 10.05	 	Collateral Agent Removal	138
	 	SECTION 10.06	 	Limitation on Liability	139
	 	SECTION 10.07	 	Collateral Agent Resignation	140
	ARTICLE XI.	MISCELLANEOUS	140
	 	SECTION 11.01	 	Amendments and Waivers	140
	 	SECTION 11.02	 	Notices, Etc	142
	 	SECTION 11.03	 	No Waiver; Remedies	143
	 	SECTION 11.04	 	Binding Effect; Assignability; Multiple Lenders	143
	 	SECTION 11.05	 	Term of This Agreement	144
	 	SECTION 11.06	 	GOVERNING LAW; JURY WAIVER	144
	 	SECTION 11.07	 	Costs, Expenses and Taxes	145
	 	SECTION 11.08	 	No Proceedings	145
	 	SECTION 11.09	 	Recourse Against Certain Parties	146
	 	SECTION 11.10	 	Execution in Counterparts; Severability; Integration	147
	 	SECTION 11.11	 	Consent to Jurisdiction; Service of Process	147
	 	SECTION 11.12	 	Characterization of Conveyances Pursuant to the Purchase and Sale Agreement	148
	 	SECTION 11.13	 	Confidentiality	149







 




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TABLE OF CONTENTS


(continued)


 





	 	 	 	 	Page
	 	 	 	 	 
	 	SECTION 11.14	 	Non-Confidentiality of Tax Treatment	150
	 	SECTION 11.15	 	Waiver of Set Off	151
	 	SECTION 11.16	 	Headings and Exhibits	151
	 	SECTION 11.17	 	Ratable Payments	151
	 	SECTION 11.18	 	Failure of Borrower or Servicer to Perform Certain Obligations	151
	 	SECTION 11.19	 	Power of Attorney	151
	 	SECTION 11.20	 	Delivery of Termination Statements, Releases, etc	152
	 	SECTION 11.21	 	Permitted BDC Merger	152




 




    iv


     


    

 


LIST OF SCHEDULES
AND EXHIBITS


 


	SCHEDULES	 
	 	 
	SCHEDULE I	Conditions Precedent Documents
	SCHEDULE II	Eligibility Criteria
	SCHEDULE III	Agreed-Upon Procedures For Independent Public Accountants
	SCHEDULE IV	Loan Asset Schedule
	SCHEDULE V	Advance Funding Account – Wire
    Instructions
	SCHEDULE VI	Schedule VI Loan Assets
	 	 
	EXHIBITS	 
	 	 
	EXHIBIT A	Form of Approval Notice
	EXHIBIT B	Form of Borrowing Base Certificate
	EXHIBIT C	Form of Conversion Notice
	EXHIBIT D	Form of Disbursement Request
	EXHIBIT E	Form of Joinder Supplement
	EXHIBIT F	Form of Notice of Borrowing
	EXHIBIT G	Form of Notice of Reduction (Reduction of Advances Outstanding/Maximum Facility Amount)
	EXHIBIT H	Form of Variable Funding Note
	EXHIBIT I	Form of Notice and Request for Consent
	EXHIBIT J-1	Form of Monthly Servicing Report
	EXHIBIT J-2	Form of Quarterly Servicing Report
	EXHIBIT K	Form of Servicer’s Certificate (Servicing Report)
	EXHIBIT L	Form of Release of Required Loan Documents
	EXHIBIT M	Form of Assignment and Acceptance
	EXHIBIT N	Form of Power of Attorney for Servicer
	EXHIBIT O	Form of Power of Attorney for Borrower
	EXHIBIT P	Form of Servicer’s Certificate (Loan Asset Register)
	EXHIBIT Q	Form of Underwriting Request
	 	 
	ANNEXES	 
	 	 
	ANNEX A	Commitments




 




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TABLE OF CONTENTS


 


Page


 


This LOAN AND SERVICING
AGREEMENT is made as of December 2, 2015, among:


 


(1)           CCT
TOKYO FUNDING LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Borrower”);


 


(2)           FS
KKR CAPITAL CORP. (as successor in interest to Corporate Capital Trust, Inc.), a Maryland corporation, as the Servicer (as defined
herein) and as the Transferor (as defined herein);


 


(3)           SUMITOMO
MITSUI BANKING CORPORATION, a Japanese joint stock corporation, as Administrative Agent (together with its successors and assigns
in such capacity, the “Administrative Agent”) and as the Collateral Agent (together with its successors and
assigns in such capacity, the “Collateral Agent”); and


 


(4)           EACH
OF THE LENDERS FROM TIME TO TIME PARTY HERETO, as a Lender.


 


PRELIMINARY STATEMENT


 


The Lenders
have agreed, on the terms and conditions set forth herein, to provide a secured revolving credit facility which shall provide for
Advances from time to time in an aggregate principal amount not to exceed the Borrowing Base. The proceeds of the Advances will
be used (a) to finance the Borrower’s purchase, on a “true sale” basis, of Eligible Loan Assets from the Transferor,
approved by the Administrative Agent, pursuant to the Purchase and Sale Agreement between the Borrower and the Transferor, (b)
to finance the Borrower’s purchase, on a “true sale” basis, of Eligible Loan Assets, approved by the Administrative
Agent, from Persons that are not Affiliates of the Borrower, the Servicer or the Transferor, (c) to fund the Unfunded Exposure
Account and (d) to distribute such proceeds to the Borrower’s parent. Further, the Lenders, in entering into this transaction,
are relying on the separateness of the Borrower from the Parent as an important structural element of this transaction. Accordingly,
the parties agree as follows:


 


ARTICLE
I.


 


DEFINITIONS


 


SECTION 1.01     Certain Defined Terms.


 


(a)   
Certain capitalized terms used throughout this Agreement are defined above or in this Section 1.01.


 


(b)   
As used in this Agreement and the exhibits and schedules thereto (each of which is hereby incorporated herein and made a
part hereof), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):


 




     


     


    

 


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


 


“Account
Bank” means Wells Fargo, in its capacity as the “Account Bank” pursuant to the Control Agreement.


 


“Action”
has the meaning assigned to that term in Section 8.03.


 


“Additional
Amount” has the meaning assigned to that term in Section 2.11(a).


 


“Adjusted Borrowing
Value” means for any Loan Asset, for any date of determination, an amount equal to the Assigned Value of such Loan
Asset at such time multiplied by the Outstanding Balance of such Loan Asset; provided that the Adjusted Borrowing
Value of any Warranty Loan Asset or Loan Asset (or, if applicable, any portion thereof representing the Excess Concentration
Amount for such Loan Asset) that is no longer an Eligible Loan Asset shall be zero (provided that the Administrative
Agent in its sole and absolute discretion, may agree to a value other than zero).


 


“Administrative
Agent” means Sumitomo Mitsui Banking Corporation, in its capacity as administrative agent for the Lenders, together with
its successors and assigns, including any successor appointed pursuant to Article IX.


 


“Advance”
means each loan advanced by the Lenders to the Borrower on an Advance Date pursuant to Article II.


 


“Advance
Date” means, with respect to any Advance, the Business Day on which such Advance is made.


 


“Advance
Funding Account” means an account in the name of the Borrower (account number 84455304 at the Account Bank) with the
wire instructions set forth on Schedule V or such other account or with such other wire instructions as from time to time
the Borrower has designated to the Administrative Agent in writing with evidence satisfactory to the Administrative Agent confirming
that a Responsible Officer of the Borrower has requested such account or wire instruction modification in writing.


 


“Advances
Outstanding” means, at any time, the sum of the principal amounts of Advances made to the Borrower for the initial
and any subsequent borrowings pursuant to Sections 2.01 and 2.02 as of such time, reduced by the aggregate
Available Collections received and distributed as repayment of principal amounts of Advances Outstanding pursuant to Section
2.04  at or prior to such time and any other amounts
received by the Lenders to repay the principal amounts of Advances Outstanding pursuant to Section 2.18 or otherwise
at or prior to such time; provided that the principal amounts of Advances Outstanding shall not be reduced by any
Available Collections or other amounts if at any time such Available Collections or other amounts are rescinded or must be
returned for any reason.


 


“Affected Party”
has the meaning assigned to that term in Section 2.10.


 




     2


     


    

 


“Affiliate”
when used with respect to a Person, means any other Person controlling, controlled by or under common control with such Person.
For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to
vote 20% or more of the voting securities of such Person or to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing; provided that for purposes of determining whether any Loan Asset is an Eligible
Loan Asset or for purposes of Section 5.01(b)(xix), the term Affiliate shall not include any Affiliate relationship which
may exist solely as a result of direct or indirect ownership or control by (x) a common Financial Sponsor, (y) a Financial Sponsor
that is under common control with such Person or (z) Persons under common control in different industries and whose assets do not
cross-collateralize different Loan Assets.


 


“Agented
Note” means any Loan Asset (i) originated as a part of a syndicated loan transaction that has been closed (without regard
to any contemporaneous or subsequent syndication of such Loan Asset) prior to such Loan Asset becoming part of the Collateral Portfolio
and (ii) with respect to which, upon an assignment of the note to the Borrower, the Borrower, as assignee of the note, will have
all of the rights but none of the obligations of the transferor with respect to such note and the Underlying Collateral.


 


“Agreement”
means this Loan and Servicing Agreement (including any schedules, exhibits or annexes), as the same may be amended, restated, supplemented
and/or otherwise modified from time to time hereafter.


 


“Agreement
and Plan of Merger” means that certain Agreement and Plan of Merger, dated as of July 22, 2018, by and among CCT, FS
Investment Corporation, IC Acquisition, Inc. and FS/KKR Advisor, LLC.


 


“Applicable
Law” means for any Person or property of such Person all existing and future laws, rules, regulations (including temporary
and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders, licenses of and published
interpretations by any Governmental Authority applicable to such Person (including, without limitation, predatory lending laws,
usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting
Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve
Board’s Regulations “B” and “Z”, the Servicemembers Civil Relief Act of 2003 and state adaptations
of the National Consumer Act and of the Uniform Consumer Credit Code and all other consumer credit laws and equal credit opportunity
and disclosure laws) and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other
administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.


 


“Applicable
Percentage” means, for each Eligible Loan Asset, the corresponding percentage for the type of Loan Asset (such type to
be determined as of the Cut-Off Date of each Loan Asset and set forth on Approval Notice pertaining to such Loan) set forth below:


 


 (a)     that is a First Lien Loan Asset (other than a Broadly Syndicated Loan Asset, 65%;




 




     3


     


    

 





 (b)     that is a Broadly Syndicated Loan Asset, 70%; and




 


 (c)     that is a Second Lien Loan Asset, 25%.




 


“Applicable Spread” has the meaning
assigned to that term in the Lender Fee Letter.


 


“Approval
Notice” means, with respect to any Eligible Loan Asset, the written notice, in substantially the form attached
hereto as Exhibit A, evidencing the approval by the Administrative Agent, in its sole discretion, of the acquisition
of such Eligible Loan Asset by the Borrower.


 


“Approved
Valuation Firm” means (a) each of (i) Houlihan Lokey Howard & Zukin, (ii) Lincoln International LLC (f/k/a
Lincoln Partners LLC), (iii) Duff & Phelps Corp. and (iv)   Valuation
Research CorporationCorp. and
(b) any other nationally recognized valuation firm approved by each of the Borrower and the Administrative Agent in their
sole reasonable discretion.


 


“Assigned Documents” has the meaning
assigned to that term in Section 2.12.


 


“Assigned
Value” means (a) with respect to each Loan Asset constituting a First Lien Loan Asset, as of any date of determination
and expressed as a percentage of the Outstanding Balance of such Loan Asset, (i) on and after the Cut-Off Date with respect to
such Loan Asset but prior to the occurrence of a Value Adjustment Event with respect to such Loan Asset, (A) if the purchase price
of such Loan Asset was less than 95% of the par amount of such Loan Asset, a percentage equal to the purchase price divided by
the par amount and (B), otherwise, 100.0% and (ii) after any occurrence of a Value Adjustment Event, the lesser of (x) 100% and
(y) any value determined pursuant to Section 2.19 and (b) with respect to each Loan Asset constituting a Second Lien Loan
Asset, as of any date of determination and expressed as a percentage of the Outstanding Balance of such Loan Asset, (i) on and
after the Cut-Off Date with respect to such Loan Asset but prior to the occurrence of a Value Adjustment Event with respect to
such Loan Asset, the lesser of (A) 100.0% and (B) the value assigned to such Loan Asset by the Administrative Agent in its sole
discretion as of the Cut-Off Date of such Loan Asset and (ii) after any occurrence of a Value Adjustment Event, the lesser of (x)
100% and (y) any value determined pursuant to Section 2.19. Notwithstanding anything herein
to the contrary, as of the Sixth Amendment Date, the Loan Assets set forth on Schedule VI hereto (the “Schedule VI Loan Assets”)
shall have the Assigned Values set forth on Schedule VI hereto (the “Sixth Amendment Assigned Values”); provided that,
prior to the occurrence of a Value Adjustment Event with respect to a Schedule VI Loan Asset after the Sixth Amendment Date in
which the Administrative Agent has reduced the Assigned Value of such Schedule
VI Loan Asset below the applicable Sixth Amendment Assigned Value, the Borrower may not retain an Approved Valuation Firm to value
such Schedule VI Loan Asset and the Servicer may not request the Administrative Agent re-evaluate the Assigned Value for such Schedule VI Loan Asset.


 


“Assignment
and Acceptance” has the meaning assigned to that term in Section 11.04(a).


 




     4


     


    

 


“Available
Collections” means all cash collections and other cash proceeds actually received with respect to any Loan Asset, including
without limitation, all Principal Collections, all Interest Collections, all proceeds of any sale or disposition with respect
to such Loan Asset, cash proceeds or other funds received by the Borrower or the Servicer with respect to any Underlying Collateral
(including from any guarantors), all other amounts on deposit in the Collection Account from time to time, and all proceeds of
Permitted Investments with respect to the Controlled Accounts; provided that, for the avoidance of doubt, “Available
Collections” shall not include amounts on deposit in the Unfunded Exposure Account that do not represent proceeds of Permitted
Investments.


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for
such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used
for determining the length of an Interest Period pursuant to this Agreement as
of such date and not including, for the avoidance of doubt any tenor for such Benchmark that is then-removed from the definition
of “Interest Period” pursuant to Section 11.01(f).


 


“Bankruptcy
Code” means Title 11, United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time.


 


“Bankruptcy Event”
shall be deemed to have occurred with respect to a Person if either:


 


(i)          a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the
liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such
Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, administrator, sequestrator
or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person
under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such
case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order
for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or
other similar laws now or hereafter in effect; or


 


(ii)         such Person shall commence a voluntary case or other proceeding under any Bankruptcy Laws now or hereafter in effect, or
shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or other similar official) for such Person or all or substantially all of its assets, or shall make any general assignment for
the benefit of creditors, or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or,
if a corporation or similar entity, its board of directors or members shall vote to implement any of the foregoing.


 


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


 




     5


     


    

 


“Bankruptcy
Proceeding” means any case, action or proceeding before any court or other Governmental Authority relating to any Bankruptcy
Event.


 


“Base
Rate” means, on any date, a fluctuating per annum interest rate equal to the higher of (a) the Prime Rate as of
such date orand
(b) the Federal Funds Rate as of such date plus 0.50%.


 


“Base
Rate Advance” means any Advance (i) not made as a LIBOR Advance in accordance with Section 2.02(b) and (ii) not
converted into a LIBOR Advance in accordance with Section 2.02(c).


 


“Base
Rate Advances Outstanding” means, at any time, the outstanding Base Rate Advances.


 


“Base
Rate Yield Rate” means, as of any date of determination, an interest rate per annum equal to the Base Rate
for such date plus the Applicable Spread.


 



“Basel
III Regulation” means, with respect to any Affected Party, any rule, regulation or guideline applicable to such
Affected Party and arising directly or indirectly from (a) any of the following documents prepared by the Basel Committee on Banking
Supervision of the Bank of International Settlements: (i) Basel III: International Framework for Liquidity Risk Measurement, Standards
and Monitoring (December 2010), (ii) Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems (June
2011), (iii) Basel III: The Liquidity Coverage Ratio and Liquidity Risk Monitoring Tools (January 2013), or (iv) any document
supplementing, clarifying or otherwise relating to any of the foregoing, or (b) any accord, treaty, statute, law, rule, regulation,
guideline or pronouncement (whether or not having the force of law) of any governmental authority implementing, furthering or
complementing any of the principles set forth in the foregoing documents of strengthening capital and liquidity, in each case
as from time to time amended, restated, supplemented or otherwise modified. Without limiting the generality of the foregoing,
“Basel III Regulation” shall include Part 6 of European Union regulation 575/2013 on prudential requirements for credit
institutions and investment firms (the “CRR”) and any law, regulation, standard, guideline, directive or other publication
supplementing or otherwise modifying the CRR.Benchmark”
means, initially, LIBOR; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related
Benchmark Replacement Date have occurred with respect to LIBOR or the then-current Benchmark, then “Benchmark” means
the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant
to Section 11.01(c).


 


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


 


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


 




     6


     


    

 


(2)              
the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment; or


 


(3)              
the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving
due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such
a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark
rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and
(b) the related Benchmark Replacement Adjustment;


 


provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service
that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion. If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above
would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and
the other Transaction Documents.


 


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


 


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


 


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


 


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


 


(2)          
for purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for
calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by
the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection
or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark


 




     7


     


    

Replacement
Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment,
or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities;


 


provided
that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such
Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 


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


 


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


 


(1)          in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the
public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors
of such Benchmark (or such component thereof);


 


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


 


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


 


For
the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier
than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior
to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred
in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of


 




     8


     


    

 


the applicable
event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component
used in the calculation thereof).


 


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


 


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


 


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


 


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


 


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


 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to
clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark
for all purposes hereunder and under any Transaction Document in accordance with Section 11.01 and (y) ending at the time that
a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document
in accordance with Section 11.01.


 


“Benefit Plan Entity”
has the meaning assigned to that term in Section 4.01(x)._


 


“Borrower” has the meaning assigned to that
term in the preamble hereto.


 




     9


     


    

 





“Borrowing Base” means, as of
any date of determination, an amount equal to the lesser of:


 


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


 


(b)          (i) the Maximum Facility Amount as of such date, minus (ii) the Unfunded Exposure Amount as of such date, plus
(iii) amounts on deposit in the Unfunded Exposure Account as of such date; provided that, for the avoidance of doubt, any
Loan Asset (or, if applicable, any portion thereof representing the Excess Concentration Amount for such Loan Asset) which at any
time is no longer an Eligible Loan Asset shall not be included in the calculation of “Borrowing Base”.


 


“Borrowing
Base Certificate” means a certificate setting forth the calculation of the Borrowing Base as of the applicable date of
determination substantially in the form of Exhibit B hereto, prepared by the Servicer.


 


“Borrowing
Base Deficiency” means, as of any date of determination, the extent to which the aggregate Advances Outstanding on such
date exceeds the Borrowing Base.


 


“Breakage
Fee” means, for any full or partial repayment of any LIBOR Advance on any date other than a Payment Date or with less
than three Business Days’ prior written notice to the Administrative Agent, the breakage costs, if any related to such repayment,
which shall be deemed to be the amount determined by the Administrative Agent to be the excess of (a) the amount of interest that
would have accrued on the principal amount of the LIBOR Advance had such prepayment not occurred, at the LIBORBenchmark rate that would have been applicable to such LIBOR Advance, for the period from the date of such prepayment to (i) the last day
of the then-current Interest Period therefor if on such last day the Administrative Agent will have had at least three Business
Days’ notice of such prepayment and (ii) if on such last day the Administrative Agent will not have had at least three Business
Days’ notice of such prepayment, the last day of the next Interest Period therefor, over (b) the amount of interest that
would accrue on such principal amount for such period at the interest rate which the Administrative Agent would earn for a deposit
in Dollars of a comparable amount and period from other banks in the Eurocurrency market.


 


“Broadly
Syndicated Loan Asset” means any Loan Asset (a) that is part of a credit facility with a facility size on the date of
origination thereof at least equal to U.S.$250,000,000 and (b) as to which, on the date of origination thereof, (i) Moody’s
has either (x) assigned a corporate family rating to an Obligor thereon or (y) assigned to such credit facility a monitored publicly
available rating and (ii) S&P has either (x) assigned an issuer credit rating to the Obligor thereof or (y) assigned to such
credit facility a monitored publicly available rating.


 




     10


     


    

 


“Business
Day” means a day of the year other than (i) Saturday or a Sunday or (ii) any other day on which commercial banks in
New York, New York or the city in which the offices of the Collateral Agent are located and are authorized or required by Applicable
Law, regulation or executive order to close; provided that, if any determination of a Business Day shall relate to an LIBOR
Advance (or the replacement Benchmark), the term “Business Day” shall also
exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market. For avoidance of doubt,
if the offices of the Collateral Agent are authorized by Applicable Law, regulation or executive order to close but remain open,
such day shall not be a “Business Day”.


 


“Cause”
means, with respect to an Independent Director, (i) acts or omissions by such Independent Director that constitute willful disregard
of, bad faith or gross negligence with respect to, or a breach of such Independent Director’s duties as set forth in the
Borrower’s organizational documents, (ii) that such Independent Director has engaged in or has been charged with, or has
been convicted of, fraud or other acts constituting a crime under any law applicable to such Independent Director, (iii) that such
Independent Director is unable to perform his or her duties as Independent Director due to death, disability or incapacity, or
(iv) that such Independent Director no longer meets the definition of Independent Director.


 


“CCT”
means (i) prior to the consummation of a Permitted BDC Merger, Corporate Capital Trust, Inc., a Maryland corporation, (ii) on or
after the consummation of the Permitted BDC Merger on December 19, 2018 and prior to any additional Permitted BDC Merger, FS KKR
Capital Corp. (as successor in interest to Corporate Capital Trust, Inc.), a Maryland corporation, and (iii) on or after the consummation
of any additional Permitted BDC Merger, the applicable Permitted BDC.


 


“Change
of Control” shall be deemed to have occurred if any of the following occur (other than in connection with, relating to
or arising from a Permitted BDC Merger):


 


(a)          the Management Agreement shall fail to be in full force and effect;


 


(b)          the certificate of incorporation, by-laws and any other governing documents of the Parent shall fail to be in full force
and effect;


 


(c)          the creation or imposition of any Lien (other than a Permitted Lien) on any limited liability company membership interest
in the Borrower without the prior written consent of the Administrative Agent;


 


(d)          the failure by the Parent, directly or indirectly, to own 100% of the limited liability company membership interests in
the Borrower;


 


(e)          the assignment or transfer by (i) prior to the consummation of a Permitted BDC Merger, CCT, and (ii) on or after the consummation
of each Permitted BDC Merger, the applicable Permitted BDC, of its rights or obligations as “Servicer” under this Agreement
and any other Transaction Document to an entity other than an Affiliate of (i) prior to the consummation of a Permitted BDC Merger,
CCT, and (ii) on or after the consummation of each


 




     11


     


    

 


Permitted BDC Merger, the applicable Permitted BDC
(other than pursuant to Section 6.01 following the delivery of a Servicer Termination Notice);


 


(f)          any event which results in a change of Control of (i) prior to the consummation of a Permitted BDC Merger, CCT, and (ii)
on or after the consummation of each Permitted BDC Merger, the applicable Permitted BDC; or


 


(g)         the failure of KKR Credit Advisors (US) LLC or a Permitted Successor Advisor to act as an advisor to the Servicer.


 


“Closing Date” means December 2,
2015.


 


“Code” means the Internal Revenue
Code of 1986, as amended.


 


“Collateral
Agent” has the meaning assigned to that term in the preamble hereto.


 


“Collateral Agent
Expenses” means all accrued and unpaid expenses (including reasonable attorneys’ fees, costs and expenses)
and indemnity amounts payable by the Borrower to the Collateral Agent under the Transaction Documents.


 


“Collateral
Agent Fees” means, with respect to any Payment Date, fees in the amount equal to the product of (x) 0.04% per
annum and (y) (i) the average Outstanding Balance of the Loan Assets during each day of the related Remittance Period plus
(ii) the average amount on deposit in the Principal Collection Account during each day of the related Remittance Period plus
(iii) the average amount on deposit in the Unfunded Exposure Account during each day of the Related Remittance Period;
provided that the Collateral Agent Fees shall not be less than $50,000 annually; provided further that,
notwithstanding any of the foregoing, other than Collateral Agent fees incurred during a period in which an Event of Default
has occurred and not been cured and fees incurred in connection with such Event of Default, so long as SMBC or its Affiliate
is the Collateral Agent, the Collateral Agent Fees shall be $0.


 


“Collateral
Agent Termination Notice” has the meaning assigned to that term in Section 10.05.


 


“Collateral
Custodian” means Wells Fargo, not in its individual capacity, but solely as collateral custodian pursuant to the
terms of the Custody Agreement.


 


“Collateral
Custodian and Account Bank Expenses” means the expenses set forth in the Collateral Custodian and Account Bank Fee Letter
and all accrued and unpaid expenses including reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable
by the Borrower to the Collateral Custodian and Account Bank under the Transaction Documents.


 


“Collateral
Custodian and Account Bank Fee Letter” means the Fee Schedule accepted by the Servicer on behalf of the Borrower and
the Collateral Custodian and Account Bank on December 2, 2015, as such Fee Schedule may be amended, modified, supplemented, restated
or replaced from time to time.


 




     12


     


    

 


“Collateral
Custodian and Account Bank Fees” means the fees set forth in the Collateral Custodian and Account Bank Fee Letter that
are payable to the Collateral Custodian and Account Bank.


 


“Collateral
Portfolio” means all right, title, and interest (whether now owned or hereafter acquired or arising, and wherever located)
of the Borrower, to and under all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper,
copyrights, copyright licenses, equipment, fixtures, contract rights, general intangibles (including payment intangibles), instruments,
certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial
tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions,
or other property consisting of, arising out of, or related to any of the following (in each case excluding the Retained Interest
and the Excluded Amounts):


 


(i)          the Portfolio Assets, and all monies due or to become due in payment under the Loan Assets included therein on and after
the related Cut-Off Date, including, but not limited to, all Available Collections;


 


(ii)         the Controlled Accounts and all Permitted Investments purchased with funds on deposit in the Controlled Accounts; and (iii)
all income and Proceeds of the foregoing.


 


“Collection
Account” means a trust account (comprised of the Interest Collection Account and the Principal Collection Account) in
the name of the Borrower for the benefit of and under the control of the Collateral Agent for the benefit of the Secured Parties;
(it being understood, however, that the Servicer shall be able to request distributions and releases therefrom in accordance herewith
and expressly permitted hereby); provided that the funds deposited therein (including any interest and earnings thereon)
from time to time and subject to the terms thereof shall constitute the property and assets of the Borrower, and the Borrower shall
be solely liable for any Taxes payable with respect to the Collection Account.


 


“Collection
Date” means the date on which the aggregate outstanding principal amount of the Advances Outstanding have been repaid
in full and all Yield and Fees and all other Obligations have been indefeasibly paid in full (other than contingent reimbursement
and indemnification obligations for which no claim has been made), and the Borrower shall have no further right to request any
additional Advances.


 


“Commitment”
means, with respect to each Lender, (i) prior to the end of the Reinvestment Period or for purposes of Advances made pursuant to
Section 2.02(f), the Dollar amount set forth opposite such Lender’s name on Annex A hereto (as such amount
may be revised from time to time in accordance with the terms hereof) or the amount set forth as such Lender’s “Commitment”
on Schedule I to the Joinder Supplement relating to such Lender, as applicable, and (ii) after the Reinvestment Period (other than
for purposes of Advances made pursuant to Section 2.02(f)), such Lender’s Pro Rata Share of the aggregate Advances
Outstanding.


 




     13


     


    

 


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


 


“Control
Agreement” means that certain securities account control agreement, dated as of the date hereof, by and among the Borrower,
the Servicer, the Collateral Agent and the Account Bank, as such agreement may from time to time be amended, supplemented or otherwise
modified in accordance with the terms thereof.


 


“Controlled
Accounts” means the Collection Account and the Unfunded Exposure Account.


 


“Conversion
Date” means, with respect to any Advance, the Business Day on which such Advance was, or is to be, converted from a
Base Rate Advance to a LIBOR Advance.


 


“Conversion
Notice” means, with respect to any Advance, the written notice, in substantially the form attached hereto as Exhibit
C, evidencing the request of the Borrower to the Administrative Agent to convert such Advance from a Base Rate Advance into
a LIBOR Advance.


 


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


 


“Custody
Agreement” means that certain Custody Agreement, dated the date of this Agreement, by and among the Borrower, the Servicer,
the Transferor, the Administrative Agent, the Collateral Agent, and the Collateral Custodian.


 


“Cut-Off
Date” means, with respect to each Loan Asset, the date such Loan Asset is acquired by the Borrower.


 


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


 


“Defaulted
Loan Asset” means a Loan Asset which has become subject to a Value Adjustment Event of the type described in clauses
(i) or (ii) of the definition thereof. If the Value Adjustment Event which gave rise to a Defaulted Loan Asset is cured,
the Borrower may submit such Loan Asset for review by the Administrative Agent (in its sole discretion) for the purpose of re-classifying
such Loan Asset as a Loan Asset which is no longer a Defaulted Loan Asset.


 


“Delayed
Draw Loan Asset” means a Loan Asset that is fully committed on the initial funding date of such Loan Asset and is required
to be fully funded in one or more


 




     14


     


    

 


installments on draw dates to occur within one year
of the initial funding of such Loan Asset but which, once all such installments have been made, has the characteristics of a Term
Loan Asset.


 


“Disbursement
Request” means a disbursement request from the Servicer (on behalf of the Borrower) to the Account Bank in the form attached
hereto as Exhibit D in connection with a disbursement request from the Unfunded Exposure Account in accordance with Section
2.04(c).


 


“Dollar”,
“USD” or “U.S.$” means a dollar or other equivalent unit in such coin or currency of the
United States as at the time shall be legal tender for all debts, public and private.


 





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


 


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


 


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


 


“EBITDA”
meanmeans,
with respect to any period and any Loan Asset, the meaning of “EBITDA”, “Adjusted EBITDA” or any comparable
definition in the Loan Agreement for such Loan Asset (together with all reasonable add-backs and exclusions as designated in such
Loan Agreement), and in any case that “EBITDA”, “Adjusted EBITDA” or such comparable definition is not
defined in such Loan Agreement, an amount, for the principal obligor on such Loan Asset and any of its parents or Subsidiaries
that are obligated pursuant to the Loan Agreement for such Loan Asset (determined on a consolidated basis without duplication
in accordance with GAAP) equal to earnings from continuing operations for such period plus interest expense, income taxes, unallocated
depreciation and amortization for such period (to the extent deducted in determining earnings from continuing operations for such
period), and any other item the Servicer and the Administrative Agent mutually deem to be appropriate.


 


“Eligible
Bid” means a bid made in good faith by a bidder for all or any portion of the Collateral Portfolio in connection with
a sale of the Collateral Portfolio in whole or in part pursuant to Section 7.02(i).


 


“Eligible
Loan Asset” means, at any time, a Loan Asset which has been Pledged hereunder in respect of which each of the representations
and warranties contained in Section 4.02 and Schedule II hereto is true and correct as of such time.





 


“Eligible Replacement” has the
meaning assigned to that term in Section 6.01(c).


 




     15


     


    

 





“Eligible
Successor Agent” has the meaning assigned to that term in Section 9.01(h).


 


“Environmental
Laws” means any and all foreign, federal, state and local laws, statutes, ordinances, rules, regulations, permits,
licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of human
health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing,
distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or
remediation of Hazardous Materials. Environmental Laws include, without limitation, the Comprehensive Environmental Response,
Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Material Transportation Act (49 U.S.C.
§ 331 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal
Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.),
the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300, et seq.),
the Environmental Protection Agency’s regulations relating to underground storage tanks (40 C.F.R. Parts 280 and 281),
and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), and the rules and regulations thereunder,
each as amended or supplemented from time to time.


 


“ERISA”
means the United States Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“ERISA
Affiliate” means (a) any corporation that is a member of the same controlled group of corporations (within the meaning
of Section 414(b) of the Code) as the Borrower or Servicer, as applicable, (b) a trade or business (whether or not incorporated)
under common control (within the meaning of Section 414(c) of the Code) with the Borrower or Servicer, as applicable, or (c) for
purposes of Section 302 of ERISA and Section 412 of the Code, a member of the same affiliated service group (within the meaning
of Section 414(m) of the Code) as the Borrower or Servicer, as applicable, any corporation described in clause (a) above
or any trade or business described in clause (b) above.


 


“Eurodollar
Disruption Event” means the occurrence of any of the following: (a) SMBC shall have notified the Administrative Agent
of a determination by SMBC or any of its assignees or participants that it would be contrary to law or to the directive of any
central bank or other Governmental Authority (whether or not having the force of law) to obtain Dollars in the London interbank
market to fund any Advance, (b) SMBC shall have notified the Administrative Agent of the inability, for any reason, of SMBC or
any of its respective assignees or participants to determine LIBORthe applicable Benchmark, (c) SMBC shall have notified the Administrative Agent of a determination by SMBC or any of its
respective assignees or participants that the rate at which deposits of Dollars are being offered to SMBC or any of its respective
assignees or participants in the London interbank market does not accurately reflect the cost to SMBC or its assignee or participant
of making, funding or maintaining any Advance or (d) SMBC shall have notified the Administrative Agent of the inability of SMBC
or any of its respective assignees or participants to obtain Dollars in the London interbank market to make, fund or maintain any
Advance.


 


“Event of Default” has the meaning
assigned to that term in Section 7.01.


 




     16


     


    

 


“Excepted Persons”
has the meaning assigned to that term in Section 11.13(a).


 


“Excess
Concentration Amount” means, as of any date of determination, the sum of the Adjusted Borrowing Value of all Eligible
Loan Assets as of such date that are Second Lien Loan Assets in excess of 20.0% of the Excess Concentration Measure.


 


“Excess
Concentration Measure” means, as of any date of determination, the sum of the Adjusted Borrowing Value of each Eligible
Loan Asset.


 


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


 


“Excluded
Amounts” means (a) any amount received in the Collection Account with respect to any Loan Asset included as part of
the Collateral Portfolio, which amount is attributable to the payment of any Tax, fee or other charge imposed by
any Governmental Authority on such Loan Asset or on any Underlying Collateral and (b) any amount received in the
Collection Account or other Controlled Account representing (i) any amount representing a reimbursement of insurance
premiums, (ii) any escrows relating to Taxes, insurance and other amounts in connection with Loan Assets which are held in an
escrow account for the benefit of the Obligor and the secured party pursuant to escrow arrangements under a Loan Agreement
and (iii) any amount received in the Collection Account with
respect to any Loan Asset retransferred or substituted for upon the occurrence of a Warranty Event or that is otherwise
replaced by a Substitute Eligible Loan Asset, or that is otherwise sold or transferred by the Borrower pursuant to Section
2.07, to the extent such amount is attributable to a time after the effective date of such replacement or sale.


 


“Excluded
Taxes” has the meaning assigned to that term in Section 2.11(a).


 


“Exposure Amount”
means, as of any date of determination, with respect to each Loan Asset owned by the Borrower, the maximum unfunded
commitment associated with such Loan Asset (including, without limitation, any letter of credit reimbursements).


 


“Extension
Fee” has the meaning assigned to that term in the Lender Fee Letter.


 


“Facility Maturity Date”
means the earliest to occur of (i) the Stated Maturity Date, (ii) the date of the declaration, or automatic occurrence, of
the Facility Maturity Date pursuant to Section 7.01, (iii) the Collection Date and (iv) the occurrence of the
termination of this Agreement pursuant to Section 2.18(b) hereof.


 


“Fair
Market Value” means, with respect to any Loan Asset or item of Collateral Portfolio, as of each date fair market value
information is publicly published by the Borrower, Servicer or Transferor, as applicable, if such Loan Asset has been reduced in
value on such date below the original principal amount, the lesser of (i) the fair market value of such Loan Asset as required
by, and in accordance with, the 1940 Act and any orders of the Securities and Exchange Commission issued to the Transferor, to
be determined by the board of directors of the Transferor and reviewed by its auditors and (ii) the fair value of such Loan Asset
determined in accordance with GAAP.


 




     17


     


    

 


“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,
any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements (or related legislation
or official administrative rules or practices) implementing the foregoing.


 


“Federal Funds Rate”
means, for any day, a fluctuating per annum interest rate equal, for each such day, to the rate set forth for such day opposite
the caption “Federal funds (effective)” in Federal Reserve Board Statistical Release H.15(519) or any successor or
substitute publication selected by the Administrative Agent (or, if such day is not a Business Day, for the next preceding Business
Day), or, if for any reason such rate is not available on any day, the rate determined, in the sole discretion of the Administrative
Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market at 9:00 a.m. on such
day. Notwithstanding anything herein to the contrary, in no event shall the Federal Funds Rate be less than 0.00%.


 


“Federal
Reserve Bank” means any of the twelve regional Federal Reserve Banks chartered under the laws of the United States.


 


“Fees”
means (i) the Non-Usage Fee, (ii) the Extension Fee, if applicable and (iii) the other fees payable to each Lender pursuant to
the terms of any Lender Fee Letter.


 


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


 


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


 


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


 


“First
Lien Loan Asset” means any Loan Asset that (i) provides that the payment obligation of the Obligor on such Loan Asset
is either senior to, or pari passu with, all other Indebtedness of such Obligor, (ii) is secured by a pledge of collateral,
which security interest is validly perfected and first priority under Applicable Law (subject to liens permitted under the applicable
Underlying Collateral that are reasonable for similar loans, and liens accorded priority by law in favor of any Governmental Authority),
and (iii) the Servicer determines in good faith that the value of the collateral or the enterprise value securing the Loan Asset
and ability to generate cash flow on or about the time of acquisition equals or exceeds the outstanding principal balance of the
Loan Asset plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral.


 




     18


     


    

 


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


 


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


 


“Fourth
Amendment Date” means November 30, 2018.


 


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


 


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


 


“Hazardous
Materials” means all materials subject to any Environmental Law, including, without limitation, materials listed in 49
C.F.R. § 172.010, materials defined as hazardous pursuant to § 101(14) of the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, flammable, explosive or radioactive materials, hazardous or toxic wastes or substances,
lead-based materials, petroleum or petroleum distillates or asbestos or material containing asbestos, polychlorinated biphenyls,
radon gas, urea formaldehyde and any substances classified as being “in inventory”, “usable work in process”
or similar classification that would, if classified as unusable, be included in the foregoing definition.


 


“Indebtedness”
means, with respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance
with customary trade practices) or that is evidenced by a note, bond, debenture or similar instrument or other evidence of indebtedness
customary for indebtedness of that type, (b) all obligations of such Person under leases that have been or should be, in accordance
with GAAP, recorded as capital leases, (c) all obligations of such Person in respect of acceptances issued or created for the account
of such Person, (d) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed
or otherwise become liable for the payment thereof, (e) all indebtedness, obligations or liabilities of that Person in respect
of derivatives, and (f) all obligations under direct or indirect guaranties in respect of obligations (contingent or otherwise)
to purchase or otherwise acquire, or to otherwise assure a creditor against loss in respect of, indebtedness or obligations of
others of the kind referred to in clauses (a) through (e); provided that, for the avoidance of doubt, any
Loan Assets sold by the Borrower in a manner which is characterized on the books of the Borrower as a secured borrowing by the
Borrower in accordance with GAAP but does not create any recourse to the Borrower (for example, where the Borrower sells a portion
of a loan which has been restructured as a first lien loan and a first lien last out loan) shall not constitute “Indebtedness”
of the Borrower.


 


“Indemnified Amounts” has the meaning
assigned to that term in Section 8.01.


 




     19


     


    

 


“Indemnified Party”
has the meaning assigned to that term in Section 8.01.


 


“Indemnifying Party” has the meaning assigned
to that term in Section 8.03.


 


“Independent
Director” means an individual who has prior experience as an independent director, independent manager or independent
member and who is provided by CT Corporation, Corporation Service Company, Puglisi & Associates, National Registered Agents,
Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then
providing professional Independent Directors, another nationally-recognized company reasonably approved by the Administrative Agent,
in each case that is not an Affiliate of the Borrower and that provides professional Independent Directors and other corporate
services in the ordinary course of its business, and which individual is duly appointed as an Independent Director and is not,
and for the five-year period prior to such individual’s appointment as Independent Director has not been, and will not while
serving as Independent Director be, any of the following:


 


(a)          a member, partner, equityholder, manager, director, officer or employee of the Borrower, the Parent, or any of their respective
equityholders or Affiliates (other than as an Independent Director of the Parent, the Borrower or an Affiliate of the Borrower
or the Parent or any special purpose vehicle that is required by a creditor to be a single purpose bankruptcy remote entity; provided
that such Independent Director is employed by a company that routinely provides professional Independent Directors or managers
in the ordinary course of its business);


 


(b)          a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Parent, or any
of their respective equityholders or Affiliates (other than as an employee of a nationally-recognized company that routinely provides
professional Independent Directors and other corporate services to the Borrower, the Parent or any of their respective Affiliates
in the ordinary course of its business);


 


(c)          a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service
provider; or


 


(d)          a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above.


 


For purposes of this definition,
“family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships and any person sharing the Independent Director’s household (other than a tenant or employee).


 


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


 


“Initial Advance” means the first
Advance made pursuant to Article II.


 


“Initial Payment Date”
means the 15th day of March, 2016 (or if such day is not a Business Day, the next succeeding Business Day).


 




     20


     


    

 


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


 


“Insurance
Policy” means, with respect to any Loan Asset, an insurance policy covering liability and physical damage to, or loss
of, the Underlying Collateral.


 


“Insurance
Proceeds” means any amounts received on or with respect to a Loan Asset under any Insurance Policy or with respect to
any condemnation proceeding or award in lieu of condemnation, other than (i) any such amount received which is required to be used
to restore, improve or repair the related real estate or required to be paid to the Obligor under the Loan Agreement or (ii) prior
to an Event of Default hereunder and with prior notice to the Administrative Agent, any such amount for which the Borrower has
elected, in its reasonable business discretion, to be used to restore, improve or repair the related real estate or otherwise to
be paid to the Obligor under the Loan Agreement.


 


“Interest
Collection Account” means a sub-account (account number 84455302 at the Account Bank) of the Collection Account into
which Interest Collections shall be deposited.


 


“Interest
Collections” means, (i) with respect to any Loan Asset, all payments and collections attributable to interest on such
Loan Asset, including, without limitation, all scheduled payments of interest and payments of interest relating to principal prepayments,
all delayed compensation (representing compensation for delayed settlement), all guaranty payments attributable to interest, proceeds
of any liquidations, sales or dispositions attributable to interest on such Loan Asset and all Recoveries attributable to interest
on such Loan Asset and (ii) amendment fees, late fees, waiver fees, prepayment fees, commitment fees, upfront fees, ticking fees
or other similar amounts received in respect of Loan Assets.


 


“Interest
Coverage Ratio” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Interest Coverage
Ratio” or any comparable definition in the Loan Agreement for such Loan Asset, and in any case that “Interest Coverage
Ratio” or such comparable definition is not defined in such Loan Agreement, the ratio of (a) EBITDA to (b) Interest, as
calculated by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements
and financial reporting packages provided by the relevant Obligor as per the requirements of the related Loan Agreement.


 


“Interest
Period” means with respect to any LIBOR Advance (i) the period beginning on, and including, the Advance Date or Conversion
Date, as applicable, with respect to such LIBOR Advance and ending on, but excluding, the first succeeding Payment Date (provided
that if the Advance Date or Conversion Date, as applicable, for any LIBOR Advance occurs prior to the Payment Date in the
same calendar month, the initial Interest Period for such LIBOR Advance shall end on, but exclude, the second succeeding Payment
Date) and (ii) thereafter, for so long as such LIBOR Advance or any portion thereof remains outstanding, each period beginning
on, and including, the Payment Date on which the immediately preceding Interest Period with respect to such LIBOR Advance ended
and ending on, but excluding, the next succeeding Payment Date.


 




     21


     


    

 


“Investment
Policies” means the Servicer’s written investment policies in effect on the date hereof (a copy of which has been
previously delivered to the Administrative Agent), as same may be amended from time to time in Servicer’s reasonable business
judgment.


 


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


 


“Joinder
Supplement” means an agreement among the Borrower, a Lender and the Administrative Agent in the form of Exhibit E
to this Agreement (appropriately completed) delivered in connection with a Person becoming a Lender hereunder after the Closing
Date.


 


“Lender”
means (i) SMBC, (ii) each financial institution which may from time to time become a Lender hereunder by executing and delivering
a Joinder Supplement to the Administrative Agent and the Borrower as contemplated by Section 2.22 and/or (iii) any other
Person to whom a Lender assigns any part of its rights and obligations under this Agreement and the other Transaction Documents
in accordance with the terms of Section 11.04.


 


“Lender
Allocation Percentage” means, as of any Payment Date Cut-Off, the greater of: (i) 65% and (ii) the percentage obtained
by dividing (x) the Advances Outstanding as of such date by (y) the sum of the Adjusted Borrowing Value of each Eligible Loan Asset
as of such date.


 


“Lender
Fee Letter” means each fee letter agreement that shall be entered into by and among the Borrower, the Servicer and the
applicable Lender in connection with the transactions contemplated by this Agreement, as amended, modified, waived, supplemented,
restated or replaced from time to time.


 


“LIBOR”
means, for any day during any Interest Period, with respect to any LIBOR Advance (or portion thereof), the rate per annum for
a three-month maturity appearing on the Reuters Screen LIBOR01 Page (or any successor or substitute page) (the “LIBOR
Page”) as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m., London time, on the
LIBOR Determination Date for such Interest Period; provided that for the initial Interest Period with respect to any LIBOR
Advance, if such Interest Period is shorter than three months or longer than three months, the Administrative Agent shall have
the right to determine LIBOR for such Interest Period as the rate per annum for a period of the same duration as such Interest
Period appearing on the LIBOR Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m., London
time, on the LIBOR Determination Date for such Interest Period, or if no rate per annum for deposits in Dollars for a period of
such duration is set forth on the LIBOR Page at such time on such LIBOR Determination Date, the Administrative Agent shall have
the right to determine LIBOR for such Interest Period by linear interpolation between the rate per annum for deposits in Dollars
for the next shorter period and the rate per annum for deposits in Dollars for the next longer period set forth on the LIBOR Page
at such time on such LIBOR Determination Date; provided further that if the rates that are described above in this definition
are not set forth on the LIBOR Page as of such times, the Administrative


 




     22


     


    

 


Agent shall determine
LIBOR (a) by reference to such other comparable publicly available information service for displaying rates for Dollar deposits
in the London interbank market as may be selected by the Administrative Agent, in its sole discretion, or (b) if no such service
is available, as the rate per annum at which Dollar deposits of $5,000,000 for a relevant maturity are offered by the principal
London office of Sumitomo Mitsui Banking Corporation Europe Limited at approximately 11:00 a.m. London time on such LIBOR Determination
Date for delivery on the first day of such Interest Period to other banks in the Eurocurrency market; provided further that
if the LIBOR Page rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


If
the Administrative Agent determines that a Eurodollar Disruption Event (other than a Benchmark Replacement Event) has occurred
and is continuing,
at the election of the Administrative Agent, the LIBOR Yield Rate shall be equal to the Base Rate plus the Applicable Spread for
each day until the Administrative Agent determines that such Eurodollar Disruption Event has ceased, at which time the LIBOR Yield
Rate shall again be equal to LIBOR
(or the applicable Benchmark) plus
the Applicable Spread for such LIBOR Advance for such date;
provided that if a Eurodollar Disruption Event has occurred and LIBOR (or the applicable Benchmark) has been replaced with
a Benchmark Replacement, such Eurodollar Disruption Event shall no longer be continuing, and “LIBOR” (or the applicable
Benchmark) shall mean such Benchmark Replacement. Notwithstanding anything herein to the contrary, if the alternative base rate
used to calculate interest for LIBOR Advances in substitution for LIBOR (or the applicable Benchmark) shall be less than zero,
such rate shall be deemed to be zero for purposes of this Agreement.


 


“LIBOR
Advance” means (i) any Advance made as a LIBOR Advance in accordance with Section 2.02(b) and (ii) any Advance
converted from a Base Rate Advance to a LIBOR Advance in accordance with Section 2.02(c).


 


“LIBOR Advances Outstanding”
means, at any time, the outstanding LIBOR Advances.


 


“LIBOR Determination
Date” means, with respect to each Interest Period, the day that is two Business Days prior to the first day of such
Interest Period.


 


“LIBOR
Yield” means, for any LIBOR Advances Outstanding, and any Interest Period for each such LIBOR Advance, the sum of the
amounts determined for each day in such Interest Period in accordance with the following formula: 


	 	 	 	 
	 	 	 	YR
        x L 
    D


	 	 	 	 
	where: 	YR	=	the LIBOR Yield Rate applicable
    to such LIBOR Advance during such Interest Period;
	 	 	 	 
	 	L	=	the outstanding
    principal amount of such LIBOR Advance on such day; and
	 	 	 	 
	 	D	=	360;



 



     23


     


    

 


“LIBOR
Yield Rate” means, for any LIBOR Advance, as of any date of determination during any Interest Period applicable to such
LIBOR Advance, an interest rate per annum equal to LIBOR (or the applicable Benchmark)
for such LIBOR Advance during such Interest Period plus the Applicable Spread; provided
that if the Administrative Agent determines that a Eurodollar Disruption Event has occurred,
at the election of the Administrative Agent, the LIBOR Yield Rate shall be equal to the Base Rate plus the Applicable Spread for
each day until the Administrative Agent determines that such Eurodollar Disruption Event has ceased, at which time the LIBOR Yield
Rate shall again be equal to LIBOR for such LIBOR Advance for
such date plus the Applicable Spread.


 


“Lien”
means any mortgage or deed of trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory
or other), charge, claim, preference, priority or other security interest or preferential arrangement in the nature of a security
interest of any kind or nature whatsoever (including any conditional sale, lease or other title retention agreement, sale subject
to a repurchase obligation, any easement, right of way or other encumbrance on title to real property, and any financing lease
having substantially the same economic effect as any of the foregoing) or the filing of or agreement to give any financing statement
perfecting a security interest under the UCC or comparable law of any jurisdiction.


 


“Lien Release
Dividend” has the meaning assigned to that term in Section 2.07(g).


 


“Lien
Release Dividend Date” means the date of a Lien Release Dividend specified by the Borrower, which date may be any
Business Day, provided written notice is given in accordance with Section 2.07(g).


 


“Loan
Agreement” means the loan agreement, credit agreement or other agreement pursuant to which a Loan Asset has been issued
or created and each other agreement that governs the terms of or secures the obligations represented by such Loan Asset or of which
the holders of such Loan Asset are the beneficiaries.


 


“Loan
Asset” means any commercial loan, or portion thereof, individually or collectively, acquired by the Borrower in the ordinary
course of its business, which loan includes, without limitation, (i) the Required Loan Documents and Loan Asset File, and (ii)
all right, title and interest of the Borrower in and to the loan and any Underlying Collateral, but excluding, in each case, the
Retained Interest and Excluded Amounts and owned by the Borrower on the initial Advance Date (as set forth on the Loan Asset Schedule
delivered on the initial Advance Date) or acquired by the Borrower after the initial Advance Date pursuant to the delivery of a
Loan Assignment and listed on Schedule Ito the Loan Assignment with respect to acquisitions from the Transferor and pursuant to
assignments or novations contemplated by each relevant Loan Agreement with respect to all acquisitions.


 


“Loan
Asset Checklist” means an electronic or hard copy, as applicable, of a checklist delivered by or on behalf of the Borrower
to the Collateral Custodian, for each Loan Asset, of all Required Loan Documents to be included within the respective Loan Asset
File, which shall specify whether such document is an original or a copy.


 




     24


     


    

 


“Loan
Asset File” means, with respect to each Loan Asset, a file containing (a) each of the documents and items as set forth
on the Loan Asset Checklist with respect to such Loan Asset and (b) duly executed originals (to the extent required herein) and
copies of any other Records relating to such Loan Assets and Portfolio Assets pertaining thereto.


 


“Loan
Asset Register” has the meaning assigned to that term in Section 5.03(k).


 


“Loan Asset
Schedule” means the schedule of Loan Agreements (as amended or modified from time to time in accordance with the
terms hereof) evidencing Loan Assets delivered by the Borrower to the Collateral Custodian and the Administrative Agent. Each
such schedule shall set forth, as to any Eligible Loan Asset to be Pledged hereunder, the applicable information specified on Schedule
IV, which shall also be provided to the Collateral Custodian in electronic format acceptable to the Collateral
Custodian.


 


“Loan
Assignment” has the meaning set forth in the Purchase and Sale Agreement.


 


“Loan-to-Value
Ratio” means, with respect to a Loan Asset, the percentage equivalent of a fraction, (i) the numerator of which is
equal to the commitment amount as provided in the applicable Loan Agreement of such Loan Asset plus the commitment amount of
any other senior or pari passu Indebtedness of the related Obligor (including, in the case of Revolving Loan Asset and
Delayed Draw Loan Asset, without duplication, the maximum availability thereof) and (ii) the denominator of which is equal to
the enterprise value of the Obligor that issued such Loan Asset (as determined by the Servicer in accordance with the
Servicing Standard, as of the Cut-Off Date, unless the Administrative Agent in its reasonable discretion disagrees with such
determination, in which case the Administrative Agent shall determine the enterprise value of such Obligor). In the event the
Borrower disagrees with the Administrative Agent’s determination of the enterprise value of such Obligor, the Borrower
may (at its expense) retain an Approved Valuation Firm to value such Obligor, and if the value determined by such firm is
greater than the Administrative Agent’s determination of the enterprise value of such Obligor, such firm’s
valuation shall become the enterprise value of such Obligor; provided that the enterprise value of such Obligor shall
be the value assigned by the Administrative Agent until such firm has determined its value.


 


“Majority
Owned Affiliate” means an Affiliate at least 50.1% of the equity interests of which are owned, directly or indirectly,
by the Borrower, the Servicer or the Transferor, as applicable.


 


“Make-Whole
Premium” means an amount, payable pro rata to each Lender, equal to, to the extent the Agreement is terminated
or the Maximum Facility is reduced, in whole or in part, in each case pursuant to Section 2.18(b) (a) after the Closing
Date but on or prior to the date which is one year following the Closing Date, 2.00% of the Maximum Facility Amount (if the Agreement
is terminated) or the amount by which the Maximum Facility Amount is reduced, as applicable, (b) after any date that is after the
first anniversary of the Closing Date but on or prior to the date which is two years following the Closing Date, 1.00% of the Maximum
Facility Amount (if the Agreement is terminated) or the amount by which the Maximum Facility Amount is reduced, as applicable and
(c) after any date that is after the second anniversary of the


 




     25


     


    

 


Closing Date, 0.00% of
the Maximum Facility Amount (if the Agreement is terminated) or the amount by which the Maximum Facility Amount is reduced, as
applicable; provided that the Make-Whole Premium shall be calculated without giving effect to the proviso in the definition
of “Maximum Facility Amount”.


 


“Management
Agreement” means the Amended and Restated Limited Liability Company Agreement of the Borrower, dated as of December 2,
2015, as the same may be amended, restated, supplemented or otherwise modified from time to time as permitted hereunder.


 


“Margin
Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.


 


“Material
Adverse Effect” means, with respect to any event or circumstance, a material adverse effect on (a) the business, condition
(financial or otherwise), operations, performance or properties of the Transferor, the Servicer or the Borrower, (b) the validity,
enforceability or collectability of this Agreement or any other Transaction Document or the validity, enforceability or collectability
of the Loan Assets generally or any material portion of the Loan Assets, (c) the rights and remedies of any Secured Party with
respect to matters arising under this Agreement or any other Transaction Document, (d) the ability of each of the Borrower, the
Transferor and the Servicer, to perform their respective obligations under this Agreement or any other Transaction Document to
which such entity is a party or (e) the status, existence, perfection, priority or enforceability of the Collateral Agent’s,
the Administrative Agent’s or the other Secured Parties’ Lien on the Collateral Portfolio.


 


“Material
Modification” means any amendment or waiver of, or modification or supplement to, a Loan Agreement governing a Loan Asset
executed or effected on or after the Cut-Off Date for such Loan Asset which:


 


(a)            reduces
or forgives any or all of the principal amount due under such Loan Asset;


 


(b)           (i) delays or extends the maturity date or any principal payment date for such Loan Asset by more than six (6) months or,
along with all prior such amendments, waivers, modifications or supplements executed or effected on or after the applicable
Cut-Off Date, causes the maturity date or any principal payment date for such Loan Asset to be delayed or extended more than
six (6) months in the aggregate; or


 


(ii)
delays or extends the maturity date or any principal payment date for such Loan Asset beyond the Stated Maturity Date; provided
however that this clause (ii) shall not apply to any amendment or waiver of, or modification or supplement to, a Loan Agreement
governing a Loan Asset the maturity date of which was subsequent to the Stated Maturity Date as of the Cut-Off Date for such Loan
Asset; provided further that if the Borrower has purchased or purchases a Loan Asset that is a portion of a loan tranche
under a Loan Agreement and subsequently purchases an additional portion of such loan tranche, then for purposes of clause (i) or
(ii) of this clause (b), a Material Modification pursuant to such clause (i) or (ii) to the portion


 




     26


     


    

 


of such tranche first purchased by the Borrower shall
be deemed to also constitute a Material Modification to any portion of such tranche subsequently purchased by the Borrower;


 


(c)           waives one or more interest payments, permits any interest due in cash to be deferred or capitalized and added to the principal
amount of such Loan Asset (other than any deferral or capitalization already allowed by the terms of the Loan Agreement of any
PIK Loan Asset), or reduces the spread or coupon with respect to such Loan Asset by more than 2.00% or, along with all prior such
amendments, waivers, modifications or supplements executed or effected on or after the applicable Cut-Off Date, reduces the spread
or coupon with respect to such Loan Asset by more than 2.00%;


 


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


 


(e)           substitutes, alters or releases a material portion of the Underlying Collateral securing such Loan Asset and such substitution,
alteration or release, as determined in the sole discretion of the Administrative Agent, materially and adversely affects the value
of such Loan Asset; or


 


(f)            amends, modifies, waives or supplements any financial covenants or waives any default of any Loan Asset, in each case that
could reasonably be expected to have a material adverse effect on the Obligor’s creditworthiness or on the collectability
of such Loan Asset had such amendment, modification, waiver or supplement not occurred; or


 


(g)           results in materially less financial information in respect of reporting frequency, scope or otherwise that is provided
by the Obligor with respect to such Loan Asset.


 


“Maximum
Facility Amount” means the aggregate Commitments as then in effect, which amount shall not exceed $300,000,000; provided
that at all times after the Reinvestment Period, the Maximum Facility Amount shall mean the aggregate Advances Outstanding
at such time.


 


“Measurement
Date” means each of the following, as applicable: (i) the Closing Date; (ii) each Cut-Off Date; (iii) each Reporting
Date; (iv) each Advance Date; and (v) the date of any optional repurchase, substitution or Lien Release Dividend pursuant to or
any Borrowing Base calculation required by Section 2.07.


 


“Monthly
Reporting Date” means the seventh Business Day of each calendar month, commencing December 2015.


 


“Monthly
Servicing Report” has the meaning assigned to that term in Section 6.08(b).


 


“Moody’s” means Moody’s
Investors Service, Inc. (or its successors in interest).


 




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“Multiemployer
Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or Servicer,
as applicable, or any ERISA Affiliate of either contributed or had any obligation to contribute on behalf of its employees at
any time during the current year or the preceding five years.


 


“Net
Senior Leverage Ratio” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Net Senior Leverage Ratio” or any comparable definition relating to first lien senior secured Indebtedness in the Loan Agreement for such Loan Asset, and in any case that “Net Senior Leverage
Ratio” or such comparable definition is not defined in such Loan Agreement, the ratio with respect to the applicable Obligor
of (i) first lien senior secured Indebtedness minus Unrestricted Cash to (ii) EBITDA as calculated by the Servicer in good
faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages
provided by the relevant Obligor as per the requirements of the Loan Agreement.


 


“Non-Performing
Loan Asset” means a Loan Asset in which (a) the Obligor commences restructuring or workout negotiations or completes a debt-for-equity
swap, (b) the Obligor has a payment default with respect to principal or interest with respect to any pari passu debt facility
or (c) the Servicer has classified the Loan Asset as non-accrual.


 


“Non-Usage Fee”
has the meaning assigned to that term in the Lender Fee Letter.


 


“Noteless
Loan Asset” means a Loan Asset with respect to which the Loan Agreements (i) do not require the Obligor to execute
and deliver a promissory note to evidence the Indebtedness created under such Loan Asset or (ii) require the Obligor to
execute and deliver such promissory note to any holder of the Indebtedness created under such Loan Asset only if such holder
requests the Obligor to deliver such promissory note, and the Obligor has not been requested to deliver such promissory note
with respect to such Loan Asset held by the Borrower.


 


“Notice
and Request for Consent” has the meaning assigned to that term in Section 2.07(g)(i).


 


“Notice
of Borrowing” means an irrevocable written notice of borrowing from the Borrower to the Administrative Agent and each
Lender in the form attached hereto as Exhibit F.


 


“Notice
of Exclusive Control” has the meaning assigned to that term in the Control Agreement.


 


“Notice
of Reduction” means a notice of a reduction of the Advances Outstanding and/or the Maximum Facility Amount pursuant to
Section 2.18, in the form attached hereto as Exhibit G.


 


“Obligations”
means all present and future Indebtedness and other liabilities and obligations (howsoever created, arising or evidenced, whether
direct or indirect, absolute or contingent, or due or to become due) of the Borrower to the Secured Parties, arising under this
Agreement and/or any other Transaction Document and shall include, without limitation, all liability for principal of and interest
on the Advances Outstanding, Breakage Fees, indemnifications and other amounts due or to become due by the Borrower to the Lenders,
the


 




     28


     


    

 


Administrative Agent, the
Secured Parties, the Account Bank, the Collateral Agent and the Collateral Custodian under this Agreement and/or any other Transaction
Document, including, without limitation, any amounts payable under any Lender Fee Letter, any Make-Whole Premium and costs and
expenses payable by the Borrower to the Secured Parties, including reasonable and reasonably documented outside attorneys’
fees, costs and expenses, including without limitation, interest, fees and other obligations that accrue after the commencement
of an insolvency proceeding (in each case whether or not allowed as a claim in such insolvency proceeding).


 


“Obligor”
means, collectively, each Person obligated to make payments under a Loan Agreement, including any guarantor thereof.


 


“Officer’s
Certificate” means a certificate signed by a director, a manager, the president, the secretary, an assistant secretary,
the chief financial officer or any vice president, as an authorized officer, of any Person.


 


“Opinion
of Counsel” means a written opinion of counsel, which opinion and counsel are acceptable to the Administrative Agent
in its sole discretion; provided that Dechert LLP shall be considered acceptable counsel for purposes of this definition.


 


“Optional
Sale” has the meaning assigned to that term in Section 2.07(h).


 


“Outstanding Balance”
means the principal balance of a Loan Asset, expressed exclusive of PIK Interest and accrued interest. For the avoidance of
doubt, the Outstanding Balance with respect to a Revolving Loan Asset or a Delayed Draw Loan Asset shall be equal to the
funded amount of such Revolving Loan Asset or Delayed Draw Loan Asset.


 


“Parent”
means CCT or any successor entity formed by or surviving any Permitted BDC Merger.


 


“Payment
Date” means the 15th day of each March, June, September and December or, if such day is not a Business Day, the
next succeeding Business Day, commencing on the Initial Payment Date; provided that the final Payment Date shall occur
on the Collection Date; provided further that the Administrative Agent may, in its sole discretion with three (3) Business
Days’ prior written notice to the Borrower, the Collateral Agent and the Servicer, déclassé any Business
Day a Payment Date if (i)(x) an Event of Default shall have been declared or (y) after the automatic occurrence of a Facility
Maturity Date and (ii) the Administrative Agent or the Lenders have declared the Advances Outstanding and the other
Obligations to be immediately due and payable in full in accordance with Section 7.01.


 


“Payment Date Cut-Off”
means, with respect to each Payment Date, the fifth Business Day prior to such Payment Date.


 


“Payment Duties” has
the meaning assigned to that term in Section 10.02(b)(ii).


 


“Pension Plan” has the meaning assigned to
that term in Section 4.01(x).


 




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“Permitted
BDC” means each of FS Investment Corporation, FS Investment Corporation II, FS Investment Corporation III, FS Investment
Corporation IV and Corporate Capital Trust II.


 


“Permitted
BDC Merger” means any transaction or a series of related transactions for the direct or indirect acquisition by a Permitted
BDC of CCT; provided that substantially concurrently with the consummation of any merger where CCT (or such successor for
which opinions referenced below have been delivered) is not the surviving entity, such Permitted BDC shall have delivered perfection,
true sale and non-consolidation opinions in form reasonably satisfactory to the Administrative Agent. For the avoidance of doubt,
the transaction contemplated by the Agreement and Plan of Merger, which transaction occurred on December 19, 2018, was a Permitted
BDC Merger.


 


“Permitted Investments” means,
at any time:


 


(i)          direct interest bearing obligations of, and interest bearing obligations guaranteed as to timely payment of principal and
interest by, the United States or any agency or instrumentality of the United States, the obligations of which are backed by the
full faith and credit of the United States;


 


(ii)
        demand or time deposits in, certificates of deposit of, demand notes of, or bankers’ acceptances issued by any depository
institution or trust company organized under the laws of the United States or any State thereof (including any federal or state
branch or agency of a foreign depository institution or trust company) and subject to supervision and examination by federal and/or
state banking authorities (including, if applicable, the Collateral Agent, the Collateral Custodian or the Administrative Agent
or any agent thereof acting in its commercial capacity); provided that the short term unsecured debt obligations of such
depository institution or trust company at the time of such investment, or contractual commitment providing for such investment,
are rated at least “A-1” by Standard & Poor’s and “P-1” by Moody’s;


 


(iii)      
commercial paper that (i) is payable in Dollars and (ii) is rated at least “A1” by Standard & Poor’s
and “P-1” by Moody’s; and (iv)units of money market funds rated in the highest credit rating category by each
of S&P and Moody’s.


 


No Permitted
Investment shall have an “f”, “r”, “p”, “pi”, “q”, “sf”
or “t” subscript affixed to its S&P rating. Any such investment may be made or acquired from or through the Collateral
Agent or the Administrative Agent or any of their respective affiliates, or any entity for whom the Collateral Agent, the Administrative
Agent, the Collateral Custodian, the Account Bank or any of their respective affiliates provides services and receives compensation
(so long as such investment otherwise meets the applicable requirements of the foregoing definition of Permitted Investment at
the time of acquisition); provided that, notwithstanding the foregoing clauses (i) through (iv), unless the Borrower and
the Servicer have received the written advice of counsel of national reputation experienced in such matters to the contrary (together
with an Officer’s Certificate of the Borrower or the Servicer to the Administrative Agent and the Collateral Agent that the
advice specified in this definition has been received by the Borrower and the Servicer), Permitted Investments may only include
obligations or securities that


 




     30


     


    

 


constitute cash equivalents for purposes of the rights
and assets in paragraph (c)(8)(i)(B) of the exclusions from the definition of “covered fund” for purposes of the Volcker
Rule.


 


“Permitted
Liens” means any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall
have been commenced (a) Liens for state, municipal or other local 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 and (c)
Liens granted pursuant to or by the Transaction Documents.


 


“Permitted
Successor Advisor” means any joint venture entity between (i) KKR Credit Advisors (US) LLC or its Affiliate and (ii)
Franklin Square Holdings, L.P. or its Affiliate, pursuant to which joint venture (a) KKR Credit Advisors (US) LLC or its Affiliate
owns at least 50% of the equity interests of all classes (including voting equity interests) and (b) at least 50% of the investment
committee with the sole authority to make investment-related decisions for (1) prior to the consummation of a Permitted BDC Merger,
CCT, and (2) on or after the consummation of each Permitted BDC Merger, the applicable Permitted BDC, are employees of KKR Credit
Advisors (US) LLC or its Affiliate.


 


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


 


“PIK
Interest” means interest accrued on a Loan Asset that is added to the principal amount of such Loan Asset instead of
being paid as interest as it accrues.


 


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


 


“Pledge”
means the pledge of any Eligible Loan Asset or other Portfolio Asset pursuant to Article II.


 


“Portfolio
Assets” means all Loan Assets owned by the Borrower, together with all proceeds thereof and other assets or property
related thereto, including all right, title and interest of the Borrower in and to:


 


(a)         any amounts on deposit in any cash reserve, collection, custody or lockbox accounts securing the Loan Assets;


 


(b)         all rights with respect to the Loan Assets to which the Borrower is entitled as lender of record under the applicable Loan
Agreement;




     31


     


    

(c)         the
Controlled Accounts, together with all cash and investments in each of the foregoing including amounts earned on investments therein;


 


(d)         any Underlying Collateral securing a Loan Asset and all Recoveries related thereto, all payments paid in respect thereof
and all monies due, to become due and paid in respect thereof accruing after the applicable Cut-Off Date and all liquidation proceeds;


 


(e)         all Required Loan Documents, the Loan Asset Files related to any Loan Asset, any Records, and the documents, agreements,
and instruments included in the Loan Asset Files or Records;


 


(f)          all Insurance Policies with respect to any Loan Asset;


 


(g)         all Liens, guaranties, indemnities, warranties, letters of credit, accounts, bank accounts and property subject thereto
from time to time purporting to secure or support payment of any Loan Asset, together with all UCC financing statements, mortgages
or similar filings signed or authorized by an Obligor relating thereto;


 


(h)         the Purchase and Sale Agreement (including, without limitation, rights of recovery of the Borrower against the Transferor)
and the assignment to the Collateral Agent, for the benefit of the Secured Parties, of all UCC financing statements filed by the
Borrower against the Transferor under or in connection with the Purchase and Sale Agreement;


 


(i)          all records (including computer records) with respect to the foregoing (including, without limitation, the Records);


 


(j)          all collections, income, payments, proceeds and other benefits of each of the foregoing; and


 


(k)         all rights with respect to the Loan Assets to which the Borrower is entitled as assignee under any assignment agreement
related to the applicable Loan Agreement.


 


“Prime
Rate” means, as of any date, the rate announced by SMBC from time to time and in effect on such date as its prime rate
in the United States at its New York Branch, such rate to change as and when such designated rate changes. The Prime Rate is not
intended to be the lowest rate of interest charged by SMBC or any other specified financial institution in connection with extensions
of credit to debtors; provided that if the Prime Rate is less than zero, such rate
shall be deemed to be zero for purposes of this Agreement.


 


“Principal
Collection Account” means a sub-account (account number 84455301 at the Account Bank) of the Collection Account into
which Principal Collections shall be deposited.


 


“Principal
Collections” means (i) any amounts deposited by the Borrower (or the Servicer on its behalf) in accordance with Section
2.06(a)(i) or Section 2.07(c)(i) and (ii) with respect to any Loan Asset, all amounts received which are not Interest
Collections, including, without limitation, all Recoveries, all Insurance Proceeds, all scheduled payments of principal and principal
prepayments and all guaranty payments and proceeds of any liquidations, sales or


 




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dispositions, in
each case, not attributable to the interest on such Loan Asset. For the avoidance of doubt, “Principal Collections”
shall not include amounts on deposit in the Unfunded Exposure Account.


 


“Pro
Rata Share” means, with respect to each Lender, the percentage obtained by dividing the Commitment of such Lender (as
determined under clause (i) of the definition of “Commitment”), by the aggregate Commitments of all the Lenders
(as determined under clause (i) of the definition of “Commitment”).


 


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


 


“Purchase
and Sale Agreement” means that certain Purchase and Sale Agreement, dated as of the Closing Date, between the Transferor,
as the seller, and the Borrower, as the purchaser, as amended, modified, waived, supplemented, restated or replaced from time to
time.


 


“Quarterly
Reporting Date” means the seventh Business Day of each calendar quarter, commencing with the calendar quarter beginning
January 1, 2016.


 


“Quarterly Servicing Report” has the meaning assigned to that term in Section 6.08(b).


 


“Records”
means all documents relating to the Loan Assets, including books, records and other information executed in connection with
the origination or acquisition of the Collateral Portfolio or maintained with respect to the Collateral Portfolio and the
related Obligors that the Borrower, the Transferor or the Servicer have generated, in which the Borrower has acquired an
interest pursuant to the Purchase and Sale Agreement or in which the Borrower or the Transferor have otherwise obtained an
interest.


 


“Recoveries”
means, as of the time any Underlying Collateral with respect to any Loan Asset subject to a payment default, or other default,
by the related Obligor is sold, discarded or abandoned (after a determination by the Servicer that such Underlying Collateral has
little or no remaining value) or otherwise determined to be fully liquidated by the Servicer in accordance with the Servicing Standard,
the proceeds from the sale of the Underlying Collateral, the proceeds of any related Insurance Policy, any other recoveries with
respect to such Loan Asset, as applicable, the Underlying Collateral, and amounts representing late fees and penalties, net of
any amounts received that are required under such Loan Asset, as applicable, to be refunded to the related Obligor.


 


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


 


“Register”
has the meaning assigned to that term in Section 2.14.




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“Reinvestment
Period” shall mean the date commencing on the Closing Date and ending on the day preceding the earliest of (i) June
2, 20202021
(or such later date as results from the Reinvestment Period Extension in accordance with and pursuant to Section 2.01(d)(i),
or as otherwise agreed to in writing by the Borrower, the Servicer, the Administrative Agent and the Lenders), (ii) the occurrence
of an Event of Default and the termination of the Commitments pursuant to Section 7.01 and (iii) the declaration or automatic
or scheduled occurrence of the Facility Maturity Date; provided that if any of the foregoing is not a Business Day, the
Reinvestment Period shall end on the next Business Day.


 


“Reinvestment
Period Extension” has the meaning assigned to that term in Section 2.01(d)(i).


 


“Release Date”
has the meaning set forth in Section 2.07(c).


 


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


 


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


 


“Remittance
Period” means, (i) as to the Initial Payment Date, the period beginning on the Closing Date and ending on, and including,
the Payment Date Cut-Off immediately preceding such Payment Date and (ii) as to any subsequent Payment Date, the period beginning
on the first day after the most recently ended Remittance Period and ending on, and including, the Payment Date Cut-Off immediately
preceding such Payment Date, or, with respect to the final Remittance Period, the Collection Date.


 


“Replacement
Servicer” has the meaning assigned to that term in Section 6.01(c).


 


“Reporting Date” means,
as the context requires, either (i) the Monthly Reporting Date or (ii) the Quarterly Reporting Date.


 




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“Required
Lenders” means (i) SMBC (as a Lender hereunder) and its successors and assigns, in the event any such party is a Lender
hereunder and (ii) the Lenders representing an aggregate of at least 51% of the aggregate Commitments of the Lenders then in effect.


 


“Required
Loan Documents” means, for each Loan Asset, originals (except as otherwise indicated) of the following documents or instruments,
all as specified on the related Loan Asset Checklist:


 


(a)(i)
other than in the case of a Noteless Loan Asset, the original or, if accompanied by an original “lost note”
affidavit and indemnity, a copy of, the underlying promissory note, endorsed by the Borrower (and evidencing an unbroken
chain of endorsements from each prior holder thereof evidenced in the chain of endorsements in blank), and (ii) if such
promissory note is not issued in the name of the Borrower or in the case of a Noteless Loan Asset (x) a copy of each transfer
document or instrument relating to such Noteless Loan Asset evidencing the assignment of such Noteless Loan Asset from the
Borrower in blank, and (y) a copy of the Loan Asset Register with respect to such Noteless Loan Asset, as described in Section
5.03(k)(ii) and (iii) additional transfer agreements, consents or other documentation necessary (if any) to ensure the
Borrower is a lender of record under the underlying Loan Agreement and recognized by the underlying agent or administrative
agent, as applicable, and the Obligor with respect to such Loan Asset as a lender thereto;


 


(b)   
originals or copies of each of the following, to the extent applicable to the related Loan Asset; any related Loan Agreement,
credit agreement, note purchase agreement, security agreement (if separate from any mortgage), sale and servicing agreement, acquisition
agreement, subordination agreement, intercreditor agreement or similar instruments, guarantee, Insurance Policy, assumption or
substitution agreement or similar material operative document, in each case together with any amendment or modification thereto,
as set forth on the Loan Asset Checklist; and


 


(c)   
with respect to any Loan Asset originated by the Transferor or an Affiliate and with respect to which the Transferor or
an Affiliate acts as administrative agent (or in a comparable capacity), either (i) copies of the UCC-1 Financing Statements, if
any, and any related continuation statements, each showing the Obligor as debtor and the Collateral Agent as total assignee or
showing the Obligor, as debtor and the Transferor or the applicable Affiliate as secured party and each with evidence of filing
thereon, or (ii) copies of any such financing statements certified by the Servicer to be true and complete copies thereof in instances
where the original financing statements have been sent to the appropriate public filing office for filing, in each case as set
forth in the Loan Asset Checklist.


 


“Required
Reports” means, collectively, the asset report and the Servicing Reports required pursuant to Section 6.08(b),
the Servicer’s Certificate required pursuant to Section 6.08(c), the financial statements of the Servicer required
pursuant to Section 6.08(d), the tax returns of the Borrower, the Transferor, the Parent and the Servicer required pursuant
to Section 6.08(e), the financial statements and valuation reports of each Obligor required pursuant to Section 6.08(f),
the annual statements as to compliance required pursuant to Section 6.09, and the annual independent public accountant’s
report required pursuant to Section 6.10.




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“Responsible
Officer” means, with respect to any Person, any duly authorized officer of such Person with direct responsibility for
the administration of this Agreement and also, with respect to a particular matter, any other duly authorized officer of such
Person to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.


 


“Restricted
Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any class of
membership interests of the Borrower now or hereafter outstanding, except a dividend or distribution paid solely in interests
of that class of membership interests or in any junior class of membership interests of the Borrower; (ii) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any class of
membership interests of the Borrower now or hereafter outstanding, (iii) any payment made to redeem, purchase, repurchase or
retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire membership interests of
the Borrower now or hereafter outstanding, and (iv) any payment of management fees by the Borrower. For the avoidance of
doubt, (x) payments and reimbursements due to the Servicer in accordance with this Agreement or any other Transaction
Document do not constitute Restricted Junior Payments and (y) distributions
by the Borrower to holders of its membership interests of Loan Assets or of cash or other proceeds relating thereto which
have been substituted by the Borrower in accordance with this Agreement shall not constitute Restricted Junior Payments.


 


“Retained
Interest” means, with respect to any Agented Note that is transferred to the Borrower, (i) all of the obligations, if
any, of the agent(s) under the documentation evidencing such Agented Note and (ii) the applicable portion of the interests, rights
and obligations under the documentation evidencing such Agented Note that relate to such portion(s) of the indebtedness that is
owned by another lender.


 


“Revolving
Loan Asset” means a Loan Asset that is a line of credit or contains an unfunded commitment arising from an extension
of credit to an Obligor, pursuant to the terms of which amounts borrowed may be repaid and subsequently reborrowed.


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services
LLC business (or itsS&P Global Ratings and any successor or successors
in interest)thereto.


 


“Scheduled
Payment” means each scheduled payment of principal and/or interest required to be made by an Obligor on the related Loan
Asset, as adjusted pursuant to the terms of the related Loan Agreement.


 


“Second
Lien Loan Asset” means any Loan Asset that (a) is secured by a valid and perfected second priority Lien on substantially
all of the Obligor’s assets constituting Underlying Collateral for the Loan Asset (whether or not there is also a security
interest of a higher or lower priority in additional collateral), subject to any “permitted liens” as defined in the
applicable Loan Agreement for such Loan Asset or such comparable definition if “permitted liens” is not defined therein,
(b) is pari passu in right of payment with the Indebtedness of the holders of the first priority security interest (other
than with respect to receipt of the proceeds of liquidated collateral following an event of default), (c) pursuant to an intercreditor
or subordination




     36


     


    

 


agreement between the Borrower
(or the applicable agent) and the holder of such first priority security interest (or the applicable agent), the amount of Indebtedness
covered by such first priority security interest is limited in terms of aggregate outstanding amount or percent of outstanding
principal and (d) has a Loan-to-Value Ratio, as of the Cut-Off Date, of not greater than 70%.


 


“Secured
Party” means each of the Administrative Agent, each Lender (together with its successors and assigns), each Affected
Party, the Collateral Agent, the Collateral Custodian, the Account Bank and, to the extent of any Obligations owing to such Person
hereunder or under any other Transaction Document, each of their respective Affiliates, assigns, officers, directors, employees
and agents.


 


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


 


“Sequential
Pay Event” means, as of any date of determination, (i) after the occurrence of an Event of Default and the termination
of the Commitments pursuant to Section 7.01, (ii) after the declaration or automatic or scheduled occurrence of the Facility Maturity
Date or (iii) after the end of the Reinvestment Period when the aggregate Adjusted Borrowing Value of the Loan Assets held by the
Borrower first equals 50% or less of the aggregate Adjusted Borrowing Value of the Loan Assets held by the Borrower as of the final
day of the Reinvestment Period.


 


“Servicer”
means at any time the Person then authorized, pursuant to Section 6.01 to service, administer, and collect on the Loan
Assets and exercise rights and remedies in respect of the same.


 


“Servicer Pension Plan” has the meaning set
forth in Section 4.03(p).


 


“Servicer Termination Event”
means the occurrence of any one or more of the following events:


 


(a)   
any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation,
with respect to bifurcation and remittance of Interest Collections and Principal Collections) or the Unfunded Exposure Account,
as required by this Agreement or any Transaction Document which continues unremedied for a period of two Business Days;


 


(b)    any
failure on the part of the Servicer duly to (i) observe or perform in any material respect any other covenants or
agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party
(including, without limitation, any delegation of the Servicer’s duties that is not permitted by Section 6.01 of
this Agreement) or (ii)    comply in any
material respect with the Servicing Standard regarding the servicing of the Collateral Portfolio and in each case of clause
(i) or (ii) the same continues unremedied for a period of 30 days (if such failure can be remedied) after the earlier to
occur of (x) the date on which written notice of such failure requiring the same to be remedied shall have been given to
the Servicer by the Administrative Agent or the Collateral Agent (at the direction of the




     37


     


    

Administrative Agent) and (y) the date on which a
Responsible Officer of the Servicer acquires knowledge thereof;


 


(c)      
the failure of the Servicer to make any payment when due (after giving effect to any related grace period) under one or
more agreements for borrowed money to which it is a party and for which there is recourse to the Servicer or the property of the
Servicer for such debt in an aggregate amount in excess of United States $5,000,000, individually or in the aggregate;


 


(d)       a Bankruptcy Event shall occur with respect to the Servicer;


 


(e)   
   (i) prior to the consummation of a Permitted BDC Merger, CCT, and (ii) on or after the consummation of each Permitted BDC
Merger, the applicable Permitted BDC, shall assign its rights or obligations as “Servicer” hereunder to any Person
without the consent of each Lender and the Administrative Agent (as required in Section 11.04(a) of this Agreement) (other
than pursuant to Section 6.01 following the delivery of a Servicer Termination Notice);


 


(f)   
   the occurrence of any Change of Control with respect to the Servicer that does not comply with the provisions of Section
5.04(a) of this Agreement;


 


(g)   
  any failure by the Servicer to deliver (i) any required Servicing Report on or before the date occurring two Business Days
after the date such report is required to be made or given, as the case may be or (ii) any other Required Reports hereunder on
or before the date occurring five Business Days after the date such report is required to be made or given, as the case may be,
in each case under the terms of this Agreement;


 


(h)   
  any representation, warranty or certification made by the Servicer in any Transaction Document or in any document or report
delivered pursuant to any Transaction Document shall prove to have been incorrect when made, which inaccuracy has a Material Adverse
Effect on the Lenders, and continues to be unremedied for a period of 30 days after the earlier to occur of (i) the date on which
written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative
Agent, or the Collateral Agent (at the direction of the Administrative Agent) and (ii) the date on which a Responsible Officer
of the Servicer acquires knowledge thereof;


 


(i)      
any financial or other information reasonably requested from the Servicer in accordance with the terms of this Agreement
by the Administrative Agent, a Lender or the Collateral Agent is not provided as requested within 10 Business Days following such
request;


 


(j)      
the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess
of United States $15,000,000, individually or in the aggregate, (excluding, in each case, any amounts covered by insurance), and
the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days after
the later of (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on
which all rights to appeal have been extinguished, without such judgment, decree or order being vacated, stayed or discharged during
such 60 day period;




     38


     


    



 




(k)
          the occurrence of (i) an Event of Default, (ii) the Facility Maturity Date or (iii)   a Material Adverse Effect
with respect to the Servicer or its business; or


 


(l)           
the Servicer resigns in contravention of Section 6.11 of this Agreement.


 


“Servicer Termination Notice”
has the meaning assigned to that term in Section 6.01(b).


 


“Servicer’s
Certificate” has the meaning assigned to that term in Section 6.08(c).


 


“Servicing
Fees” means the fee payable to the Servicer on each Payment Date in arrears in respect of each Remittance Period,
which fee shall be equal to the product of (i) 0.50%, (ii) the arithmetic mean of the aggregate Outstanding Balance of all
Eligible Loan Assets on the first day and on the last day of the related Remittance Period and (iii) the actual number of
days in such Remittance Period divided by 360; provided that the rate set forth in clause (i) hereof may be
increased up to 0.75% at the discretion of the Administrative Agent in the event that a successor Servicer is appointed
pursuant to Section 6.01(c).


 


“Servicing
File” means, for each Loan Asset, (a) copies of each of the Required Loan Documents and (b) any other portion of the
Loan Asset File which is not part of the Required Loan Documents.


 


“Servicing
Report” has the meaning assigned to that term in Section 6.08(b).


 


“Servicing Standard”
means, with respect to any Loan Assets included in the Collateral Portfolio, to service and administer such Loan Assets on
behalf of the Secured Parties in accordance with Applicable Law, the terms of this Agreement, the Loan Agreements, all
customary and usual servicing practices for loans like the Loan Assets and, to the extent consistent with the foregoing,
(a)(i) if the Servicer is the originator or an Affiliate thereof, the higher of: (A) the customary and usual servicing
practices that a prudent loan investor or lender would use in servicing loans like the Loan Assets for its own account, and
(B) the same care, skill, prudence and diligence with which the Servicer services and administers loans for its own account
or for the account of others pursuant to and in accordance with the Investment Policies, and (ii) if the Servicer is not the
originator or an Affiliate thereof, the same care, skill, prudence and diligence with which the Servicer services and
administers loans for its own account or for the account of others; (b) with a view to maximize the value of the Loan Assets;
and (c) without regard to: (i) the Servicer’s right to receive compensation for its services hereunder or with respect
to any particular transaction, (ii) the ownership by the Servicer or any Affiliate thereof of any Loan Assets, or (iii) the
ownership, servicing or management for others by the Servicer of any other loans or property by the Servicer.


 


“Sixth
Amendment Date” means December 1, 2020.


 


“SMBC”
means Sumitomo Mitsui Banking Corporation, a Japanese joint stock corporation, in its individual capacity, together with its successors
and assigns.


 


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




    39


     


    

the SOFR
Administrator’s Website at approximately 8:00 a.m. (New York City time) on the immediately succeeding Business
Day.


 


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


 


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


 


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


 


“State”
means one of the fifty states of the United States or the District of Columbia.


 


“Stated
Maturity Date” means JuneDecember 2,
2023 (or, if such day is not a Business Day, the next succeeding Business Day) or such later date as results from the Stated
Maturity Date Extension in accordance with and pursuant to Section 2.01(d)(ii), or as otherwise agreed to in writing
by the Borrower, the Servicer, the Administrative Agent and the Lenders.


 


“Stated
Maturity Date Extension” has the meaning assigned to that term in Section 2.01(d)(ii).


 


“Structured
Finance Obligation” means any obligation 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,
including (but not limited to) collateral debt obligations, collateral loan obligations, asset backed securities and commercial
mortgage backed securities or any resecuritization thereof.


 


“Subsidiary”
means with respect to a person, a corporation, partnership or other entity of which shares of stock or other ownership interests
having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening
of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity
are at the time owned, or the management of which is




    40


     


    

otherwise controlled,
directly or indirectly through one or more intermediaries, or both, by such person.


 


“Substitute
Eligible Loan Asset” means each Eligible Loan Asset Pledged by the Borrower to the Collateral Agent, on behalf of the
Secured Parties, pursuant to Section 2.07(a) or Section 2.07(c)(ii).


 


“Successor
Servicer” has the meaning assigned to that term in Section 6.01(i).


 


“Taxes” means any present
or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties, and
additions thereto) that are imposed by any Governmental Authority.


 


“Term
Loan Asset” means a Loan Asset that is a term loan that has been fully funded and does not contain any unfunded commitment
arising from an extension of credit to an Obligor.


 


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


 


“Total
Net Leverage Ratio” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Total Net
Leverage Ratio” relating to total Indebtedness in the Loan Agreement for such Loan Asset, and in any case that “Total
Net Leverage Ratio” or such comparable definition is not defined in such Loan Agreement, the ratio with respect to the applicable
Obligor of (a) total Indebtedness minus Unrestricted Cash to (b) EBITDA, as calculated by the Servicer in good faith using information
from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant
Obligor as per the requirements of the Loan Agreement.


 


“Transaction
Documents” means this Agreement, any Variable Funding Note(s), any Joinder Supplement, the Purchase and Sale Agreement,
the Control Agreement, the Custody Agreement, the Collateral Custodian and Account Bank Fee Letter, each Lender Fee Letter and
each document, instrument or agreement related to any of the foregoing.


 


“Transferor”
means CCT, in its capacity as the transferor hereunder and as the seller under the Purchase and Sale Agreement, together with
its successors and assigns in such capacity.


 


“UCC”
means the Uniform Commercial Code as from time to time in effect in the relevant jurisdiction.


 


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


 


“Underlying
Collateral” means, with respect to a Loan Asset, any property or other assets designated and pledged or mortgaged as
collateral to secure repayment of such Loan Asset, as applicable, including, without limitation, mortgaged property and/or a pledge
of the




    41


     


    

stock,
membership or other ownership interests in the related Obligor and all proceeds from any sale or other disposition of such property
or other assets.


 


“Underwriting
Period” has the meaning assigned to that term in Section 3.02(b)(ii).


 





“Underwriting
Request” has the meaning assigned to that term in Section 3.02(b)(ii).


 


“Unfunded
Exposure Account” means a trust account (account number 84455303 at the Account Bank) in the name of the Borrower
and under the control of the Collateral Agent for the benefit of the Secured Parties; provided that the funds
deposited therein (including any interest and earnings thereon) from time to time and subject to the terms thereof shall
constitute the property and assets of the Borrower and the Borrower shall be solely liable for any Taxes payable with respect
to the Unfunded Exposure Account.


 


“Unfunded
Exposure Amount” means, as of any date of determination, an amount equal to the aggregate amount of all Exposure Amounts.


 


“Unfunded
Exposure Amount Shortfall” has the meaning assigned to that term in Section 2.02(f).


 


“Unfunded
Exposure Equity Amount” means, on any date of determination, an amount equal to, for each Eligible Loan Asset
which has any unfunded commitments, the aggregate sum of the products of (a) the Exposure Amount for each such Eligible Loan
Asset and (b)   the difference of (x) 100% minus (y) the Applicable Percentage for each such Eligible Loan
Asset.


 


“United
States” means the United States of America.


 


“Unmatured
Event of Default” means any event that, if it continues uncured, will, with lapse of time, notice or lapse of time and
notice, constitute an Event of Default.


 


“Unrestricted
Cash” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Unrestricted Cash”
or any comparable definition in the Loan Agreement for each Loan Asset, and in any case that “Unrestricted Cash” or
such comparable definition is not defined in such Loan Agreement, all cash available for use for general corporate purposes and
not held in any reserve account or legally or contractually restricted for any particular purposes or subject to any lien (other
than blanket liens permitted under or granted in accordance with such Loan Agreement).


 


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


 


“Value
Adjustment Event” means, with respect to any Loan Asset, the occurrence of any one or more of the following events after
the related Cut-Off Date (any of which, for the avoidance of doubt, may occur more than once):




    42


     


    

 (i)            an Obligor principal payment default under any Loan Asset;




 


(ii)          
any other Obligor payment default with respect to principal or interest under any Loan Asset (after giving effect to any applicable
grace and/or cure periods set forth in the Loan Agreement, but in any case not to exceed five Business Days);


 


 (iii)           a Bankruptcy Event with respect to the related Obligor;




 


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




 


(v)          
the Obligor in respect of such Loan Asset fails to deliver to the Borrower or the Servicer any financial reporting information
(after giving effect to any grace and/or cure period set forth in the Loan Agreement);


 


(vi)         
any other Obligor default under such Loan Asset (after giving effect to any applicable grace or cure periods in accordance with
the applicable Loan Agreement) that, in the Administrative Agent’s sole discretion, could reasonably be expected to have
a material and adverse effect on the creditworthiness of such Obligor or on the collectability of any amount required to be paid
under the related Loan Agreement for such Loan Asset; or


 


(vii)        
for Second Lien Loan Assets only, the Total Net Leverage Ratio for any Relevant
Test Period of the related Obligor with respect to such Loan Asset (x) is more than 1.25x higher than such Total Net Leverage
Ratio as calculated on the applicable Cut-Off Date (or, in the case of Loan Assets approved by the Administrative Agent prior
to November 30, 2018, as set forth on the Approval Notice for such Loan Assets) and (y) is more than 3.50x;


 


(viii)       
for First Lien Loan Assets only, the Net Senior Leverage Ratio for any Relevant Test Period of the related Obligor with respect to such First Lien Loan Asset is more than 1.0x higher than the Net Senior
Leverage Ratio as calculated as of the applicable Cut-Off Date (or, in the case of Loan Assets held by the Borrower as of the
Sixth Amendment Date, as of the end of the first quarter of 2020);


 


(ix)          
the Interest Coverage Ratio for any Relevant Test Period of the related Obligor with respect to such Loan Asset is both (A)
less than 80% of the Interest Coverage Ratio with respect to such Loan Asset as of the applicable Cut-Off Date (or, in the case
of Loan Assets held by the Borrower as of the Sixth Amendment Date, as of the end of the first quarter of 2020) and (B)
less than 1.50 to 1.00; or


 


(x)           
the Servicer has deemed such Loan Asset to be a Non-Performing Loan Asset.


 


“Variable
Funding Note” has the meaning assigned to such term in Section 2.01(a).


 


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




    43


     


    

“Warranty
Event” means, as to any Loan Asset, the discovery by the Borrower, the Transferor (if applicable) or the Servicer that
as of the related Cut-Off Date for such Loan Asset there existed a breach of any representation or warranty set forth in Section
4.02 and Schedule II or Section 4.2 of the Purchase and Sale Agreement by the Borrower, the Transferor (if applicable)
or the Servicer relating to such Loan Asset (including that the Loan Asset failed to satisfy the criteria of the definition of
“Eligible Loan Asset”) and the failure of Borrower to cure such breach, or cause the same to be cured, within 10 Business
Days after the earlier to occur of the Borrower’s, Seller’s or Servicer’s receipt of notice thereof from the
Administrative Agent or the Borrower’s, Seller’s or Servicer’s becoming aware thereof.


 


“Warranty
Loan Asset” means a Loan Asset with respect to which a Warranty Event has occurred.


 


“Wells
Fargo” means Wells Fargo, National Association.


 


“Withholding
Agent” means the Borrower, the Servicer and the Administrative Agent.


 


“Yield”
means the sum of the following, payable on each Payment Date:


 


(a)          
the aggregate LIBOR Yield for all LIBOR Advances Outstanding that have an Interest Period that ends on such Payment Date and
for any part of the outstanding principal amount of a LIBOR Advance that was prepaid on a day other than a day on which an
Interest Period for such LIBOR Advance ended, to the extent that LIBOR Yield with respect to such prepaid principal remains
accrued and unpaid: plus,


 


(b)          
with respect to any previously ended Remittance Period during which any Base Rate Advances were outstanding, the sum for each
day in such Remittance Period of amounts determined in accordance with the following formula (but only to the extent that such
amounts were not previously paid to the Lenders):


	 	 	 	 
	 	 	 	YR
        x L 
    D

	 	 	 	 
	where:	YR	=	the Base Rate Yield Rate
    applicable on such day;
	 	 	 	 
	 	L	=	the aggregate principal amount of the Base Rate
    Advances Outstanding on such day; and
	 	 	 	 
	 	D =       365
    or 366, as applicable;


  


provided
that (i) no provision of this Agreement shall require the payment or permit the collection of Yield in excess of the maximum
permitted by Applicable Law and (ii) Yield shall not be considered paid by any distribution if at any time such distribution is
later required to be rescinded by any Lender to the Borrower or any other Person for any reason including, without limitation,
such distribution becoming void or otherwise avoidable under any statutory provision or common law or equitable action, including,
without limitation, any provision of the Bankruptcy Code.




    44


     


    

SECTION
1.02     Other Terms. All accounting
terms used but not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the
UCC in the State of New York, and used but not specifically defined herein, are used herein as defined in such Article
9.


 


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


 


SECTION
1.04     Interpretation.


 


In
each Transaction Document, unless a contrary intention appears:


 


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




 


(b)          
reference to any Person includes such Person’s
successors and assigns but only if such successors and assigns are not prohibited by the Transaction Documents;


 


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




 


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




 


 (e)           reference to any time means New York, New York time;




 


(f)           reference
to the words “include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”;


 


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


 


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


 


(i)            for
the avoidance of doubt, on each Measurement Date, the status of each Loan Asset shall be re-determined by the Servicer as of
such date and, as a consequence thereof, Loan Assets that were (i) previously Eligible Loan Assets on a prior Measurement
Date may be excluded from the Borrowing Base calculated on such Measurement Date and (ii) previously not Eligible Loan Assets
on a prior Measurement Date may be included in the Borrowing Base calculated on such Measurement Date.




    45


     


    

SECTION
1.05       Nature of Obligations. The
parties hereto intend the Advances made hereunder to be a “loan” and not a “security” for purposes of
Section 8-102(15) of the UCC.


 


SECTION 1.06       Divisions. For all purposes under the Transaction Documents, in
connection with any division or plan of division under Delaware law (or any comparable event under a different
jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right,
obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to
the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized
on the first date of its existence by the holders of its equity interests at such time.


 


ARTICLE
II.


 





THE
FACILITY


 


SECTION
2.01       Variable Funding Note and Advances.





 


(a)           Variable
Funding Note. Upon the written request of any Lender at any time, the Borrower shall (on the terms and subject to the
conditions hereinafter set forth) deliver to such Lender, at the address set forth in Section 11.02 of this Agreement,
and upon the written request of any additional Lender, the Borrower shall deliver to such additional Lender, at the address
set forth in the applicable Joinder Supplement, a duly executed variable funding note (as amended, modified, supplemented or
restated from time to time, a “Variable Funding Note”), in substantially the form of Exhibit H, in
an aggregate face amount equal to the applicable Lender’s Commitment as of the date on which such Variable Funding Note
is issued and otherwise duly completed. If any Variable Funding Note is issued, interest shall accrue on such Variable
Funding Note, and such Variable Funding Note shall be payable, as described herein.


 


(b)           Advances. On
the terms and conditions hereinafter set forth, from time to time from the Closing Date until the end of the Reinvestment
Period, the Borrower may request that the Lenders make Advances secured by the Collateral Portfolio, (x) to the Borrower for
the purpose of purchasing Eligible Loan Assets, (y) to the Unfunded Exposure Account in an amount up to the Unfunded Exposure
Amount or (z) to the Borrower for distributions to the Transferor in connection with prior transfers of unleveraged Eligible
Loan Assets to the Borrower as capital contributions to the Borrower, including with respect to any Borrowing Base capacity
resulting from any repayment of Advances previously made to the Borrower (so long as such distribution is permitted pursuant
to Section 5.02(m) of this Agreement). Other than pursuant to Section 2.02(f), under no circumstances shall any
Lender be required to make any Advance if after giving effect to such Advance and the addition to the Collateral Portfolio of
the Eligible Loan Assets being acquired by the Borrower using the proceeds of such Advance, (i) an Event of Default has
occurred, or would result therefrom, or an Unmatured Event of Default exists or would result therefrom or (ii) the aggregate
Advances Outstanding would exceed the Borrowing Base. Notwithstanding anything to the contrary herein (including Section
2.02(f)), no Lender shall be obligated to provide the Borrower (or to the Unfunded Exposure Account, if applicable) with
aggregate funds in connection with an Advance that would exceed the lesser of (x) such Lender’s unused Commitment then
in effect and (y) the aggregate unused Commitments then in effect.




    46


     


    

(c)           Notations
on Variable Funding Note. Each Lender is hereby authorized to enter on a schedule attached to the Variable Funding Note,
if any, with respect to such Lender a notation (which may be computer generated) with respect to each Advance under the
Variable Funding Note made by such Lender of: (i) the date and principal amount thereof, and (ii) each repayment of principal
thereof, and any such recordation shall, absent manifest error, constitute prima facie evidence of the accuracy of the
information so recorded. The failure of any Lender to make any such notation on the schedule attached to any Variable Funding
Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances Outstanding in accordance with
their respective terms as set forth herein.


 


(d)           (i)     So
long as (x) no Event of Default has occurred (and has not been waived) or would result therefrom, (y) no Unmatured Event of
Default exists or would result therefrom and (z) no Borrowing Base Deficiency exists or would result therefrom, the Borrower
(or the Servicer on the Borrower’s behalf) may, at any time (but on or prior to May 15,
202014, 2021) after the first
anniversary of the FourthSixth Amendment
Date, make a request to the Administrative Agent and the Lenders to extend the date set forth in clause (i) of the definition
of “Reinvestment Period” for a period of six months (such extension, the “Reinvestment Period
Extension”). The effectiveness of the Reinvestment Period Extension shall be conditioned upon the payment of the
applicable Extension Fee to the Administrative Agent for the Administrative Agent’s own account, in immediately
available funds. For the avoidance of doubt, the Administrative Agent agrees that the Borrower, in its sole and absolute
discretion, may elect to extend the date set forth in clause (i) of the definition of “Reinvestment
Period”.


 


(ii)           So
long as (x) no Event of Default has occurred (and has not been waived) or would result therefrom, (y) no Unmatured Event of
Default exists or would result therefrom and (z) no Borrowing Base Deficiency exists or would result therefrom, the Borrower
(or the Servicer on the Borrower’s behalf) may, at any time (but on or prior to May 15,
202014, 2021) after the first
anniversary of the FourthSixth Amendment
Date, make a request to the Administrative Agent and the Lenders to extend the date set forth in the definition of
“Stated Maturity Date” for a period of six months (such extension, the “Stated Maturity Date
Extension”). The effectiveness of the Stated Maturity Date Extension shall be conditioned upon the payment of the
applicable Extension Fee to the Administrative Agent for the Administrative Agent’s own account, in immediately
available funds. For the avoidance of doubt, the Administrative Agent agrees that the Borrower, in its sole and absolute
discretion, may elect to extend the date set forth in the definition of “Stated Maturity Date”.


 


SECTION
2.02       Procedure for Advances.


 


(a)            During
the Reinvestment Period, the Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in
accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article
III hereof.


 


(b)            The
Borrower shall request an Advance by delivering irrevocable written notice in the form of a Notice of Borrowing, in which the
Borrower shall specify whether the Advance shall be a LIBOR Advance or a Base Rate Advance. For each LIBOR Advance, the
Borrower shall deliver a Notice of Borrowing to the Administrative Agent and each Lender (with




    47


     


    

a
copy to the Collateral Custodian and the Account Bank) no later than 1:00 p.m. at least three Business Days before the Business
Day on which the LIBOR Advance is to be made; provided that if such Notice of Borrowing is delivered later than 1:00 p.m.
on such Business Day, such Notice of Borrowing shall be deemed to have been received on the following Business Day. For each Base
Rate Advance, the Borrower shall deliver an irrevocable written notice in the form of a Notice of Borrowing to the Administrative
Agent and each Lender no later than 1:00 p.m. one Business Day prior to the Business Day on which such Base Rate Advance is to
be made; provided that if such Notice of Borrowing is delivered later than 1:00 p.m. on such Business Day, such Notice
of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or the Servicer shall post all
Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to a Deal
Interactive (or other replacement) website to which the Administrative Agent and each Lender has access. Each Notice of Borrowing
shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma
effect to the Advance requested and the use of the proceeds thereof), and shall specify:


 


(i)          the
aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that,
except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to
$500,000;


 


(ii)
         the proposed Advance Date and whether such Advance
will be a LIBOR Advance or a Base Rate Advance;


 


(iii)
        a representation that all conditions precedent
for an Advance described in Article III hereof have been satisfied;


 


(iv)         the
amount of cash that will be funded by the Transferor or the Borrower into the Unfunded Exposure Account in connection with
any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance, if applicable; and


 


(v)
        whether such Advance (or portion thereof) should
be remitted to the Advance Funding Account or the Unfunded Exposure Account.


 


On
the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in
accordance with instructions received by the Borrower, either (i) make available to the Borrower, in same day funds, an amount
equal to such Lender’s Pro Rata Share of such Advance, by payment into the Advance Funding Account or (ii) remit in same
day funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Unfunded Exposure Account, as applicable;
provided that, with respect to an Advance funded pursuant to Section 2.02(f), each Lender shall remit the Advance
equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure
Account.


 


(c)           Each
LIBOR Advance shall bear interest at the applicable LIBOR Yield Rate. The Base Rate Advances Outstanding shall bear interest
at the Base Rate Yield Rate. So long as no Event of Default has occurred and is continuing, the Borrower may request that the
Administrative Agent convert any Base Rate Advance, in whole and not in part, to a LIBOR




    48


     


    

Advance by delivering a Conversion
Notice to the Administrative Agent no later than 1:00 p.m. at least three Business Days before the Conversion Date on which such
Base Rate Advance is to be converted into a LIBOR Advance.


 


(d)           Subject
to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without
limitation, the payment of the Make-Whole Premium and Breakage Fees, as applicable), the Borrower may (i) borrow, repay or
prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the
Reinvestment Period and (ii) repay or prepay Advances without any penalty, fee or premium after the end of the Reinvestment
Period and prior to the Facility Maturity Date.


 


(e)           A
determination by SMBC of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the
Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns of such event), or of
the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR (or the applicable Benchmark), shall be
conclusive absent manifest errordemonstrable error; provided that
if a Eurodollar Disruption Event with respect to SMBC has occurred and LIBOR (or the applicable Benchmark) has been
replaced with a Benchmark Replacement, such Eurodollar Disruption Event shall no longer be continuing, and interest on such
Advances Outstanding on and after the date of such replacement shall accrue
interest at the Benchmark Replacement.


 


(f)           If,
on the last day of the Reinvestment Period (or no later than three Business Days after the occurrence of an Event of Default
if the Reinvestment Period ends due to the occurrence of an Event of Default), the amount on deposit in the Unfunded Exposure
Account is less than the aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such
shortfall after taking into account the amounts required to be deposited into the Unfunded Exposure Account in accordance
with clause (iii) below (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of
Borrowing (as described in clause (ii) below), each Lender shall fund such Unfunded Exposure Amount Shortfall in
accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, (a)
the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02, (b) the occurrence
of an Event of Default or (c) the existence of (x) an Unmatured Event of Default or (y) a Borrowing Base
Deficiency); provided that:


 


(i)          each
Lender may fund such Unfunded Exposure Amount Shortfall in its sole discretion to the extent that doing so would cause such
Lender to make an Advance that would result in the aggregate outstanding principal amount of such Lender’s Advances to
exceed such Lender’s Commitment;


 


(ii)          the
Borrower shall have caused a properly completed Notice of Borrowing (which shall specify the account details of the Unfunded
Exposure Account where the funds will be made available) to be delivered to the Administrative Agent (with a copy to the
Lenders) on a timely basis; and


 


(iii)       
to the extent the Reinvestment Period has ended
due to the occurrence of an Event of Default, each Lender shall have a funding obligation with




    49


     


    

respect
to the Unfunded Exposure Amount Shortfall under this Section 2.02(f) solely to the extent that (A) the Borrower shall have,
prior to the applicable Advance Date, deposited an amount not less than the Unfunded Exposure Equity Amount in the Unfunded Exposure
Account pursuant to Section 2.04(a)(viii) or by an equity contribution by (x) prior to the consummation of a Permitted
BDC Merger, CCT, and (y) on or after the consummation of each Permitted BDC Merger, the applicable Permitted BDC, or by any combination
of those two methods and (B) such funds, as of such Advance Date, remain on deposit in the Unfunded Exposure Account.


 


For
the avoidance of doubt, the Borrower shall not be required to fund the Unfunded Exposure Account unless and until the occurrence
of an Event of Default or the last day of the Reinvestment Period or as required to prevent the occurrence of a Borrowing Base
Deficiency. For the further avoidance of doubt, any obligation of a Lender to make an Advance pursuant to this Section 2.02(f)
shall be without prejudice to the obligation of the Borrower to cure any Borrowing Base Deficiency that exists prior to such
Advance or results therefrom.


 


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


 


SECTION
2.03     Determination
of Yield. Each Lender shall determine the Yield for its portion of the Advances Outstanding (including unpaid Yield
related thereto, if any, due and payable on a prior Payment Date) to be paid by the Borrower on each Payment Date and shall
advise the Servicer thereof on or prior to 10:00a.m. on the third Business Day prior to such Payment Date.


 


SECTION
2.04     Remittance Procedures. By
delivery of a Servicing Report on a Reporting Date, the Servicer, as agent for the Administrative Agent and the Lenders,
shall, and if the Servicer fails to do so, the Administrative Agent may instruct the Account Bank to, apply funds on deposit
in the Controlled Accounts on the related Payment Date as described in this Section 2.04; provided that at any
time after delivery of Notice of Exclusive Control that has not been rescinded, the Administrative Agent shall instruct the
Collateral Agent (who shall instruct the Account Bank) to apply funds on deposit in the Controlled Accounts as described in
this Section 2.04.


 


(a)          
Interest and Principal Payments During Reinvestment
Period and Absent a Sequential Pay Event. On each Payment Date during the Reinvestment Period, so long as no Sequential Pay
Event has occurred and is continuing, the Servicer shall transfer (or instruct the Account Bank to transfer) Interest Collections
and Principal Collections held by the Account Bank in the Collection Account as of the Payment Date Cut-Off, in accordance with
the Servicing Report, to the following Persons in the following amounts and priority:


 


(i)         
to any applicable Governmental Authority, any
Tax or withholding for or on account of any Tax which could result in a Lien on any of the Collateral Portfolio;




    50


     


    

(ii)         pari
passu to (a) the Collateral Agent, in payment in full of the Collateral Agent Fee with respect to such Payment Date
(along with any unpaid Collateral Agent Fee with respect to any previous Payment Date) and all accrued and unpaid Collateral
Agent Expenses and (b) the Collateral Custodian and the Account Bank in payment in full of the Collateral Custodian and
Account Bank Fees with respect to such Payment Date (along with any unpaid Collateral Custodian and Account Bank Fees with
respect to any previous Payment Date) and all accrued and unpaid Collateral Custodian and Account Bank Expenses; provided that,
so long as no Event of Default has occurred and is continuing, (i) amounts payable to the Collateral Agent for the Collateral
Agent Expenses pursuant to the foregoing shall not exceed $60,000 for any 12-month period and (ii)  amounts payable to
the Collateral Custodian and Account Bank pursuant to the foregoing clause (b) shall not exceed $75,000 for any 12-month
period (other than indemnity amounts payable by the Borrower to the Collateral Custodian and Account Bank under the
Transaction Documents, which amounts shall not be subject to such cap);


 


(iii)        to
the Servicer, in payment in full of all accrued and unpaid expenses; provided that amounts payable to the Servicer
pursuant to the foregoing shall not exceed $25,000 for any three-month period;


 


(iv)       to
the Servicer, in payment in full of the Servicing Fees with respect to such Payment Date (along with any unpaid Servicing
Fees with respect to any previous Payment Date);


 


(v)        to
the Administrative Agent, all accrued and unpaid fees, out-of-pocket expenses (including reasonable and reasonably documented
out-of-pocket outside attorneys’ fees, costs and expenses), indemnity amounts and any other administrative expenses and
amounts payable by the Borrower to the Administrative Agent under the Transaction Documents;


 


(vi)       pro
rata, in accordance with the amounts due under this clause, to each Lender (A) all Yield payable on such Payment Date and
(B) the Non-Usage Fee to the extent that such Non-Usage Fee is accrued and unpaid as of the last day of the related
Remittance Period;


 


(vii)      pro
rata, to each Lender, all accrued and unpaid fees (including Breakage Fees), out-of-pocket expenses (including reasonable
and reasonably documented out-of-pocket outside attorneys’ fees, costs and expenses) and indemnity amounts payable by
the Borrower to any Lender under the Transaction Documents;


 


(viii)     to
pay the Advances Outstanding to the extent required to satisfy any outstanding Borrowing Base Deficiency or to avoid a
Borrowing Base Deficiency (on a pro forma basis after giving effect to the payment to be made on such Payment Date)
from arising;


 


(ix)        at
the discretion of the Servicer, to the Unfunded Exposure Account up to an amount necessary to cause the amount on deposit in
the Unfunded Exposure Account to equal the Unfunded Exposure Equity Amount;




    51


     


    

(x)         first to
(a) the Collateral Custodian and the Account Bank, in payment in full of all accrued and unpaid Collateral Custodian and
Account Bank Expenses, and second to (b) the Collateral Agent, in payment in full of all accrued and unpaid Collateral
Agent Expenses, each to the extent not paid pursuant to Section 2.04(b)(ii);


 


(xi)
       to the Servicer, in payment in full of any expenses
not reimbursed pursuant to Section 2.04(a)(iii); and


 


 (xii)       to the Borrower, any remaining amounts.




 


(b)          
Payment Date Transfers After the Reinvestment
Period or Following the Occurrence of a Sequential Pay Event. On each Payment Date after the expiration of the Reinvestment
Period, or if a Sequential Pay Event has occurred and is continuing, the Servicer shall transfer collected funds held by the Account
Bank in the Collection Account as of the Payment Date Cut-Off, in accordance with the Servicing Report, to the following Persons
in the following amounts and priority:


 


(i)
         to any applicable Governmental Authority, any
Tax or withholding for or on account of any Tax which could result in a Lien on any of the Collateral Portfolio;


 


(ii)
        pari
passu to (a) the Collateral Agent, in payment in full of the Collateral Agent Fee with respect to such Payment Date
(along with any unpaid Collateral Agent Fee with respect to any previous Payment Date) and all accrued and unpaid Collateral
Agent Expenses and (b) the Collateral Custodian and the Account Bank in payment in full of the Collateral Custodian and
Account Bank Fees with respect to such Payment Date (along with any unpaid Collateral Custodian and Account Bank Fees with
respect to any previous Payment Date) and all accrued and unpaid Collateral Custodian and Account Bank Expenses; provided that,
so long as no Event of Default has occurred and is continuing, (i) amounts payable to the Collateral Agent for the Collateral
Agent Expenses pursuant to the foregoing shall not exceed $60,000 for any 12-month period and (ii)  amounts payable to
the Collateral Custodian and Account Bank pursuant to the foregoing clause (b) shall not exceed $75,000 for any 12-month
period (other than indemnity amounts payable by the Borrower to the Collateral Custodian and Account Bank under the
Transaction Documents, which amounts shall not be subject to such cap);


 


(iii)
       to
the Servicer, in payment in full of all accrued and unpaid expenses; provided that amounts payable to the Servicer
pursuant to the foregoing shall not exceed $25,000 for any three-month period;


 


(iv)
      to
the Servicer, in payment in full of the Servicing Fees with respect to such Payment Date (along with any unpaid Servicing
Fees with respect to any previous Payment Date);


 


(v)

       to the Administrative Agent, all accrued and
unpaid fees, out-of-pocket expenses (including reasonable and reasonably documented out-of-pocket




    52


     


    

outside
attorneys’ fees, costs and expenses), indemnity amounts and any other administrative expenses and amounts (to the extent
not previously paid in accordance with Section 8.01(b)) payable by the Borrower to the Administrative Agent under the Transaction
Documents;


 


(vi)
       pro
rata, in accordance with the amounts due under this clause, to each Lender (A) all Yield payable on such Payment Date and
(B) the Non-Usage Fee to the extent that such Non-Usage Fee is accrued and unpaid as of the last day of the related
Remittance Period;


 


(vii)
      pro
rata, to each Lender, all accrued and unpaid fees (including Breakage Fees), out-of-pocket expenses (including reasonable
and reasonably documented out-of-pocket outside attorneys’ fees, costs and expenses) and indemnity amounts payable by
the Borrower to any Lender under the Transaction Documents;


 


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


 


(ix)        prior
to the occurrence of a Sequential Pay Event, pro rata to each Lender, the Lender Allocation Percentage of the amount
available under this clause (ix) to pay the Advances Outstanding, including any applicable Make-Whole Premium, until paid in
full;


 


(x)         after
the occurrence of a Sequential Pay Event, pro rata to each Lender, to pay the Advances Outstanding, including any
applicable Make-Whole Premium, until paid in full;


 


(xi)        first to
(a) the Collateral Custodian and the Account Bank, in payment in full of all accrued and unpaid Collateral Custodian and
Account Bank Expenses, and second to (b) the Collateral Agent, in payment in full of all accrued and unpaid Collateral
Agent Expenses, each to the extent not paid pursuant to Section 2.04(b)(ii);


 


(xii)
      to the Servicer, in payment in full of any expenses
not reimbursed pursuant to Section 2.04(b)(iii) and


 


 (xiii)      to the Borrower, any remaining amounts.




 


(c)           Unfunded
Exposure Account. On or prior to the last day of the Reinvestment Period, the Borrower shall fund an amount equal to the
Unfunded Exposure Amount into the Unfunded Exposure Account. During the Reinvestment Period, no amounts shall be required to
be deposited into the Unfunded Exposure Account (other than pursuant to Section 2.02(f) or Section 2.06(a)).
Funds on deposit in the Unfunded Exposure Account as of any date of determination may be withdrawn to fund draw requests of
the relevant Obligors under any Revolving Loan Asset or Delayed Draw Loan Asset; provided that, until an Event of
Default has occurred, the amount withdrawn to fund such draw request shall not create any Borrowing




    53


     


    

Base
Deficiency. Any such draw request made by an Obligor, along with wiring instructions for the applicable Obligor, shall be forwarded
by the Servicer (on behalf of the Borrower) to the Account Bank (with a copy to the Administrative Agent, the Collateral Agent
and each Lender) in the form of a Disbursement Request, and the Servicer (on behalf of the Borrower) shall instruct the Account
Bank to fund such draw request in accordance with the Disbursement Request; provided that at any time after delivery of
Notice of Exclusive Control, the Collateral Agent shall so instruct the Account Bank. At any time, the Servicer (or, after delivery
of a Notice of Exclusive Control, the Collateral Agent acting at the direction of the Administrative Agent) may cause any amounts
on deposit in the Unfunded Exposure Account which exceed the Unfunded Exposure Amount as of any date of determination to be deposited
into the Principal Collection Account as Principal Collections.


 


(d)           Insufficiency
of Funds. The parties hereby agree that, subject to this Section 2.04, if the funds on deposit in the Collection
Account are insufficient to pay any amounts due and payable on a Payment Date, the Borrower shall nevertheless remain
responsible for, and shall pay on each succeeding Payment Date until paid in full all amounts payable under this Agreement
and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents. For
the avoidance of doubt, notwithstanding anything to the contrary contained herein, any failure by the Borrower to pay any
amount payable under any Transaction Document on the date such payment is due according to such Transaction Document shall,
if not cured within any applicable grace period, constitute an Event of Default notwithstanding that at the time such payment
is due and during any applicable grace period Available Collections are insufficient for the Borrower to make such
payment.


 


SECTION
2.05     Instructions to the Collateral
Agent. To the extent permitted by Applicable Law, the Administrative Agent shall promptly transmit to the Servicer and
the Borrower by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account
Bank by the Administrative Agent, pursuant to Section 2.04. If either the Administrative Agent or Collateral Agent
disagrees with the computation of any amounts to be paid or deposited by the Borrower or the Servicer under Section
2.04 or otherwise pursuant to this Agreement, or upon their respective instructions, it shall so notify the Borrower, the
Servicer and the Collateral Agent in writing and in reasonable detail to identify the specific disagreement. If such
disagreement cannot be resolved within two Business Days, the determination of the Administrative Agent as to such amounts
shall be conclusive and binding on the parties hereto absent manifest error. In the event the Collateral Agent or the Account
Bank receives instructions from the Servicer or the Borrower which conflict with any instructions received by the
Administrative Agent, the Collateral Agent or the Account Bank, as applicable, shall rely on and follow the instructions
given by the Administrative Agent.


 


SECTION
2.06     Borrowing Base Deficiency Payments.


 


(a)           In
addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this
Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower shall, within
12 Business Days from the earlier of (x) the date of the Borrower acquiring knowledge of such Borrowing Base Deficiency and
(y) the date of the Borrower receives written notice of such Borrowing Base Deficiency from the Administrative Agent,
eliminate such Borrowing Base Deficiency in its




    54


     


    

entirety
by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency
as of such date of determination: (i) deposit cash in Dollars into the Principal Collection Account and/or the Unfunded Exposure
Account in the amount necessary to eliminate such Borrowing Base Deficiency, (ii) repay Advances Outstanding (together with any
Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent and the Lenders, in each case in respect
of the amount so prepaid) in the amount necessary to eliminate such Borrowing Base Deficiency, and/or (iii) subject to the approval
of the Administrative Agent, in its sole discretion, Pledge additional Eligible Loan Assets in the amount necessary to eliminate
such Borrowing Base Deficiency. If the Administrative Agent does not reply to a request by the Borrower within any time period
provided for such a reply pursuant to this Section 2.06(a) and does not inform the Borrower that the Administrative Agent
is extending the period for such a reply, such failure to reply shall constitute a denial of such request.


 


(b)          No
later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge of additional
Eligible Loan Assets pursuant to Section 2.06(a), (unless waived by the Administrative Agent), the Borrower (or the
Servicer on its behalf) shall deliver (i) to the Administrative Agent (with a copy to the Collateral Agent and the Collateral
Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such
repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative
Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and
added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section
2.06 shall be irrevocable.


 


SECTION
2.07     Substitution and Sale of Loan Assets;
Affiliate Transactions.


 


(a)          Substitutions. The
Borrower may, with the consent of the Administrative Agent in its sole discretion, replace any Loan Asset (including, without
limitation, any Defaulted Loan Assets) with an Eligible Loan Asset so long as (i) no event has occurred, or would result from
such substitution, which constitutes an Event of Default an Unmatured Event of Default or a Borrowing Base Deficiency provided that
a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) shall not impair the right of the Borrower
to effect an otherwise permitted substitution as necessary to facilitate a cure of such Borrowing Base Deficiency (and any
Unmatured Event of Default arising therefrom) so long as immediately after giving effect to such substitution and any other
sale or transfer substantially contemporaneous therewith, such Borrowing Base Deficiency shall be cured or if not cured,
reduced and (ii) simultaneously therewith, the Borrower Pledges (in accordance with all of the terms and provisions contained
herein) a Substitute Eligible Loan Asset.


 


(b)         
Discretionary Sales. The Borrower shall
be permitted to sell Loan Assets to Persons other than the Transferor or its Affiliates (which, for the avoidance of doubt, shall
be permitted in accordance with Section 2.06(e)) from time to time; provided that (A) the proceeds of such sale shall be
deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereof or reinvested, prior to the
end of the Reinvestment Period, in additional Eligible Loan Assets in accordance with (and to the extent permitted under) Section
2.21 hereof, (B) no Event of Default has occurred or would result from such sale, and no Unmatured Event of






    55


     


    

Default
or a Borrowing Base Deficiency exists or would result from such sale; and (C) the prior written consent of the Administrative
Agent (in its sole discretion) shall be required if:


 


(i)             the proceeds of the sale of such Loan Asset will
be less than the Adjusted Borrowing Value of such Loan Asset;


 


(ii)            after
giving effect to such sale and all other sales, substitutions or releases of Loan Assets (other than Warranty Loan Assets)
pursuant to Sections 2.07(a), 2.07(b), 2.07(e) or 2.07(g) during the previous 12-month period
(or, at any time prior to the first 12 months following the Closing Date, such shorter period), the Outstanding Balance of
all Loan Assets disposed pursuant to such sales, substitutions or releases will exceed 30% of the highest aggregate
Outstanding Balance of all Loan Assets at any time during such period; or


 


(iii)           at
any time from and after the end of the Reinvestment Period, the proceeds of the sale of such Loan Asset will be equal to or
greater than the Adjusted Borrowing Value of such Loan Asset immediately after the sale of such Loan Asset and


 


a.       the
Collateral Portfolio will include fewer than seven Loan  Assets,
or


 


b.       the aggregate Adjusted Borrowing Value of all the Loan Assets will be
less than $70,000,000.


 


(c)          Repurchase
or Substitution of Warranty Loan Assets. If on any day a Loan Asset is (or becomes) a Warranty Loan Asset, no later than
10 Business Days following the earlier of knowledge by the Borrower, the Servicer or the Transferor (if applicable) of such
Loan Asset becoming a Warranty Loan Asset or receipt by the Borrower from the Administrative Agent of written notice thereof,
the Borrower shall either:


 


(i)         make
a deposit to the Collection Account (as Principal Collections for allocation pursuant to Section 2.04) in immediately
available funds in an amount equal to the sum of (x) the initial Assigned Value with respect to such Loan Asset multiplied by
the Outstanding Balance of such Loan Asset and (y) any expenses or fees with respect to such Loan Asset and costs and damages
incurred by the Administrative Agent or by any Lender in connection with any violation by such Loan Asset of any predatory or
abusive lending law which is an Applicable Law (a notification regarding the amount of such expenses or fees to be provided
by the Administrative Agent to the Borrower); provided that the Administrative Agent shall have the right to determine
whether the amount so deposited is sufficient to satisfy the foregoing requirements; or


 


(ii)
        with the prior written consent of the Administrative
Agent, in its sole discretion, substitute a Substitute Eligible Loan Asset for such Warranty Loan Asset.


 


Upon confirmation of the deposit of
the amounts set forth in Section 2.07(c)(i) into the Collection Account or the delivery by the Borrower of a Substitute
Eligible Loan Asset for each Warranty Loan Asset (the date of such confirmation or delivery, the “Release Date”),
such Warranty Loan Asset and related Portfolio Assets shall be removed from the Collateral




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Portfolio
and, as applicable, the Substitute Eligible Loan Asset and related Portfolio Assets shall be included in the Collateral Portfolio.
On the Release Date of each Warranty Loan Asset, the Collateral Agent, for the benefit of the Secured Parties, shall automatically
and without further action be deemed to release to the Borrower, without recourse, representation or warranty, all the right,
title and interest and any Lien of the Collateral Agent, for the benefit of the Secured Parties in, to and under the Warranty
Loan Asset and any related Portfolio Assets and all future monies due or to become due with respect thereto.


 


(d)         Conditions to Sales, Substitutions and Repurchases. Any sales,
substitutions or repurchases effected pursuant to Sections 2.07(a), (b), or (c) shall be subject to the
satisfaction of the following conditions (as certified in writing to the Administrative Agent and Collateral Agent by the
Borrower):


 


(i)        
the Borrower shall deliver a Borrowing Base Certificate
to the Administrative Agent in connection with such sale, substitution or repurchase;


 


(ii)       
the Borrower shall deliver a list of all Loan
Assets to be sold, substituted or repurchased;


 


(iii)       the
Loan Assets were selected for sale, repurchase or substitution in a manner consistent with and pursuant to the Investment
Policies in effect as of the date of such selection;


 


(iv)      
the Borrower shall give one Business Day’s
notice of such sale, substitution or repurchase;


 


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


 


(vi)      
the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall continue to be
correct in all material respects (or if such representation and warranty is already qualified by the words “material”,
“materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct
in all respects), except to the extent relating to an earlier date;


 


(vii)     any
repayment of Advances Outstanding in connection with any sale, substitution or repurchase of Loan Assets hereunder shall
comply with the requirements set forth in Section 2.18; and


 


(viii)     the
Borrower and the Servicer (on behalf of the Borrower) shall agree to pay the reasonable and reasonably documented outside
legal fees and expenses of the Administrative Agent, each Lender, Collateral Agent and the Collateral Custodian in connection
with any such sale, substitution or repurchase (including, but not limited to, expenses incurred in connection with the
release of the Lien of the Collateral Agent on behalf of the Secured Parties and any other party having an interest in the
Loan Asset in connection with such sale, substitution or repurchase).




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(e)           Affiliate
Transactions. Notwithstanding anything to the contrary set forth herein or in any other Transaction Document, the
Transferor shall not reacquire and no Affiliate of the Transferor shall acquire from the Borrower and the Borrower shall not
transfer to the Transferor or to Affiliates of the Transferor, and none of the Transferor nor any Affiliates thereof shall
have a right or ability to purchase, the Loan Assets other than transfers that (i) are permitted by Section 2.07(f) of
this Agreement, and (ii) are made on an arms’ length basis and for fair market value; provided that (x) the
proceeds of such sale shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04
hereof, (y) no Event of Default has occurred and is continuing or would result from such sale and no Unmatured Event of
Default or a Borrowing Base Deficiency exists or would result from such sale; and (z) the Administrative Agent shall provide
prior written consent to such sale.


 


(f)           Limitations
on Sales and Substitutions. (i) The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) substituted
with Eligible Loan Assets from the Transferor or any Affiliate pursuant to Section 2.07(a), sold pursuant to Sections
2.07(e) or released pursuant to a Lien Release Dividend during the term of this Agreement shall not exceed 20% of the
highest aggregate Outstanding Balance of all Loan Assets at any time during the previous 12-month period, and (ii) the
Outstanding Balance of all Defaulted Loan Assets (other than Warranty Loan Assets) substituted with Eligible Loan Assets from
the Transferor or any Affiliate pursuant to Section 2.07(a), sold pursuant to Section 2.07(e) or released
pursuant to a Lien Release Dividend during the term of this Agreement shall not exceed 10% of the highest aggregate
Outstanding Balance of all Loan Assets at any time during the previous 12-month period. Notwithstanding the foregoing, the
Borrower shall be permitted to sell Loan Assets that are not Eligible Loan Assets; provided that, after the occurrence
and during the continuance of an Event of Default, the prior written consent of the Administrative Agent shall be required
for any such sale.


 


(g)           Lien
Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default
has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the
Transferor any Loan Assets that were sold by the Transferor to the Borrower, or portions thereof (each, a “Lien
Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor
to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian):


 


(i)         The Borrower and the Transferor shall have given the
Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five Business Days prior
written notice requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form
of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a
“Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the
Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and
Request for Consent but if the Administrative Agent shall not have responded to the Notice and Request for Consent by 11:00
a.m. on the day that is one Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be
deemed not to have given its consent;




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(ii)         On
any Lien Release Dividend Date, no more than four Lien Release Dividends shall have been made during the 12-month period
immediately preceding the proposed Lien Release Dividend Date;


 


(iii)       After
giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of
Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02
and 4.03 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier
date, (C) the eligibility of any Loan Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend
will be redetermined as of the Lien Release Dividend Date, (D) no claim shall have been asserted or proceeding commenced
challenging the enforceability or validity of any of the Required Loan Documents and (E) there shall have been no Material
Adverse Effect with respect to the Servicer or the Borrower;


 


(iv)       Such
Lien Release Dividend must be in compliance with Applicable Law and may not (A) be made with the intent to hinder, delay or
defraud any creditor of the Borrower or (B) leave the Borrower, immediately after giving effect to the Lien Release Dividend,
not Solvent;


 


(v)        On
or prior to the Lien Release Dividend Date, the Borrower shall have obtained all authorizations, consents and approvals
required to effectuate the Lien Release Dividend;


 


(vi)       If
a portion of a Loan Asset is being transferred pursuant to such Lien Release Dividend, (A) such transfer shall not have an
adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the
Collateral Portfolio, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other
than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio
shall have been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral
Custodian;


 


(vii)
     Each Loan Asset,
or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any
accrued and unpaid interest or PIK Interest thereon;


 


(viii)     The Borrower shall deliver a Borrowing Base Certificate
(including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative
Agent;


 


(ix)
      The
Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent,
the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents,
if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be
transferred




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pursuant
to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend;
and


 


(x)         The
Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees
and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with
any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the
Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets in connection
with such Lien Release Dividend).


 


SECTION
2.08       Payments and Computations, Etc.


 


(a)         All
amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the
terms hereof no later than 5:00 p.m. on the day when due in Dollars in immediately available funds to the Collection Account
or such other account as is designated by the Administrative Agent. The Borrower or the Servicer, as applicable, shall, to
the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the
Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which
shall accrue at the LIBOR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such
nonpayment until such amount is paid in full (as well after as before judgment); provided that such interest rate
shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by
any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be
returned by any Lender to the Borrower or any other Person for any reason. Each LIBOR Advance shall accrue interest at the
applicable LIBOR Yield Rate for such LIBOR Advance during each applicable Interest Period. All computations of interest and
all computations with respect to the Yield, the LIBOR Yield and the LIBOR Yield Rate with respect to LIBOR Advances shall be
computed on the basis of a year of 360 days for the actual number of days elapsed, other than calculations with respect
to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable. Payments of Yield with respect
to each LIBOR Advance shall be payable on each Payment Date on which an Interest Period for such LIBOR Advance ends. Each
Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance
Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or
the date such Base Rate Advance is repaid in full. All computations of interest and all computations with respect to the
Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366
days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date
occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the
first day of such calendar month and ends on and includes the Payment Date Cut-Off in such calendar month shall be payable on
the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such
calendar month after the Payment Date Cut-Off in such calendar month shall be payable on the Payment Date next following the
Payment Date that occurs in such calendar month.




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(b)         Whenever
any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due on the next
succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or
any fee payable hereunder, as the case may be.


 


(c)         If
any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section
2.02 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to
fund such Advance on the part of, the Lenders, the Administrative Agent or an Affiliate thereof, made or effectuated, as the
case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense
incurred by such Lender related thereto (other than any such loss, cost or expense solely due to the gross negligence or
willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or an Affiliate
thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or
expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund
Advances or maintain the Advances Outstanding. Any such Lender shall provide to the Borrower documentation setting forth the
amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent
manifest error.


 


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


 


SECTION
2.09      Fees. The Borrower shall pay
the Lenders (either directly or through the Administrative Agent) the Fees in the amounts and on the dates set forth in the
Lender Fee Letter.


 


SECTION
2.10      Increased Costs; Capital Adequacy.


 


(a)         If,
due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by
way of imposition or increase of reserve or liquidity requirements) in or in the interpretation, administration or
application following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting
in any payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income
of such Lender), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the
date hereof from any central bank or other Governmental Authority (whether or not having the force of law), there shall be
any increase in the cost to the Administrative Agent, any Lender or any Affiliate, participant, successor or assign thereof
(each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any
Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to
any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or
receivable by an Affected Party under this Agreement or under any other Transaction Document, the Borrower shall, from time
to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in
reasonable detail the basis for such




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demand),
on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient
to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that
the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and
shall not include any Excluded Taxes.


 


(b)         If
either (i) the introduction of or any change following the date hereof in or in the interpretation, administration or
application following the date hereof of any law, guideline, rule or regulation, directive or request or (ii) the compliance
by any Affected Party with any law, guideline, rule, regulation, directive or request following the date hereof, from any
central bank, any Governmental Authority or agency, including, without limitation, compliance by an Affected Party with any
request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital
of any Affected Party, as a consequence of its obligations hereunder or any related document or arising in connection
herewith or therewith to a level below that which any such Affected Party could have achieved but for such introduction,
change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy), by an
amount deemed by such Affected Party to be material, then, from time to time, after demand by such Affected Party (which
demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), the Borrower shall
pay the Administrative Agent on behalf of such Affected Party such additional amounts as will compensate such Affected
Party for such reduction. For the avoidance of doubt, any increase in cost and/or reduction in Yield with respect to any
Affected Party caused by regulatory capital allocation adjustments due to FAS 166, 167 and subsequent statements and
interpretations shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section
2.10.


 


(c)         In
determining any amount provided for in this Section 2.10, the Affected Party may use any reasonable averaging and
attribution methods. The Administrative Agent, on behalf of any Affected Party making a claim under this Section 2.10,
shall submit to the Borrower a certificate setting forth in reasonable detail the basis for and the computations of such
additional or increased costs, which certificate shall be conclusive absent manifest error.


 


(d)         Failure
or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.10 shall not constitute a
waiver of such Affected Party’s right to demand or receive such compensation; provided that the Borrower shall
not be required to compensate such Affected Party pursuant to this Section 2.10 for any increased costs incurred or
reductions suffered more than nine months prior to the date that such Affected Party notifies the Borrower of any change set
forth in clauses (a) and (b) above giving rise to such increased costs or reductions and of such Affected
Party’s intention to claim compensation therefor (except that, if such change giving rise to such increased costs or
reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of
retroactive effect thereof).


 


(e)         If
at any time the Borrower shall be liable for the payment of any additional amounts in accordance with this Section
2.10, then the Borrower shall have the option to terminate this Agreement (in accordance with the provisions of Section
2.18(b) but without the payment of any Make-Whole Premium); provided that such option to terminate shall in no
event




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relieve
the Borrower of paying any amounts owing pursuant to this Section 2.10 in accordance with the terms hereof.


 


(f)         Notwithstanding
anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all rules and regulations
promulgated thereunder or issued in connection therewith shall be deemed to have been introduced after the Closing Date,
thereby constituting a change for which a claim for increased costs or additional amounts may be made hereunder with respect
to the Affected Parties, regardless of the date enacted, adopted or issued.


 


SECTION
2.11     Taxes.


 


(a)         All
payments made by the Borrower or made by the Servicer on behalf of the Borrower under this Agreement will be made free and
clear of and without deduction or withholding for or on account of any Taxes, except as required by Applicable Law. If any
Applicable Law (as determined in good faith discretion of an applicable Withholding Agent) requires any Taxes to be withheld
from any amounts payable to any Indemnified Party, then the amount payable to such Person will be increased (the amount of
such increase, the “Additional Amount”) such that every net payment made under this Agreement after
withholding for or on account of any Taxes (including, without limitation, any Taxes on such increase) is not less than the
amount that would have been paid had no such deduction or withholding been made. The foregoing obligation to pay Additional
Amounts with respect to payments required to be made by the Borrower or made by the Servicer on behalf of the Borrower under
this Agreement will not, however, apply with respect to (i) Taxes imposed on or measured by the overall net income (however
denominated) of the Administrative Agent, any Lender, or any other recipient of any payment to be made hereunder, or profits,
franchise and similar Taxes imposed on the Administrative Agent or such Lender or other recipient (in lieu of net income or
profit taxes) and backup withholding and similar Taxes by (I) the jurisdiction (or any political subdivision thereof) under
the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in
which its applicable lending office or the office to which its interest in the Advances is assigned is located or (II) any
other jurisdiction (or any political subdivision thereof) as a result of a present or former connection between the
Administrative Agent or such Lender or other recipient and such jurisdiction imposing such Tax other than a connection
arising solely as a result of engaging in any transaction contemplated under this Agreement, (ii) any branch profits Taxes
imposed by the United States or any similar Tax imposed by any other jurisdiction described in clause (i) above; (iii) in the
case of a Lender, any United States federal withholding Tax that is imposed on amounts payable (including, for the avoidance
of doubt, consent, amendment or similar fees) to such Lender at the time such Lender acquires an interest in the Advances or
designates a new lending office (other than a designation made at the request of Borrower), except to the extent that such
Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive
Additional Amounts from Borrower with respect to such withholding tax pursuant to this Section 2.11(a); (iv) in the
case of a Lender who designates a new lending office (other than a designation made at the request of Borrower), any United
States federal withholding Tax that is imposed on interest payments pursuant to any Applicable Law that is in effect at the
time of such change in lending office, except to the extent that such Lender was entitled, immediately prior to such change
in lending office, to receive Additional Amounts or indemnity payments from the Borrower with respect to




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such withholding Tax pursuant to this
Section 2.11(a); (v) any Tax attributable to such recipient’s failure to comply with Section 2.11(d); (vi)
any Taxes imposed under, or as a result of the failure of such recipient to satisfy the applicable requirements under, FATCA;
and (vii) interest, penalties, additions to Tax and costs or expenses solely resulting from the assessment or imposition of Taxes
described in clauses (i) through (vi) of this definition (“Excluded Taxes”).


 


(b)         The
Borrower will indemnify (and, to the extent the funds available for such indemnification pursuant to Section 2.04 are
insufficient, the Servicer, on behalf of the Borrower, will indemnify) each Indemnified Party for the full amount of Taxes
(other than Excluded Taxes) payable by such Person in respect of Additional Amounts and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto. All payments in respect of this indemnification shall be
made within 10 days from the date a written invoice therefor is delivered to the Borrower.


 


(c)         Within
30 days after the date of any payment by the Borrower or by the Servicer on behalf of the Borrower of any Taxes, the Borrower
or the Servicer, as applicable, will furnish to the Administrative Agent and the Lenders at the applicable address set forth
on this Agreement, appropriate evidence of payment thereof.


 


(d)         Each
Foreign Lender that (a) is a party hereto on the Closing Date or (b) becomes an assignee of an interest under this Agreement
after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) shall deliver
to the Borrower with a copy to the Administrative Agent, (i) within 15 days after becoming a Foreign Lender hereunder, one
(or such other number as may from time to time be prescribed by Applicable Law) duly completed and properly executed copy of
the applicable Internal Revenue Service Form W-8 (or any successor forms or other certificates or statements that may be
required from time to time by the relevant United States taxing authorities or Applicable Law), as appropriate, to permit the
Borrower to make payments hereunder for the account of such Lender without deduction or withholding of United States federal
income or similar Taxes and (ii) upon the obsolescence of or after the occurrence of any event requiring a change in, any
form or certificate previously delivered pursuant to this Section 2.11(d), copies (in such numbers as may from time to
time be prescribed by Applicable Law or regulations) of such additional, amended or successor forms, certificates or
statements as may be required under Applicable Law to permit the Borrower or the Servicer to make payments hereunder for the
account of such Lender without deduction or withholding of United States federal income or similar Taxes. In addition, any
Lender that is a U.S. Person shall deliver to the Borrower, with a copy to the Administrative Agent, one (or such other
number as may from time to time be prescribed by Applicable Law) duly completed and properly executed copy of Internal
Revenue Service Form W-9 (or any successor forms or other certificates or statements that may be required from time to time
by the relevant United States taxing authorities or Applicable Law) as will enable Borrower, Servicer and Administrative
Agent to determine whether or not such Lender is subject to backup withholding or information reporting
requirements.


 


(e)         If,
in connection with an agreement or other document providing liquidity support, credit enhancement or other similar support to
any Lender in connection with this Agreement or the funding or maintenance of Advances hereunder, such Lender is required to
compensate a bank or other financial institution in respect of Taxes under circumstances similar




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to
those described in this Section 2.11, then, within 10 days after demand by each applicable Lender, the Borrower shall pay
to such Lender such additional amount or amounts as may be necessary to reimburse such Lender for any amounts paid by them.


 


(f)         If
a payment made to a Lender hereunder would be subject to United States federal withholding Tax imposed by FATCA if such
Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower, the Servicer and the Administrative Agent at
the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower, the Servicer
or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section
1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower, Servicer and the
Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with Lender
obligations under FATCA and to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section
2.11, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


(g)         If
the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a
refund or credit (in lieu of such refund) of any amounts as to which it has been indemnified by the Borrower or with respect
to which the Borrower has paid additional amounts pursuant to this Section 2.11, it shall pay to the Borrower an
amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower
under this Section with respect to the amounts giving rise to such refund), together with any interest paid by the relevant
Governmental Authority with respect to such refund, provided that the Borrower, upon the request of the Administrative
Agent or such Lender, agrees to repay as soon as reasonably practicable the amount paid over to such Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such
Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority.
This subsection shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns or
its books or records (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other
Person.


 


(h)
        Without
prejudice to the survival of any other agreement of the Borrower and the Servicer hereunder, the agreements and obligations of
the Borrower, the Servicer, the Administrative Agent and each Lender contained in this Section 2.11 shall survive the termination
of this Agreement. 


 





(i)
          For the purposes of this Section 2.11, the term “Applicable Law” includes FATCA.


 


SECTION
2.12     Collateral Assignment of Agreements. The Borrower hereby
collaterally assigns to the Collateral Agent, for the benefit of the Secured Parties, all of the Borrower’s right and
title to and interest in, to and under (but not any obligations under) the Purchase and Sale Agreement (and any UCC financing
statements filed under or in connection therewith), the Loan Agreements related to each Loan Asset, all other agreements,
documents




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and instruments evidencing, securing
or guarantying any Loan Asset and all other agreements, documents and instruments related to any of the foregoing but excluding
any Excluded Amounts or Retained Interest (the “Assigned Documents”). In furtherance and not in limitation
of the foregoing, the Borrower hereby collaterally assigns to the Collateral Agent, for the benefit of the Secured Parties, its
right to indemnification under Article IX of the Purchase and Sale Agreement. The Borrower confirms that until the Collection
Date the Collateral Agent (at the direction of the Administrative Agent) on behalf of the Secured Parties shall have the sole
right to enforce the Borrower’s rights and remedies under the Purchase and Sale Agreement and any UCC financing statements
filed under or in connection therewith for the benefit of the Secured Parties. The parties hereto agree that such collateral assignment
to the Collateral Agent, for the benefit of the Secured Parties, shall automatically terminate upon the Collection Date.


 


SECTION
2.13     Grant of a Security
Interest. To secure the prompt, complete and indefeasible payment in full when due, whether by lapse of time,
acceleration or otherwise, of the Obligations and the performance by the Borrower of all of the covenants and obligations to
be performed by it pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or
to become due, direct or indirect, or absolute or contingent, the Borrower hereby (a) collaterally assigns and pledges to the
Collateral Agent, on behalf of the Secured Parties, and (b) grants a security interest to the Collateral Agent, on behalf of
the Secured Parties, in all of the Borrower’s right, title and interest in, to and under (but none of the obligations
under) all of the Collateral Portfolio, whether now existing or hereafter arising or acquired by the Borrower, and wherever
the same may be located. For the avoidance of doubt, the Collateral Portfolio shall not include any Excluded Amounts, and the
Borrower does not hereby assign, pledge or grant a security interest in any such amounts. Anything herein to the contrary
notwithstanding, (a) the Borrower shall remain liable under the Collateral Portfolio to the extent set forth therein to
perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the
exercise by the Collateral Agent, for the benefit of the Secured Parties, of any of its rights in the Collateral Portfolio
shall not release the Borrower from any of its duties or obligations under the Collateral Portfolio, and (c) none of the
Administrative Agent, the Collateral Agent, any Lender (nor its successors and assigns) nor any Secured Party shall have any
obligations or liability under the Collateral Portfolio by reason of this Agreement, nor shall the Administrative Agent, the
Collateral Agent, any Lender (nor its successors and assigns) nor any Secured Party be obligated to perform any of the
obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder. The Borrower authorizes the Collateral Agent to file all such financing statements and amendments thereto
pursuant to the UCC or other notices appropriate under applicable law, as the Collateral Agent may require, each in form
satisfactory to the Collateral Agent. Such financing statements and amendments may contain a description of the Collateral as
set forth herein or in any generic manner and may describe the Collateral Portfolio as “all assets” or words of
similar effect.


 


SECTION
2.14     Evidence of Debt. The
Administrative Agent shall maintain, solely for this purpose as the agent of the Borrower, at its address referred to in Section
11.02 a copy of each assignment and acceptance agreement and participation agreement delivered to and accepted by it and
a register for the recordation of the names and addresses and interests of the Lenders (the “Register”).
The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the
Administrative Agent and each Lender




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shall
treat each person whose name is recorded in the Register as a Lender under this Agreement for all purposes of this Agreement.
The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.


 


SECTION
2.15     Survival of Representations and
Warranties. It is understood and agreed that the representations and warranties set forth in Sections 4.01, 4.02
and 4.03 are made and are true and correct on the date of this Agreement and on each Cut-Off Date unless such
representations and warranties are made as of a specific date.


 


SECTION
2.16     Release of Loan Assets.


 


(a)          The
Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) released pursuant
to a Lien Release Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any
Portfolio Assets pertaining to such Loan Asset, (ii) any Collateral Portfolio that expires by its terms and all amounts in
respect thereof have been paid in full by the related Obligor and deposited in the Collection Account and (iii) any
Collateral Portfolio as otherwise specified in, and in accordance with, Section 3.4 of the Custody Agreement. The Servicer,
with the consent of the Administrative Agent, shall give notice of such release to the Collateral Custodian and the
Collateral Agent (in the form of Exhibit L). If applicable, the Collateral Agent, for the benefit of the Secured
Parties, shall at the sole expense of the Servicer and at the direction of the Administrative Agent, execute such documents
and instruments of release as may be prepared by the Servicer on behalf of the Borrower and take other such actions as shall
reasonably be requested by the Borrower to effect a release of the Lien created pursuant to this Agreement. Upon receiving
such notification by the Servicer as described in the first sentence of this clause (a), if applicable, the Collateral
Custodian shall deliver the Required Loan Documents to the Borrower.


 


(b)          Promptly
after the Collection Date has occurred, each Lender and the Administrative Agent, in accordance with their respective
interests, shall release to the Borrower, for no consideration but at the sole expense of the Borrower, their respective
remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent,
any Lender or the Administrative Agent but without any other representation or warranty, express or implied, by or recourse
against any Lender or the Administrative Agent.


 


SECTION
2.17     Treatment
of Amounts Received by the Borrower. Amounts received by the Borrower pursuant to Section 2.07 on account of Loan
Assets shall be treated as payments of Principal Collections or Interest Collections, as applicable, on Loan Assets
hereunder.


 


SECTION
2.18      Prepayment; Termination.


 


(a)          Except
as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base
Deficiency, Advances Outstanding may only be reduced in whole or in part at the option of the Borrower at any time by
delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the
Collateral Agent and the Lenders at least three Business Days prior to such reduction. Upon any prepayment, the Borrower
shall also pay in full the related Breakage




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Fees,
if any, (solely to the extent such prepayment occurs on any day other than a Payment Date), and other accrued and unpaid costs
and expenses of Administrative Agent and Lenders related to such prepayment; provided that no reduction in Advances Outstanding
shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative
Agent, in its sole discretion and (ii) no event has occurred, or would result from, such prepayment which would constitute an
Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant
to this Section 2.18(a) to the payment of any Breakage Fees, to the pro rata reduction of the Advances Outstanding
and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepayment.
Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.


 


(b)           The
Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’
prior written notice to the Administrative Agent and the Lenders and upon payment in full of all Advances Outstanding, all
accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Administrative Agent and
Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third
anniversary of the Closing Date (subject to Section 2.10(f)) and payment of all other Obligations (other than
unmatured contingent indemnification obligations). In addition, the Borrower may, at its option, reduce the Maximum Facility
Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, and delivery of a Notice of
Reduction at least three Business Days prior to such reduction; provided that (x) after giving effect to such
reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured
Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be
subject to Section 11.05.


 


(c)
          The Borrower hereby acknowledges and agrees that
the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.


 


SECTION
2.19      Value Adjustment Events.


 


(a)           If
a Value Adjustment Event occurs with respect to any Loan Asset, the Assigned Value of such Loan Asset may be amended one time
by the Administrative Agent after each such Value Adjustment Event, in its commercially reasonable judgment. The
Administrative Agent will provide written notice of the revised Assigned Value to the Borrower and the Servicer. To the
extent the Servicer has actual knowledge or has received notice of any Value Adjustment Event with respect to any Loan Asset,
the Servicer shall give prompt notice thereof to the Administrative Agent (but, in any event, not later than two Business
Days after it receives notice or gains actual knowledge thereof).


 


(b)           If
the circumstances giving rise to any Value Adjustment Event with regard to any Loan Asset cease to be applicable, the
Servicer may provide written notice of such changed circumstance to the Administrative Agent, and if no Value Adjustment
Event shall then be continuing for such Loan Asset, the Administrative Agent shall in good faith re-evaluate the Assigned
Value for such Collateral Obligation.




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(c)          In
the event the Borrower disagrees with any Assigned Value for any Loan Asset designated by the Administrative Agent following
a Value Adjustment Event with respect to such Loan Asset, the Borrower may (at its expense) retain any Approved Valuation
Firm selected by the Administrative Agent to value such Loan Asset and if the value determined by such firm is greater than
the Assigned Value designated by the Administrative Agent, such firm’s valuation shall become the Assigned Value of
such Loan Asset; provided that the Assigned Value of such Loan Asset shall be the value assigned by the Administrative
Agent until such firm has determined its value; provided further that if the value determined by such firm is less
than the Assigned Value designated by the Administrative Agent, the Administrative Agent in its sole discretion may further
modify the Assigned Value of such Loan Asset to reflect such lower value.


 


SECTION
2.20     Collections and Allocations.


 


(a)           The
Servicer shall promptly identify Available Collections received as being on account of Interest Collections or Principal
Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the
Collection Account by the close of business on the second Business Day after such Collections are received. Upon the transfer
of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest
Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The
Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in
the Principal Collection Account and the Interest Collection Account on each Quarterly Reporting Date in the Servicing Report
delivered pursuant to Section 6.08(b).


 


(b)           On
the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available
Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio
on such date.


 


(c)           With
the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral
Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the
Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender a report setting
forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative
Agent.


 


(d)           Prior
to a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing
instructions), and, if the Servicer fails to do so, the Administrative Agent may cause the investment of, funds on deposit in
the Controlled Accounts in Permitted Investments. Absent any such written instruction, such funds shall not be invested. A
Permitted Investment acquired with funds deposited in the Collection Account shall mature not later than the Business Day
immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity. A Permitted Investment
acquired with funds deposited in the Unfunded Exposure Account shall mature not later than the next Business Day succeeding
the day of investment, and shall not be sold or disposed of prior to its maturity. All such Permitted Investments shall be
held by the Account Bank subject to the Lien of the Collateral Agent for the benefit of the Secured Parties, and otherwise
comply with assumptions of the legal opinions of Dechert LLP dated the Closing Date and delivered in connection
with




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this
Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral
Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in any
Controlled Account shall be distributed in accordance with the provisions of Article II hereof. The Borrower shall deposit
in the Collection Account or the Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of
funds held therein), an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately
upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent or any Lender shall be
liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in any Controlled
Account, other than with respect to fraud or their own gross negligence or willful misconduct. The parties hereto acknowledge
that the Collateral Agent, the Account Bank or any of its Affiliates may perform services and receive compensation with respect
to the Permitted Investments.


 


(e)           Until
the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to
amounts held in any Controlled Account, except to the extent explicitly set forth in this Agreement or the Control
Agreement.


 


SECTION
2.21     Reinvestment of Principal Collections.


 


On
the terms and conditions hereinafter set forth as certified in writing to the Collateral Agent and Administrative Agent, the Servicer
may, to the extent of any Principal Collections on deposit in the Principal Collection Account:


 


(a)
         prior
to the end of the Reinvestment Period, withdraw such funds for the purpose of reinvesting in additional Eligible Loan Assets to
be acquired hereunder and to be included in the Collateral Portfolio; provided that the following conditions are satisfied: 


 





(i)          all
conditions precedent set forth in Section 3.04 have been satisfied;


 


(ii)          no Event of Default has occurred, or would result from such withdrawal and reinvestment, and no Unmatured Event of Default or
Borrowing Base Deficiency exists or would result from such withdrawal and reinvestment;


 


(iii)         the
representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall continue to
be correct in all material respects, except to the extent relating to an earlier date;


 


(iv)        the
Servicer provides same day written notice to the Administrative Agent and the Account Bank by facsimile or email (to be received
no later than 1:00 p.m. on such day) of the request to withdraw Principal Collections and the amount of such request;


 


(v)          the
notice required in clause (iv) above shall be accompanied by a Disbursement Request and a Borrowing Base Certificate,
each executed by the Borrower and a Responsible Officer of the Servicer;




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(vi)         the
Account Bank provides to the Administrative Agent by facsimile or email (to be received no later than 1:30 p.m. on that same
day) a statement reflecting the total amount on deposit as of the opening of business on such day in the Principal Collection
Account;


 


(vii)       such
Loan Asset satisfies the Eligibility Criteria as set forth in Schedule II hereto; and (viii) if such funds are to be
withdrawn within three Business Days prior to any Payment Date, the Principal Collections on deposit in the Principal
Collection Account are sufficient to be applied in the amounts designated in the related Servicing Report on each Payment
Date in accordance with Section 2.04; or


 


(b)          prior
to the Facility Maturity Date, withdraw such funds for the purpose of making payments in respect of the Advances Outstanding
at such time in accordance with and subject to the terms of Section 2.18(a).


 


Upon
the satisfaction of the applicable conditions set forth in this Section 2.21 (as certified by the Borrower to the Collateral
Agent and the Administrative Agent), the Servicer or the Collateral Agent (after delivery of a Notice of Exclusive Control) will
instruct the Account Bank to release funds from the Principal Collection Account to the Servicer in an amount not to exceed the
lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collection Account on such day.


 


SECTION
2.22      Additional Lenders.


 


The
Borrower may, with the written consent of the Administrative Agent, add additional Persons as Lenders. Each additional Lender
shall become a party hereto by executing and delivering to the Administrative Agent and the Borrower a Joinder Supplement and
an Assignment and Acceptance.


 


ARTICLE
III.


 


CONDITIONS
PRECEDENT


 


SECTION
3.01      Conditions Precedent to Effectiveness.


 


(a)
         This Agreement shall be effective upon the first
day on which all of the following conditions precedent are satisfied:


 


(i)
         all
reasonable out-of-pocket up-front expenses and fees (including legal fees, any fees required under any Lender Fee Letter and
the Collateral Custodian and Account Bank Fee Letter) that are invoiced at or prior to the Closing Date shall have been paid
in full;


 


(ii) 
       any
and all information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor, the Parent or the
Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material
respect;




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(iii)         the
Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its
sole discretion and/or required by regulatory authorities with respect to the Borrower, the Transferor, the Parent and the Servicer
under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation,
the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent;


 


(iv)        the Administrative Agent shall have received
on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory
to the Administrative Agent;


 


(v)         no Material Adverse Effect on the business, assets,
financial conditions or performance of the Parent and its Subsidiaries, including the Borrower, on a consolidated basis has occurred
and is continuing as of such day;


 


(vi)       
the
results of Administrative Agent’s financial, legal, tax and accounting due diligence relating to the Transferor, the
Parent, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to
Administrative Agent;


 


(vii)       the Administrative Agent shall have received
approval from its internal credit committee and all other necessary approvals, as required by the Administrative Agent, in its
sole discretion; and


 


(viii)      each
applicable Lender that has requested a Variable Funding Note shall have received a duly executed Variable Funding Note, in a principal
amount equal to the Commitment of such Lender.


 


(b) 
        By
its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the
conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied; provided that
with respect to conditions precedent that expressly require the consent or approval of the Administrative Agent or another
party (other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the
Servicer, as applicable, with respect to such consents or approvals.


 


SECTION
3.02     Conditions Precedent to All
Advances. Each Advance (including the Initial Advance, except (x) with respect to any Advance required by Section
2.02(f) or (y) as explicitly set forth below) to the Borrower from the Lenders shall be subject to the further conditions
precedent that:


 


(a)
         On
the Advance Date of such Advance, the following statements shall be true and correct, and the Borrower by accepting any
amount of such Advance shall be deemed to have certified that:


 


(i)
         the
Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to the
Collateral Agent, the Collateral Custodian and the Account Bank), with respect to LIBOR Advances no later than
1:00




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p.m.
on the date that is three Business Days prior to the related Advance Date and with respect to Base Rate Advances no later than
1:00 p.m. one Business Day prior to the related Advance Date: (A) a Notice of Borrowing, (B) a Borrowing Base Certificate, (C)
an updated Loan Asset Schedule (if applicable), (D) with respect to Loan Assets purchased from the Transferor, a Loan Assignment
(including Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative
Agent (if applicable) and (E) with respect to the purchase of any Loan Assets (whether from the Transferor or any other Person),
all documents (or copies thereof) evidencing each assignment or novation contemplated by each relevant Loan Agreement evidencing
that the Borrower shall be the lender of record under such Eligible Loan Asset; in addition, the Notice of Borrowing for the Initial
Advance shall not be delivered prior to the first Business Day after the Closing Date;


 


(ii)
         the
Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than
2:00 p.m. one Business Day prior to the related Advance Date, faxed or e-mailed copies of the duly executed original
promissory notes of any Loan Assets to be Pledged in connection with such Advance, except in the case of a Noteless Loan
Asset; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other
Required Loan Documents to be in the possession of the Collateral Custodian no later than 10 Business Days after the later of
(x) any related Advance Date as to any Loan Assets and (y) the date such loan assets have settled;


 


(iii)
         the
representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in
all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is
made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03
and 5.04 before and after giving effect to the Advance to take place on such Advance Date and to the application of
proceeds therefrom;


 


(iv)
         on
and as of such Advance Date, after giving effect to such Advance and the addition to the Collateral Portfolio of any Eligible
Loan Assets being acquired by the Borrower using the proceeds of such Advance (except with respect to an Advance made as
contemplated by Section 2.02(f)), the Advances Outstanding does not exceed the Borrowing Base; provided that in
the case of an Advance made as contemplated by Section 2.02(f), nothing set forth in this clause shall relieve the
Borrower of its obligations elsewhere hereunder to cure any Borrowing Base Deficiency that exists prior to such Advance or
results therefrom;


 


(v) 
         except
with respect to an Advance made as contemplated by Section 2.02(f), no Event of Default has occurred, or would result
from such Advance, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Advance; provided that
in the case of an Advance made as contemplated by Section 2.02(f), nothing set forth in this clause shall relieve the
Borrower of its obligations elsewhere hereunder to cure any Borrowing Base Deficiency that exists prior to such Advance or
results therefrom;




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(vi)
         no
event has occurred and is continuing, or would result from such Advance, which constitutes a Servicer Termination Event or
any event which, if it continues uncured, will, with notice or lapse of time, constitute a Servicer Termination
Event;


 


(vii)
        since
the Closing Date, no material adverse change has occurred in the ability of the Servicer, the Transferor or the Borrower to
perform its obligations under any Transaction Document;


 


(viii)

      no Liens exist in respect of Taxes which are
prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Advance Date; and


 


(ix) 
        all
terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each
relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible
Loan Asset being Pledged hereunder on such Advance Date (and the Portfolio Assets related thereto), including, without
limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings
(including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or
performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first
priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets
related thereto and the proceeds thereof shall have been made, taken or performed.


 


(b) 
         The
Administrative Agent shall have approved as of the applicable Cut-Off Date in its sole and absolute discretion each of the
Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio; provided that:


 


(i)

          the Administrative Agent may approve or reject
a Loan Asset for any reason or for no reason;


 


(ii) 
         the
Administrative Agent shall have up to ten (10) Business Days to approve or reject a Loan Asset (such period, which may be
extended by express mutual agreement of the Administrative Agent and the Servicer, the “Underwriting
Period”), commencing on the date on which the Servicer has delivered to the Administrative Agent a written request
proposing that such Loan Asset be so acquired, in substantially the form attached hereto as Exhibit Q (each, an
“Underwriting Request”), which shall be accompanied by the information and other documentation referenced
in the Underwriting Request (to the extent reasonably available to the Servicer) and any other information reasonably
requested by the Administrative Agent (to the extent reasonably available to the Servicer) in respect of the Loan Asset
proposed to be acquired by the Borrower (with such information and documentation to be in form and substance
reasonably acceptable to the Administrative Agent); provided that (A) in the event that the Administrative Agent shall
not have delivered an Approval Notice either approving or rejecting the acquisition of any such Loan Asset by the Borrower by
the end of the Underwriting Period, such Loan Asset shall be deemed to have been rejected by the Administrative Agent in its
sole discretion, without prejudice, and (B) any Business Day occurring during the period




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beginning
on or after the date the Administrative Agent notifies the Servicer in writing of a reasonable request for additional information
and/or documentation with respect to such Loan Asset and ending on the date the Administrative Agent notifies the Servicer in
writing that such requested additional information and/or documentation has been received to its satisfaction shall be disregarded
for purposes of calculating Business Days constituting the Underwriting Period. Any express mutual agreement extending the Underwriting
Period and/or any notice from the Administrative Agent referenced in clause (B) of the proviso in the foregoing clause (ii) shall
be effective if communicated via email.


 


(c)
         No
Applicable Law shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body,
agency or instrumentality shall prohibit or enjoin, the making of such Advances by any Lender or the proposed Pledge of
Eligible Loan Assets in accordance with the provisions hereof.


 


(d)
         (i)
Except with respect to an Advance required by Section 2.02(f), the proposed Advance Date shall take place during the
Reinvestment Period and (ii) the Facility Maturity Date has not yet occurred.


 


 (e) 
         The Borrower shall have paid all fees then required to be paid, including




all
fees required hereunder and under the applicable Lender Fee Letters and the Collateral Custodian and Account Bank Fee Letter and
shall have reimbursed the Lenders, the Administrative Agent, each Lender, the Collateral Custodian, the Account Bank and the Collateral
Agent for all reasonable and reasonably documented fees, costs and expenses of closing the transactions contemplated hereunder
and under the other Transaction Documents, including the reasonable and reasonably documented outside attorney fees and any other
outside legal and document preparation costs incurred by the Lenders, the Administrative Agent and each Lender.


 


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


 


SECTION
3.03     Advances Do Not Constitute a
Waiver. No Advance made hereunder shall constitute a waiver of any condition to any Lender’s obligation to make
such an Advance unless such waiver is in writing and executed by such Lender.


 


SECTION
3.04     Conditions to Pledges of Loan
Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a
Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) or any other Pledge
of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by
the Borrower):


 






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(a)       the
Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to the Collateral
Agent, the Collateral Custodian and the Account Bank) no later than 5:00 p.m. on the date that is one Business Day prior to the
related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated Loan Asset Schedule; (C) a Loan Assignment (with respect
to purchases of Loan Assets from the Transferor) and containing such additional information as may be reasonably requested by
the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each
such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;


 


(b)       the
Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one
Business Day prior to the related Cut-Off Date, faxed or e-mailed copies of (A) the duly executed original promissory notes of
the Loan Assets, except in the case of a Noteless Loan Asset, and (B) the other applicable Required Loan Documents specified in
clause (a) of the definition thereof; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset
Checklist and all other Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 Business
Days after the later of (x) any related Advance Date as to any Loan Assets and (y) the date such Loan Assets have settled;


 


(c)       no
Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged
on such Cut-Off Date;


 


(d)       all
terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant
Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset
being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection
of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation,
UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction
to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only
to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have
been made, taken or performed;


 


(e)       the
Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be
added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;


 


(f)       no
Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from
such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in
accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency);
and


 


(g)       the
representations and warranties contained in Sections 4.01, 4.02 and 4.03 are
true and correct in all respects on and as of such date as though made on and as of such


 




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date
(other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained
in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on
such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of
an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or
as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute
for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).


 


ARTICLE
IV.


 


REPRESENTATIONS
AND WARRANTIES


 


SECTION
4.01      Representations
and Warranties of the Borrower. The Borrower hereby represents and warrants, as of each Measurement Date and as of each other
date provided under this Agreement or the other Transaction Documents on which such representations and warranties are required
to be (or deemed to be) made (unless a specific date is specified below):


 


(a)       Formation,
Good Standing and Due Qualification. The Borrower is a limited liability company duly formed, validly existing and in good
standing under the laws of the State of Delaware and has the power and all licenses necessary to own its assets and to transact
the business in which it is engaged and is duly qualified and in good standing under the laws of each jurisdiction where the transaction
of such business or its ownership of the Loan Assets and the Collateral Portfolio requires such qualification; except in each
case, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


(b)       Power
and Authority; Due Authorization; Execution and Delivery. The Borrower has the necessary power, authority and
legal right to make, deliver and perform this Agreement and each other Transaction Document to which it is a party and all of
the transactions contemplated hereby and thereby, and has taken all necessary action to authorize the execution, delivery and
performance of this Agreement and each other Transaction Document to which it is a party, and to grant to the Collateral Agent,
for the benefit of the Secured Parties, a first-priority perfected security interest in the Collateral Portfolio on the terms
and conditions of this Agreement, subject only to Permitted Liens.


 


(c)       Binding
Obligation. This Agreement and each other Transaction Document to which the Borrower is a party constitutes the legal, valid
and binding obligation of the Borrower, enforceable against it in accordance with their respective terms, except as the enforceability
hereof and thereof may be limited by Bankruptcy Laws and by general principles of equity (whether such enforceability is considered
in a proceeding in equity or at law).


 


(d)       All
Consents Required. No consent of any other party and no consent, license, approval or authorization of, or registration or
declaration with, any Governmental Authority, bureau or agency is required in connection with the execution, delivery or performance
by the Borrower of this Agreement or any other Transaction Document to which it is a party or the validity or enforceability of
this Agreement or any such Transaction Document


 




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or
the Loan Assets or the transfer of an ownership interest or security interest in such Loan Assets, other than such as have been
met or obtained and are in full force and effect.


 


(e)       No
Violation. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a
party and all other agreements and instruments executed and delivered or to be executed and delivered pursuant hereto or thereto
in connection with the Pledge of the Collateral Portfolio will not (i) create any Lien on the Collateral Portfolio other than
Permitted Liens or (ii) violate any Applicable Law or the certificate of formation or limited liability company agreement of the
Borrower to the extent such violation would reasonably be expected to have a Material Adverse Effect or (iii) violate any contract
or other agreement to which the Borrower is a party or by which the Borrower or any property or assets of the Borrower may be
bound to the extent such violation would reasonably be expected to have a Material Adverse Effect.


 


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


 


(g)       Origination
of Loan Assets. Each Loan Asset was originated or acquired pursuant to and in accordance in all material respects with the
Investment Policies in effect as of such date of origination or acquisition. In selecting the Loan Assets to be acquired by the
Borrower, no selection procedures were employed which are intended to be adverse to the interests of the Lender.


 


(h)       Bulk
Sales. The grant of the security interest in the Collateral Portfolio by the Borrower to the Collateral Agent, for the benefit
of the Secured Parties, pursuant to this Agreement, is in the ordinary course of business for the Borrower and is not subject
to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.


 


(i)       Pledge
of Collateral Portfolio. Except as otherwise expressly permitted by the terms of this Agreement, no item of Collateral Portfolio
has been sold, transferred, assigned or pledged by the Borrower to any Person, other than as contemplated by Article II
and the Pledge of such Collateral Portfolio to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms
of this Agreement.


 


(j)       Indebtedness. The Borrower has no Indebtedness or other indebtedness, secured or unsecured, direct or contingent (including guaranteeing
any obligation), other than (i) Indebtedness incurred under the terms of the Transaction Documents and (ii) Indebtedness incurred
pursuant to certain ordinary business expenses arising pursuant to the transactions contemplated by this Agreement and the other
Transaction Documents.


 


(k)       Sole
Purpose. The Borrower has been formed solely for the purpose of engaging in transactions of the types contemplated by this
Agreement, and has not engaged in


 




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any
business activity other than the negotiation, execution and to the extent applicable, performance of this Agreement and the transactions
contemplated by the Transaction Documents.


 


(l)       No
Injunctions. No injunction, writ, restraining order or other order of any nature adversely affects the Borrower’s performance
of its obligations under this Agreement or any Transaction Document to which the Borrower is a party.


 


(m)       Taxes. The Borrower has filed or caused to be filed (on a consolidated basis or otherwise) on a timely basis all tax returns (including,
without limitation, all foreign, federal, state, local and other tax returns) required to be filed by it (subject to any extensions
to file properly obtained by the same) and, other than in accordance with the Transaction Documents or pursuant to a contract
entered into by the Borrower in the ordinary course of business the primary purpose of which does not relate to Taxes, is not
liable for Taxes payable by any other Person. The Borrower has paid or made adequate provisions for the payment of all Taxes made
against it or any of its property except for those Taxes being contested in good faith by appropriate proceedings and in respect
of which it has established proper reserves in accordance with GAAP on its books or which are not yet
delinquent. No Tax lien or similar adverse claim has been filed, and no claim is being asserted, with respect to any such
Tax. Any Taxes due and payable by the Borrower, as applicable, in connection with the execution and delivery of this Agreement
and the other Transaction Documents and the transactions contemplated hereby or thereby have been paid or shall have been paid
if and when due.


 


(n)       Location. The Borrower’s location (within the meaning of Article 9 of the UCC) is Delaware. The chief executive office of the
Borrower (and the location of the Borrower’s records regarding the Collateral Portfolio (other than those delivered to the
Collateral Custodian)) is located at the address set forth in Section 11.02 of this Agreement (or at such other address
as shall be designated by such party in a written notice to the other parties hereto).


 


(o)       Tradenames. Except as permitted hereunder, the Borrower’s legal name is as set forth in this Agreement. Except as permitted hereunder,
the Borrower has not changed its name since its formation; does not have tradenames, fictitious names, assumed names or “doing
business as” names; the Borrower’s only jurisdiction of formation is Delaware, and, except as permitted hereunder,
the Borrower has not changed its jurisdiction of formation.


 


(p)       Solvency. The Borrower is not the subject of any Bankruptcy Proceedings or Bankruptcy Event. The Borrower is Solvent, and the transactions
contemplated by this Agreement and any other Transaction Document to which the Borrower is a party do not and will not render
the Borrower not Solvent.


 


(q)       No
Subsidiaries. The Borrower has no Subsidiaries.


 


(r)       Value
Given. The Borrower has given fair consideration and reasonably equivalent value to the Transferor or other applicable transferor
in exchange for the purchase of the Loan Assets (or any number of them) from such transferor pursuant to the Purchase and Sale
Agreement or other assignment or novation. No such transfer has been made for or on account of an antecedent debt owed by the
Borrower to the relevant transferor and no such transfer is or may be voidable or subject to avoidance under any section of the
Bankruptcy Code.


 




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(s)       Reports
Accurate. All Servicer’s Certificates, Servicing Reports, Notices of Borrowing, Borrowing Base Certificates and other
written or electronic information, exhibits, financial statements, documents, books, records or reports furnished by the Borrower
(or the Servicer on its behalf) to the Administrative Agent, the Collateral Agent, the Lenders, the Account Bank or the Collateral
Custodian in connection with this Agreement are, as of their date, accurate, true and correct in all material respects and no
such document or certificate omits to state a material fact or any fact necessary to make the statements contained therein not
misleading; provided that, solely with respect to written or electronic information furnished by the Servicer which was
provided to the Servicer from an Obligor with respect to a Loan Asset, such information need only be accurate, true and correct
in all material respects to the knowledge of the Borrower; provided further that the foregoing proviso shall not apply
to any information presented in a Servicer’s Certificate, Servicing Report, Notice of Borrowing or Borrowing Base Certificate.


 


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


 


(u)       No
Adverse Agreements. There are no agreements in effect adversely affecting the rights of the Borrower to make, or cause to
be made, the grant of the security interest in the Collateral Portfolio contemplated by Section 2.13.


 


(v)       Event
of Default/Unmatured Event of Default. No event has occurred which constitutes an Event of Default, and no event has occurred
and is continuing which constitutes an Unmatured Event of Default (other than any Event of Default or Unmatured Event of Default
which has previously been disclosed to the Administrative Agent as such).


 


(w)       Servicing
Standard. Each of the Loan Assets is being serviced in conformance with the Servicing Standard.


 


(x)       ERISA;
Plan Assets. The present value of all benefits vested under each “employee pension benefit plan”, as such term
is defined in Section 3(2) of ERISA, other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or
maintained by the Borrower or any ERISA Affiliate of the Borrower, or to which the Borrower or any ERISA Affiliate of the Borrower
contributes or has an obligation to contribute, or has any liability (each, a “Pension Plan”), does not exceed
the value of the assets of the Pension Plan allocable to such vested benefits (based on the value of such assets as of the last
annual valuation date) determined in accordance with the assumptions used for funding such Pension Plan pursuant to Sections 412
and 430 of the Code. No prohibited transactions, failure to meet the minimum funding standard set forth in Section 302(a) of ERISA
and Section 412(a) of the Code (with respect to any Pension Plan other than a Multiemployer Plan), waiver of the minimum funding
standard, withdrawals or reportable events have occurred with respect to any Pension Plan that, in the aggregate, could


 




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subject
the Borrower to any material tax, penalty or other liability. No notice of intent to terminate a Pension Plan has been filed,
nor has any Pension Plan been terminated under Section 4041(c) of ERISA, nor has the Pension Benefit Guaranty Corporation instituted
proceedings to terminate, or appoint a trustee to administer a Pension Plan and no event has occurred or condition exists that
might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan. In addition, either (a) neither Borrower nor any ERISA Affiliate of Borrower contributes to or has any obligation
to contribute to any Multiemployer Plan and neither has any material liability (other than contributions that are paid when due)
to any Multiemployer Plan, or (b) neither the Borrower nor any ERISA Affiliate of Borrower has incurred any material liability
with respect to the withdrawal or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any ERISA Affiliate
of Borrower has received any notice concerning the imposition of withdrawal liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA. Further, Borrower is not
a “benefit plan investor” as defined in Department of Labor regulation 29 C.F.R. Section 2510.3-101, as modified by
Section 3(42) of ERISA, a “governmental plan” within the meaning of Section 3(32) of ERISA, or any other entity the
assets of which are subject to state statutes or regulations applicable to the Borrower that impose prohibitions materially similar
to the prohibited transaction provisions contained in Section 406 of ERISA or Section 4975 of the Code (collectively, a “Benefit
Plan Entity”).


 


(y)       Allocation
of Charges. Other than in connection with, relating to or arising from a Permitted BDC Merger, there is not any agreement
or understanding between the Servicer and the Borrower (other than as expressly set forth herein or as consented to by the Administrative
Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments
or other governmental charges.


 


(z)       Broker-Dealer. The Borrower is not a broker-dealer or subject to the Securities Investor Protection Act of 1970, as amended.


 


(aa)    Instructions
to Obligors. The Collection Account is the only account to which Obligors have been instructed by the Borrower, or the Servicer
on the Borrower’s behalf, to send Principal Collections and Interest Collections on the Collateral Portfolio. The Borrower
has not granted any Person other than the Collateral Agent, on behalf of the Secured Parties, an interest in the Collection Account.


 


(bb)   Purchase
and Sale Agreement. The Purchase and Sale Agreement, the Loan Assignment contemplated therein and any Required Loan Document
specified in clause (a) of the definition thereof are the only agreements pursuant to which the Borrower acquires that portion
of the Collateral Portfolio acquired from the Transferor.


 


(cc)    Investment
Company Act. The Borrower is not required to register as an “investment company” under the provisions of the 1940
Act.


 


(dd)   Compliance
with Law. The Borrower has complied in all material respects with all Applicable Law to which it may be subject, and no item
of the Collateral Portfolio contravenes any Applicable Law (including, without limitation, all applicable predatory and


 




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abusive
lending laws, laws, rules and regulations relating to licensing, truth in lending, fair credit billing, fair credit reporting,
equal credit opportunity, fair debt collection practices and privacy).


 


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


 


(ff)     Set-Off,
etc. No Loan Asset has been compromised, adjusted, extended, satisfied, subordinated, rescinded, set-off or modified by
the Borrower, the Transferor or the Obligor thereof, and no Loan Asset in the Collateral Portfolio is subject to compromise, adjustment,
extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, abatement, suspension, deferment, deduction,
reduction, termination or modification, whether arising out of transactions concerning the Collateral Portfolio or otherwise,
by the Borrower, the Transferor or the Obligor with respect thereto, except, in each case, for amendments, extensions and modifications,
if any, to such Collateral Portfolio otherwise permitted pursuant to Section 6.04(a) of this Agreement and in accordance
with the Servicing Standard.


 


(gg)    Full
Payment. As of the applicable Cut-Off Date with respect thereto, the Borrower has no knowledge of any fact which should lead
it to expect that any Loan Asset will not be paid in full.


 


(hh)   Environmental. With respect to each item of Underlying Collateral as of the applicable Cut-Off Date for the Loan Asset related to such Underlying
Collateral, to the actual knowledge of a Responsible Officer of the Borrower: (a) the related Obligor’s operations comply
in all material respects with all applicable Environmental Laws; (b) none of the related Obligor’s operations is the subject
of a federal or state investigation evaluating whether any remedial action, involving expenditures, is needed to respond to a
release of any Hazardous Materials into the environment; and (c) the related Obligor does not have any material contingent liability
in connection with any release of any Hazardous Materials into the environment. As of the applicable Cut-Off Date for the Loan
Asset related to such Underlying Collateral, none of the Borrower, the Transferor nor the Servicer has received any written or
oral notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability
or potential liability regarding environmental matters or compliance with Environmental Laws
with regard to any of the Underlying Collateral, nor does any such Person have knowledge or reason to believe that any
such notice will be received or is being threatened.


 


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


 




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jurisdiction
designated by the United States Secretary of the Treasury under Sections 311 or 312 of the USA PATRIOT Act as warranting special
measures due to money laundering concerns.


 


(jj)          [Reserved].


 


(kk)        Accuracy
of Representations and Warranties. Each representation or warranty by the Borrower contained in any other Transaction Document
or any certificate or other document furnished by the Borrower in writing pursuant hereto or in connection herewith is true and
correct in all material respects.


 


(ll)          Reaffirmation
of Representations and Warranties. On each day that any Advance is made hereunder, the Borrower shall be deemed to have certified
that all representations and warranties described in Section 4.01 and Section 4.02 are correct on and as of such
day as though made on and as of such day, except for any such representations or warranties which are made as of a specific date.


 


(mm)      
Security Interest.


 


(i)       This
Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Portfolio in favor
of the Collateral Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted
Liens), and is enforceable as such against creditors of and purchasers from the Borrower;


 


(ii)       the
Collateral Portfolio is comprised of “instruments”, “security entitlements”, “general intangibles”
(including “payment intangibles”), “tangible chattel paper”, “accounts”, “certificated
securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”,
“supporting obligations” or “insurance” (each as defined in the applicable UCC), real property and/or
such other category of collateral under the applicable UCC as to which the Borrower has complied with its obligations under this
Section 4.01(mm);


 


(iii)       with
respect to Collateral Portfolio that constitute “security entitlements”:


 


a.       all
of such security entitlements have been credited to one of the Controlled Accounts and the securities intermediary for each Controlled
Account has agreed to treat all assets credited to such Controlled Account as “financial assets” within the meaning
of the applicable UCC;


 


b.       the
Borrower has taken all steps necessary to cause the securities intermediary to identify in its records the Borrower, subject to
the Lien of the Collateral Agent, for the benefit of the Secured Parties, as the Person having a security entitlement against
the securities intermediary in each of the Controlled Accounts; and


 


c.       the
Controlled Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent, for
the


 




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benefit
of the Secured Parties. The securities intermediary of any Controlled Account which is a “securities account” under
the UCC has agreed to comply with the entitlement orders and instructions of the Borrower, the Servicer and the Collateral Agent
(acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to
be invested in Permitted Investments; provided that, upon the delivery of a Notice of Exclusive Control by the Collateral
Agent (acting at the direction of the Administrative Agent), the securities intermediary has agreed to only follow the entitlement
orders and instructions of the Collateral Agent, on behalf of the Secured Parties, including with respect to the investment of
cash in Permitted Investments.


 


(iv)       all
Controlled Accounts constitute “securities accounts” or “deposit accounts” as defined in the applicable
UCC;


 


(v)       with
respect to any Controlled Account which constitutes a “deposit account” as defined in the applicable UCC, the Borrower,
the Account Bank and the Collateral Agent, on behalf of the Secured Parties, have entered into an account control agreement which
permits the Collateral Agent on behalf of the Secured Parties to direct disposition of the funds in such deposit account;


 


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


 


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


 


(viii)       the
Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions
under Applicable Law in order to perfect the security interest granted to the Collateral Agent, on behalf of the Secured Parties,
under this Agreement in the Collateral Portfolio and that portion of the Loan Assets in which a security interest may be perfected
by filing; provided that filings in respect of real property shall not be required;


 


(ix)       other
than as expressly permitted by the terms of this Agreement and the security interest granted to the Collateral Agent, on behalf
of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest
in or otherwise conveyed any of the Collateral Portfolio. The Borrower has not authorized the filing of and is not aware of any
effective financing statements against the Borrower that include a description of collateral covering the Collateral Portfolio
other than any financing statement (A) relating to the security interests granted to the Borrower under the Purchase and Sale
Agreement, or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof
or names the Collateral Agent as secured party. The Borrower is not aware of the filing of


 




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any
judgment or Tax lien (other than Permitted Liens in respect of Taxes) filings against the Borrower;


 


(x)       all
original executed copies of each underlying promissory note, if any, or copies of each Loan Asset Register, as applicable, that
constitute or evidence each Loan Asset have been, or subject to the delivery requirements contained herein, will be delivered
to the Collateral Custodian;


 


(xi)       other
than in the case of Noteless Loan Assets, the Borrower has received, or subject to the delivery requirements contained herein
will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian, as the bailee of the Collateral
Agent, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the
Collateral Agent, for the benefit of the Secured Parties;


 


(xii)       none
of the underlying promissory notes, or Loan Asset Registers, as applicable, that constitute or evidence the Loan Assets has any
marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral
Agent, on behalf of the Secured Parties;


 


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


 


(xiv)       with
respect to any Collateral Portfolio that constitutes an “uncertificated security”, that the Borrower shall cause the
issuer of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner
of such uncertificated security.


 


SECTION
4.02 Representations and Warranties of
the Borrower Relating to the Agreement and the Collateral Portfolio. The Borrower hereby represents and warrants, as of each
Measurement Date and as of each other date provided under this Agreement or the other Transaction Documents on which such representations
and warranties are required to be (or deemed to be) made:


 


(a)       Valid
Transfer and Security Interest. This Agreement constitutes a grant of a security interest in all of the Collateral Portfolio
to the Collateral Agent, for the benefit of the Secured Parties, which upon the delivery of the Required Loan Documents to the
Collateral Custodian, the crediting of Loan Assets to the Controlled Accounts and the filing of the financing statements, shall
be a valid and first-priority perfected security interest in the Loan Assets forming a part of the Collateral Portfolio and in
that portion of the Loan Assets in which a security interest may be perfected by filing subject only to Permitted Liens. Neither
the Borrower nor any Person claiming through or under the Borrower shall have any claim to or interest in the Controlled Accounts
and nothing in this Agreement constitutes the grant of a security interest in


 




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such
property, except for the security interest referenced in this Section 4.02(a) and for the interest of the Borrower in such
property as a debtor for purposes of the UCC.


 


(b)       Eligibility
of Collateral Portfolio. As of the Closing Date, each Cut-Off Date and each Advance Date, (i) the Loan Asset Schedule and
the information contained in each Notice of Borrowing, is an accurate and complete listing of all the Loan Assets contained in
the Collateral Portfolio as of the related Cut-Off Date and the information contained therein with respect to the identity of
such item of Collateral Portfolio and the amounts owing thereunder is true and correct as of the related Cut-Off Date, (ii) each
Loan Asset designated on any Borrowing Base Certificate as an Eligible Loan Asset and each Loan Asset included as an Eligible
Loan Asset in any calculation of Borrowing Base or Borrowing Base Deficiency is an Eligible Loan Asset and (iii) with respect
to each item of Collateral Portfolio, all consents, licenses, approvals or authorizations of or registrations or declarations
of any Governmental Authority or any Person required to be obtained, effected or given by the Borrower in connection with the
transfer of a security interest in each item of Collateral Portfolio to the Collateral Agent, for the benefit of the Secured Parties,
have been duly obtained, effected or given and are in full force and effect. For the avoidance of doubt, any inaccurate representation
that a Loan Asset is an Eligible Loan Asset hereunder or under the Purchase and Sale Agreement shall not constitute an Event of
Default if the Borrower complies with Section 2.07(c) hereunder and the Transferor complies with Section 6.1 of the Purchase
and Sale Agreement


 


(c)       No
Fraud. To the best of the Borrower’s knowledge, each Loan Asset was originated or acquired without any fraud or material
misrepresentation by the Transferor or the relevant seller or on the part of the Obligor.


 


SECTION
4.03 Representations and Warranties of
the Servicer. The Servicer hereby represents and warrants, as of each Measurement Date and as of each other date provided
under this Agreement or the other Transaction Documents on which such representations and warranties are required to be (or deemed
to be) made (unless a specific date is specified below):


 


(a)       Formation
and Good Standing. The Servicer has been duly formed and is validly existing as a corporation in good standing under the laws
of the State of Maryland (except as such jurisdiction is changed as permitted hereunder), with all requisite power and authority
necessary to own or lease its properties and to conduct its business as such business is presently conducted and to enter into
and perform its obligations pursuant to this Agreement.


 


(b)       Due
Qualification. The Servicer is duly qualified to do business as a corporation and is in good standing as a corporation, and
has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property and or
the conduct of its business requires such qualification, licenses or approvals, except where the failure to be so qualified could
not reasonably be expected to result in a Material Adverse Effect.


 


(c)       Power
and Authority; Due Authorization; Execution and Delivery. The Servicer (i) has all necessary power, authority
and legal right to (a) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (b) carry
out the terms of the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary corporate action
the execution, delivery and performance of this Agreement and the other


 




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Transaction
Documents to which it is a party. This Agreement and each other Transaction Document to which the Servicer is a party have been
duly executed and delivered by the Servicer.


 


(d)       Binding
Obligation. This Agreement and each other Transaction Document to which the Servicer is a party constitutes a legal, valid
and binding obligation of the Servicer enforceable against the Servicer in accordance with its respective terms, except as such
enforceability may be limited by Bankruptcy Laws and general principles of equity (whether considered in a suit at law or in equity).


 


(e)       No
Violation. The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which
it is a party and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach of any of the
terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Servicer’s
articles of incorporation or bylaws, (ii) conflict with, result in any breach of any of the terms and provisions of, or constitute
(with or without notice or lapse of time or both) a default under any contractual obligation of the Servicer except to the extent
such conflict or breach of such contractual obligation would not reasonably be excepted to have a Material Adverse Effect, (iii)
result in the creation or imposition of any Lien upon any of the Servicer’s properties pursuant to the terms of any
such contractual obligation, other than this Agreement, or (iv) violate any Applicable Law except to the extent such violation
would not reasonably be excepted to have a Material Adverse Effect.


 


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


 


(g)       All
Consents Required. All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental
Authority (if any) required for the due execution, delivery and performance by the Servicer of this Agreement and any other Transaction
Document to which the Servicer is a party have been obtained.


 


(h)       Reports
Accurate. No Borrowing Base Certificate, information, exhibit, financial statement, document, book, record or report furnished
by the Servicer to the Administrative Agent, the Collateral Agent, the Lenders, the Account Bank or the Collateral Custodian in
connection with this Agreement is inaccurate in any material respect as of the date it is dated, and no such document contains
any material misstatement of fact or omits to state a material fact or any fact necessary to make the statements contained therein
not misleading; provided that, solely with respect to written or electronic information furnished by the Servicer which
was provided to the Servicer from an Obligor with respect to a Loan Asset, such information need only be accurate, true and correct
in all material respects to the knowledge of the Servicer; provided further that the foregoing proviso shall not apply
to any information


 




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presented
in a Servicer’s Certificate, Servicing Reports, Notice of Borrowing or Borrowing Base Certificate.


 


(i)       Servicing
Standard. The Servicer has complied in all material respects with the Servicing Standard with regard to the servicing of the
Loan Assets.


 


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


 


(k)       Bulk
Sales. The execution, delivery and performance of this Agreement do not require compliance with any “bulk sales”
act or similar law by the Servicer.


 


(l)       Solvency. The Servicer is not the subject of any Bankruptcy Proceedings or Bankruptcy Event. The transactions under this Agreement and
any other Transaction Document to which the Servicer is a party do not and will not render the Servicer not Solvent.


 


(m)       Taxes. The Servicer has filed or caused to be filed all tax returns that are required to be filed by it (subject to any extensions
to file properly obtained by the same). The Servicer has paid or made adequate provisions for the payment of all material Taxes
and assessments made against it or any of its property (other than any amount of Tax the validity of which is currently being
contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided
on the books of the Servicer or any Tax which is not yet delinquent), and no Tax
lien has been filed and no claim is being asserted, with respect to any such Tax, assessment or other charge.


 


(n)       Exchange
Act Compliance; Regulations T, U and X. None of the transactions contemplated herein or in the other Transaction
Documents (including, without limitation, the use of the Proceeds from the sale of the Collateral Portfolio) will violate or result
in a violation of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including, without limitation, Regulations
T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II.


 


(o)       Security
Interest. The Servicer will take all steps necessary to ensure that the Borrower has granted a security interest (as defined
in the UCC) to the Collateral Agent, for the benefit of the Secured Parties, in the Collateral Portfolio, which is enforceable
in accordance with Applicable Law upon execution and delivery of this Agreement. Upon the filing of UCC-1 financing statements
naming the Collateral Agent as secured party and the Borrower as debtor, the Collateral Agent, for the benefit of the Secured
Parties, shall have a valid and first-priority perfected security interest in the Loan Assets and that portion of the Collateral
Portfolio in which a security interest may be perfected by filing (except for any Permitted Liens). All filings (including, without
limitation, such UCC filings) as are necessary for the perfection of the Secured Parties’ security interest in the Loan
Assets and that portion of the Collateral Portfolio in which a security interest may be perfected by filing have been (or prior
to the applicable Advance will be) made.


 




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(p)       ERISA. The present value of all benefits vested under each “employee pension benefit plan”, as such term is defined in
Section 3(2) of ERISA, other than a Multiemployer Plan, that is subject to Title IV of
ERISA and is sponsored or maintained by the Servicer or any ERISA Affiliate of the Servicer or to which the Servicer or any ERISA
Affiliate of the Servicer contributes or has an obligation to contribute, or has any liability (each, a “Servicer Pension
Plan”) does not exceed the value of the assets of the Servicer Pension Plan allocable to such vested benefits (based
on the value of such assets as of the last annual valuation date) determined in accordance with the assumptions used for funding
such Servicer Pension Plan pursuant to Sections 412 and 430 of the Code. No prohibited transactions, failure to meet the minimum
funding standard set forth in Section 302(a) of ERISA and Section 412(a) of the Code (with respect to any Servicer Pension Plan
other than a Multiemployer Plan), waiver of the minimum funding standard, withdrawals or reportable events have occurred with
respect to any Servicer Pension Plan that, in the aggregate, could subject the Servicer to any material tax, penalty or other
liability. No notice of intent to terminate a Servicer Pension Plan has been filed, nor has any Servicer Pension Plan been terminated
under Section 4041(c) of ERISA, nor has the Pension Benefit Guaranty Corporation instituted proceedings to terminate, or appoint
a trustee to administer, a Servicer Pension Plan and no event has occurred or condition exists that might constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Servicer Pension Plan. In
addition, either (a) neither Servicer nor any ERISA Affiliate of Servicer contributes to or has any obligation to contribute
to any Multiemployer Plan and neither has any material liability (other than contributions that are paid when due) to any Multiemployer
Plan, or (b) neither the Servicer nor any ERISA Affiliate of Servicer has incurred any material liability with respect to the
withdrawal or partial withdrawal from any Multiemployer Plan and neither the Servicer nor any ERISA Affiliate of Servicer has
received any notice concerning the imposition of withdrawal liability or a determination that a Multiemployer Plan is, or is expected
to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.


 


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


 


(r)       Environmental. With respect to each item of Underlying Collateral, to the actual knowledge of a Responsible Officer of the Servicer: (i)
the related Obligor’s operations comply in all material respects with all applicable Environmental Laws; (ii) none of the
related Obligor’s operations is the subject of a Federal or state investigation evaluating whether any remedial action,
involving expenditures, is needed to respond to a release of any Hazardous Materials into the environment; and (iii) the related
Obligor does not have any material contingent liability in connection with any release of any Hazardous Materials into the


 




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environment.
The Servicer has not received any written or oral notice of, or inquiry from any Governmental Authority regarding, any material
violation, alleged material violation, material non-compliance, liability or potential liability regarding environmental matters
or compliance with Environmental Laws with regard to any of the Underlying Collateral, nor does the Servicer, have knowledge or
reason to believe that any such notice will be received or is being threatened.


 


(s)       No
Injunctions. No injunction, writ, restraining order or other order of any nature adversely affects the Servicer’s performance
of its obligations under this Agreement or any Transaction Document to which the Servicer is a party.


 


(t)       Instructions
to Obligors. The Collection Account is the only account to which Obligors have been instructed by the Servicer on the Borrower’s
behalf to send Principal Collections and Interest Collections on the Collateral Portfolio.


 


(u)       Allocation
of Charges. Other than in connection with, relating to or arising from a Permitted BDC Merger, there is not any agreement
or understanding between the Servicer and the Borrower (other than as expressly set forth herein or as consented to by the Administrative
Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments
or other governmental charges.


 


(v)       Servicer
Termination Event. No event has occurred which constitutes a Servicer Termination Event (other than any Servicer Termination
Event which has previously been disclosed to the Administrative Agent as such).


 


(w)       Broker-Dealer. The Servicer is not a broker-dealer or subject to the Securities Investor Protection Act of 1970, as amended.


 


(x)       Compliance
with Applicable Law. The Servicer has complied in all material respects with all Applicable Law to which it may be subject,
except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect and no item in the
Collateral Portfolio contravenes, in any respect, Applicable Law.


 


ARTICLE
V.


 


GENERAL
COVENANTS


 


SECTION
5.01       Affirmative
Covenants of the Borrower.


 


From
the Closing Date until the Collection Date:


 


(a)       Organizational
Procedures and Scope of Business. The Borrower will observe all organizational procedures required by its certificate of formation,
limited liability company agreement and the laws of its jurisdiction of formation. Without limiting the foregoing, the Borrower
will limit the scope of its business to: (i) the acquisition of Eligible Loan Assets and the ownership and management of the Portfolio
Assets and the related assets in the Collateral Portfolio; (ii) the sale, transfer or other disposition of Portfolio Assets as
and when permitted under the Transaction Documents; (iii) entering into and performing under the Transaction Documents; (iv) consenting
or withholding consent as to proposed amendments, waivers and


 




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other
modifications of the Loan Agreements to the extent not in conflict with the terms of this Agreement or any other Transaction Document;
(v) exercising any rights (including but not limited to voting rights and rights arising in connection with a Bankruptcy Event
with respect to an Obligor or the consensual or non-judicial restructuring of the debt or equity of an Obligor) or remedies in
connection with the Loan Assets and participating in the committees (official or otherwise) or other groups formed by creditors
of an Obligor to the extent not in conflict with the terms of this Agreement or any other Transaction Document; and (vi) engaging
in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that
are related to the foregoing and necessary, convenient or advisable to accomplish the foregoing.


 


(b)       Special
Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent 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 the Transferor and any other Person; (iv) have a board of directors separate from that of the Transferor and any
other Person; (v) file its own tax returns, if any, as may be required under Applicable
Law, to the extent it is (A) not part of a consolidated group filing a consolidated return or returns or (B) not treated as a
disregarded entity or division for tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable
Law in accordance with the terms of this Agreement; (vi) except as contemplated by the Transaction Documents, not commingle its
assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational
formalities to maintain its separate existence; (viii) maintain separate financial statements, except to the extent that the Borrower’s
financial and operating results are consolidated with those of (A) prior to the consummation of a Permitted BDC Merger, CCT, and
(B) on or after the consummation of each Permitted BDC Merger, the applicable Permitted BDC, in consolidated financial statements;
(ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with the Transferor and
the Borrower’s other Affiliates; (xi) pay the salaries of its own employees, if any;
(xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly
and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks; (xv) except as expressly
permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known
misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose,
transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its board of directors
to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all
material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities
of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times
with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where
necessary, the Borrower will obtain proper authorization from its members for limited liability company action.


 


(c)       Preservation
of Company Existence. The Borrower will maintain its limited liability company existence in good standing under the laws of
its jurisdiction of formation and will promptly obtain and thereafter maintain qualifications to do business as a foreign limited
liability company in any other state in which it does business and in which it is required to so qualify under Applicable Law.


 




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(d)       Compliance
with Legal Opinions. The Borrower shall take all other actions necessary to maintain
in all material respects the accuracy of the factual assumptions set forth in the legal opinions of Dechert LLP, as special counsel
to the Borrower, issued in connection with the Transaction Documents and relating to the issues of substantive consolidation and
true sale of the Loan Assets.


 


(e)       Deposit
of Collections. The Borrower shall promptly (but in no event later than two Business Days
after receipt) deposit or cause to be deposited into the Collection Account any and all Available Collections received
by the Borrower, the Servicer or any of their Affiliates.


 


(f)       Disclosure
of Purchase Price. The Borrower shall disclose to the Administrative Agent the purchase price for each Loan Asset proposed
to be transferred to the Borrower.


 


(g)       Obligor
Defaults and Bankruptcy Events. The Borrower shall give, or shall cause the Servicer to give, notice to the Administrative
Agent within two Business Days of the Borrower’s, the Transferor’s or the Servicer’s actual knowledge of the
occurrence of any default by an Obligor under any Loan Asset or any Bankruptcy Event with respect to any Obligor under any Loan
Asset. Together with such notification, the Borrower or the Servicer shall inform the Administrative Agent whether, to the knowledge
of the Borrower or Servicer, as applicable, such event constitutes a Value Adjustment Event.


 


(h)       Required
Loan Documents. Except as otherwise provided herein, the Borrower shall deliver to the Collateral Custodian a copy of the
Required Loan Documents and a copy of the Loan Asset Checklist pertaining to each Loan Asset no later than 10 Business Days after
the later of (x) any related Advance Date as to any Loan Assets and (y) the date such loan assets have settled.


 


(i)       Taxes. The Borrower will file or cause to be filed its tax returns and pay any and all Taxes imposed on it or its property as required
by the Transaction Documents (except as contemplated in Section 4.01(m)).


 


(j)       Notice
of Event of Default. The Borrower shall notify the Administrative Agent of the occurrence of any Event of Default under this
Agreement promptly upon obtaining actual knowledge of such event. In addition, no later than two Business Days following the Borrower’s
knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default, the Borrower will provide to the
Administrative Agent a written statement of a Responsible Officer of the Borrower setting forth the details of such event and
the action that the Borrower proposes to take with respect thereto.


 


(k)       Notice
of Material Events. The Borrower shall promptly, upon becoming aware thereof, notify the Administrative Agent of any event
or other circumstance that is reasonably likely to have a Material Adverse Effect.


 


(l)       Notice
of Income Tax Liability. The Borrower shall furnish to the Administrative Agent telephonic or facsimile notice, or notice
by e-mail, within 10 Business


 




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Days
(confirmed in writing within five Business Days thereafter) of the receipt of revenue agent reports or other written
proposals, determinations or assessments of the Internal Revenue Service or any other taxing authority which propose,
determine or otherwise set forth positive adjustments (i) to the Tax liability of (A) prior to the consummation of a
Permitted BDC Merger, CCT, and (B) on or after the consummation of each Permitted BDC Merger, the applicable Permitted BDC,
or any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) of which such Person is a member
in an amount equal to or greater than $5,000,000 in the aggregate, or (ii) to the Tax liability of the Borrower itself in an
amount equal to or greater than $500,000 in the aggregate. Any such notice shall specify the nature of the items giving rise
to such adjustments and the amounts thereof.


 


(m)       Notice
of Auditors’ Management Letters. The Borrower shall promptly notify the Administrative Agent after the receipt of any
auditors’ management letters received by the Borrower or by its accountants.


 


(n)       Notice
of Breaches of Representations and Warranties under this Agreement. The Borrower shall promptly notify the Administrative
Agent if any representation or warranty set forth in Section 4.01 or Section 4.02 was incorrect at the time it was
given or deemed to have been given and at the same time deliver to the Collateral Agent and the Administrative Agent a written
notice setting forth in reasonable detail the nature of such facts and circumstances. In
particular, but without limiting the foregoing, the Borrower shall notify the Administrative Agent in the manner set forth
in the preceding sentence before any Cut-Off Date of any facts or circumstances within the knowledge of the Borrower which would
render any of the said representations and warranties untrue at the date when such representations and warranties were made or
deemed to have been made.


 


(o)       Notice
of Breaches of Representations and Warranties under the Purchase and Sale Agreement. The Borrower confirms and agrees that
the Borrower will, upon receipt of notice or discovery thereof, promptly send to the Administrative Agent and the Collateral Agent
a notice of (i) any breach of any representation, warranty, agreement or covenant under the Purchase and Sale Agreement or (ii)
any event or occurrence that, upon notice, or upon the passage of time or both, would constitute such a breach.


 


(p)       Notice
of Proceedings. The Borrower shall notify the Administrative Agent, as soon as possible and in any event within three Business
Days, after the Borrower receives notice or obtains knowledge thereof, of any settlement of, material judgment (including a material
judgment with respect to the liability phase of a bifurcated trial) in or commencement of any labor controversy, litigation, action,
suit or proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic
or foreign, that could reasonably be expected to have a Material Adverse Effect on the Collateral Portfolio, the Transaction Documents,
the Collateral Agent’s, for the benefit of the Secured Parties, interest in the Collateral Portfolio, or the Borrower, the
Servicer or the Transferor or any of their respective Majority Owned Affiliates. For purposes of this Section 5.01(p),
(i) any settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Collateral Portfolio, the
Transaction Documents, the Collateral Agent’s, for the benefit of the Secured Parties, interest in the Collateral Portfolio,
or the Borrower that could reasonably be expected to result in liability to such Person or reduce the value of the Collateral
Portfolio, in each case, in excess of $1,000,000


 




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(after
any expected insurance proceeds) shall be deemed to be reasonably expected to have such a Material Adverse Effect and (ii) any
settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Servicer or the Transferor or any
of their respective Majority Owned Affiliates (other than the Borrower) that could reasonably be expected to result in liability
of such Person in excess of $10,000,000 (after any expected insurance proceeds) shall be deemed to be reasonably expected to have
such a Material Adverse Effect.


 


(q)       Notice
of ERISA Events. The Borrower shall promptly notify the Administrative Agent (i) after receiving notice of any “reportable
event” (as defined in Title IV of ERISA, other than an event for which the
reporting requirements have been waived by regulations) with respect to the Borrower (or any ERISA Affiliate thereof), and provide
them with a copy of such notice, and (ii) if it becomes a Benefit Plan Entity.


 


(r)       Notice
of Accounting Changes. As soon as possible and in any event within three Business Days after the effective date thereof, the
Borrower will provide to the Administrative Agent notice of any material change in the accounting policies of the Borrower.


 


(s)       Additional
Documents. The Borrower shall provide the Administrative Agent with copies of such documents as the Administrative Agent may
reasonably request evidencing the truthfulness of the representations set forth in this Agreement.


 


(t)       Protection
of Security Interest. With respect to the Collateral Portfolio acquired by the Borrower, the Borrower will (i) with respect
to any transfers from the Transferor, acquire such Collateral Portfolio pursuant to and in accordance with the terms of the Purchase
and Sale Agreement, (ii) (at the expense of the Servicer, on behalf of the Borrower) take all action necessary or appropriate
to perfect, protect and more fully evidence the Borrower’s ownership of such Collateral Portfolio free and clear of any
Lien other than the Lien created hereunder and any other Permitted Liens, including, without limitation, taking all action necessary
to cause a valid, subsisting and enforceable first-priority perfected security interest, subject only to Permitted Liens, to exist
in favor of the Collateral Agent (for the benefit of the Secured Parties) in the Borrower’s interests in all of the Collateral
Portfolio being Pledged hereunder including the filing of a UCC financing statement in the applicable jurisdiction adequately
describing the Collateral Portfolio (which may include an “all asset” filing), and naming the Borrower as debtor and
the Collateral Agent as the secured party, and filing continuation statements, amendments or assignments with respect thereto
in such filing offices, (including any amendments thereto or assignments thereof), (iv) permit the Administrative Agent or any
Lender or their respective agents or representatives to visit the offices of the Borrower during normal office hours and upon
reasonable advance notice examine and make copies of all documents, books, records and other information concerning the Collateral
Portfolio and discuss matters related thereto with any of the officers or employees of the Borrower having knowledge of such matters;
provided that prior to the occurrence and continuance of an Event of Default, such visits (and any visits pursuant to Section
5.03(d)(ii), in the aggregate) will be limited to a maximum of two (2) per calendar year and (v) take all additional action
that the Administrative Agent, any Lender or the Collateral Agent may reasonably request to perfect, protect and more fully evidence
the respective first priority perfected security interests of the parties to this Agreement in the Collateral Portfolio, or to
enable the Administrative Agent or the Collateral Agent to exercise or enforce any of their respective rights hereunder.


 




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(u)       Liens. The Borrower will promptly notify the Administrative Agent of the existence of any Lien on the Collateral Portfolio (other
than Permitted Liens) and the Borrower shall defend the right, title and interest of the Collateral Agent, for the benefit of
the Secured Parties, in, to and under the Collateral Portfolio against all claims of third parties.


 


(v)       Other
Documents. At any time from time to time upon prior written request of the Administrative Agent, at the sole expense of the
Borrower, the Borrower will promptly and duly execute and deliver such further instruments and documents and take such further
actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this
Agreement including the first priority security interest (subject only to Permitted Liens) granted hereunder and of the rights
and powers herein granted (including, among other things, authorizing the filing of such UCC financing statements as the Administrative
Agent may request).


 


(w)       Compliance
with Law. The Borrower shall at all times comply in all material respects with all Applicable Law applicable to the Borrower
or any of its assets (including, without limitation, Environmental Laws and all federal securities laws), and the Borrower shall
do or cause to be done all things necessary to preserve and maintain in full force and effect its legal existence, and all licenses
material to its business.


 


(x)       Proper
Records. The Borrower shall at all times keep proper books of records and accounts in which full, true and correct entries
shall be made of its transactions in accordance with GAAP.


 


(y)       Satisfaction
of Obligations. The Borrower shall pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where the
amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves with respect thereto
have been provided on the books of the Borrower.


 


(z)       Performance
of Covenants. The Borrower shall observe, perform and satisfy all the material terms, provisions, covenants and conditions
required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid
by it, under the Transaction Documents. The Borrower shall pay and discharge all Taxes, levies, liens and other charges on it
or its assets and on the Collateral Portfolio that, in each case, in any manner would create any lien or charge upon the Collateral
Portfolio, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently
conducted and with respect to which adequate reserves have been provided in accordance with GAAP.


 


(aa)   Tax
Treatment. The Borrower, the Transferor and the Lenders shall treat the Advances advanced hereunder as indebtedness of the
Borrower (or, so long as the Borrower is treated as a disregarded entity for U.S. federal income tax purposes, as indebtedness
of the entity of which it is considered to be a part) for U.S. federal income tax purposes and to file any and all tax forms in
a manner consistent therewith.


 




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(bb)        Maintenance of
Records. The Borrower will maintain records with respect to the Collateral Portfolio and the conduct and operation of its
business with no less a degree of prudence than if the Collateral Portfolio were held by the Borrower for its own account and
will furnish the Administrative Agent and each Lender, upon the reasonable request by the Administrative Agent and each
Lender, information with respect to the Collateral Portfolio and the conduct and operation of its business.


 


(cc)         Obligor
Notification Forms. The Borrower shall furnish the Collateral Agent and the Administrative Agent with an appropriate
power of attorney to send, after the occurrence or declaration of the Facility Maturity Date (at the Administrative
Agent’s discretion on the Collateral Agent’s behalf) Obligor notification forms to give notice to the Obligors of
the Collateral Agent’s interest in the Collateral Portfolio and the obligation to make payments as directed by the
Administrative Agent on the Collateral Agent’s behalf.


 


(dd)        Officer’s
Certificate. The Borrower will provide to the Administrative Agent and the Collateral Agent within 120 days following the
end of each calendar year, commencing with the year ending on December 31, 2015, and within two Business Days (or such later
time agreed to by the Administrative Agent) of any request by the Administrative Agent (provided that the Administrative
Agent shall be allowed no more than two such requests in any calendar year) or (ii) upon the occurrence of, and within two
Business Days (or such later time as agreed to by the Administrative Agent) of any request by the Administrative Agent, (x)
any extension of the Reinvestment Period, (y) any material amendment of any Transaction Document or (z) any filing of any UCC
financing statement or continuation statement with respect to the Borrower or the Collateral Portfolio (other than in
connection with the execution of this Agreement as of the Closing Date) the Borrower shall deliver an Officer’s
Certificate, in form and substance acceptable to the Administrative Agent, providing (I) a certification, based upon a review
and summary of UCC search results, that there is no other interest in the Collateral Portfolio perfected by filing of a UCC
financing statement other than in favor of the Collateral Agent and (II) a certification, based upon a review and summary of
Tax and judgment lien searches satisfactory to the Administrative Agent, that there is no other interest in the Collateral
Portfolio based on any Tax or judgment lien.


 


(ee)         Continuation
Statements. The Borrower shall, not earlier than six months and not later than three months prior to the fifth
anniversary of the date of filing of the financing statement referred to in Schedule I hereto or any other financing
statement filed pursuant to this Agreement or in connection with any Advance hereunder, unless the Collection Date shall have
occurred:


 


(i)         authorize
and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement;
and


 


(ii)        deliver
or cause to be delivered to the Collateral Agent and the Administrative Agent an Opinion of Counsel, in form and substance
reasonably satisfactory to the Administrative Agent, confirming and updating the opinion delivered pursuant to Schedule
I with respect to perfection and otherwise to the effect that the security interest hereunder continues to be an
enforceable and perfected security interest, subject to no other Liens of record except as provided herein or otherwise
permitted


 




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hereunder, which opinion may contain usual and customary
assumptions, limitations and exceptions.


 


(ff)           Disregarded
Entity. The Borrower will be disregarded as an entity separate from its owner pursuant to Treasury Regulation Section
301.7701-3(b), and neither the Borrower nor any other Person on its behalf shall make an election to be treated as other than
an entity disregarded from its owner under Treasury Regulation Section 301.7701-3(c).


 


SECTION 5.02      Negative
Covenants of the Borrower.


 


From the Closing Date until the Collection Date:


 


(a)
          Special Purpose Entity Requirements. Except as otherwise permitted
by this Agreement, the Borrower shall not (i) guarantee any obligation of any Person, including any Affiliate; (ii) engage,
directly or indirectly, in any business, other than the actions required or permitted to be performed under the Transaction
Documents; (iii) incur, create or assume any Indebtedness, other than Indebtedness incurred under the Transaction Documents
and arising in connection with ordinary business expenses arising pursuant to the transactions contemplated by this Agreement
and the other Transaction Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any
stock or securities of, any Person, except that the Borrower may invest in those Loan Assets and other investments permitted
under the Transaction Documents and may make any advance required or expressly permitted to be made pursuant to any
provisions of the Transaction Documents and permit the same to remain outstanding in accordance with such provisions; (v)
fail to pay its debts and liabilities from its assets when due; (vi) create, form or otherwise acquire any Subsidiaries or
(vii) release, sell, transfer, convey or assign any Loan Asset unless in accordance with the Transaction Documents.


 


(b)          Requirements
for Material Actions. The Borrower shall not fail to provide (and at all times the Borrower’s organizational
documents shall reflect) that the unanimous consent of all directors (including the consent of the Independent Director(s))
is required for the Borrower to (i) dissolve or liquidate, in whole or part, or institute proceedings to be
adjudicated bankrupt or insolvent, (ii) institute or consent to the institution of bankruptcy or insolvency proceedings
against it, (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or state law
relating to bankruptcy or insolvency, (iv) seek or consent to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator, custodian or any similar official for the Borrower, (v) make any assignment for the benefit of the
Borrower’s creditors, (vi) admit in writing its inability to pay its debts generally as they become due, or (vii) take
any action in furtherance of any of the foregoing.


 


(c)           Protection
of Title. The Borrower shall not take any action which would directly or indirectly impair or adversely affect the
Borrower’s title to the Collateral Portfolio.


 


(d)           Transfer
Limitations. The Borrower shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise
dispose of, or pledge or hypothecate, directly or indirectly, any interest in the Collateral Portfolio to any person other
than the Collateral Agent for the benefit of the Secured Parties, or engage in financing transactions or similar
transactions with respect to the Collateral Portfolio with any person other than the Administrative Agent and


 




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the Lenders, in each case, except as otherwise
expressly permitted by the terms of this Agreement.


 


(e)           Liens.
The Borrower shall not create, incur or permit to exist any Lien, encumbrance or security interest in or on any of the
Collateral Portfolio subject to the security interest granted by the Borrower pursuant to this Agreement, other
than Permitted Liens.


 


(f)           Organizational
Documents. The Borrower shall not amend, modify, waive or terminate any of the organizational or operational documents of
the Borrower without the prior written consent of the Administrative Agent; provided that, in connection with a
Permitted BDC Merger, the Borrower may effectuate any deemed or actual amendment, modification or waiver of the
Borrower’s organizational or operational documents solely as a result of or to evidence such Permitted BDC Merger
(including, without limitation, any amendment, modification or waiver that may result from a deemed or actual transfer of
membership units to, or admission of a new Member that is, the applicable Permitted BDC).


 


(g)          Merger, Acquisitions, Sales, etc.
The Borrower shall not change its organizational structure, enter into any transaction of merger or consolidation or
amalgamation, or asset sale (other than pursuant to Section 2.07), or liquidate, wind up or dissolve itself (or suffer
any liquidation, winding up or dissolution) without the prior written consent of the Administrative Agent.


 


(h)           Use
of Proceeds. The Borrower shall not use the proceeds of any Advance other than (i) to finance the purchase by the
Borrower from the Transferor, on a “true sale” basis, of Collateral Portfolio pursuant to the terms of the
Purchase and Sale Agreement, (ii) to finance the purchase by the Borrower from non-Affiliates of the Borrower, Servicer or
Transferor, on a “true sale” basis, of Collateral Portfolio, (iii) to fund the Unfunded Exposure Account in order
to establish reserves for unfunded commitments of Revolving Loan Assets and Delayed Draw Loan Assets included in the
Collateral Portfolio, or (iv) to distribute such proceeds to the Transferor in connection with prior transfers of unleveraged
Eligible Loan Assets to the Borrower as capital contributions to the Borrower, including with respect to any Borrowing Base
capacity resulting from any repayment of Advances previously made to the Borrower (so long as such distribution is permitted
pursuant to Section 5.02(m) of this Agreement).


 


(i)            Limited
Assets. The Borrower shall not hold or own any assets that are not part of the Collateral Portfolio or powers and rights
incidental to the Transaction Documents other than any Warranty Loan Asset pursuant to Section 2.07(c).


 


(j)            Tax
Treatment. The Borrower shall not elect to be treated as a corporation for U.S. federal income tax purposes and shall
take all reasonable steps necessary to avoid being treated as a corporation for U. S. federal income tax purposes.


 


(k)           Extension
or Amendment of Collateral Portfolio. The Borrower will not, except as otherwise permitted in Section 6.04(a) of
this Agreement and in accordance with the Servicing Standard, extend, amend or otherwise modify the terms of any Loan Asset
(including the Underlying Collateral).


 




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(l)            Purchase
and Sale Agreement. The Borrower will not amend, modify, waive or terminate any provision of the Purchase and Sale
Agreement without the prior written consent of the Administrative Agent.


 


(m)          Restricted
Junior Payments. The Borrower shall not make any Restricted Junior Payment, except that, so long as no Event of Default
or Unmatured Event of Default has occurred and is continuing or would result therefrom, the Borrower may declare and make
distributions to its member on its membership interests.


 


(n)          ERISA
Matters. The Borrower will not (a) seek or obtain a waiver of, or fail to meet, the minimum funding standard set forth in
Section 302(a) of ERISA and Section 412(a) of the Code with respect to any Pension Plan other than a Multiemployer Plan, (b)
fail to make any payments to a Multiemployer Plan that the Borrower or any ERISA Affiliate may be required to make under the
agreement relating to such Multiemployer Plan or any law pertaining thereto, (c) terminate any Pension Plan so as to
result, directly or indirectly in any liability to the Borrower, (d) permit to exist any occurrence of any reportable event
described in Title IV of ERISA with respect to any Pension Plan, other than an event for which reporting requirements have
been waived by regulations, (e) incur any material withdrawal liability with respect to any Multiemployer Plan, or (f) engage
in any prohibited transaction (within the meaning of ERISA Section 406(a) or (b) or Code Section 4975) for which an exemption
is not available or has not previously been obtained from the United States Department of Labor, assuming for this purpose
that no portion of any Advance constitutes the assets of any Benefit Plan Entity, in each case, that could result in material
liability to the Borrower.


 


(o)           Instructions
to Obligors. The Borrower will not make any change, or permit the Servicer to make any change, in its instructions to
Obligors (or any agents with respect to the Loan Agreements) regarding payments to be made with respect to the Collateral
Portfolio to the Collection Account, unless the Administrative Agent has consented to such change (such consent not to be
unreasonably withheld or delayed, it being understood that any such account to which the Obligors may be instructed to
make payments shall be subject to an account control agreement which provides the Collateral Agent with a first priority
perfected security interest in such account, as evidenced by an Opinion of Counsel reasonably acceptable to the
Administrative Agent).


 


(p)           Taxable
Mortgage Pool Matters. The sum of the Outstanding Balances of all Loan Assets owned by the Borrower and that are
principally secured by an interest in real property (within the meaning of Treasury Regulation Section
301.7701(i)-1(d)(3)) shall not at any time exceed 35% of the aggregate Outstanding Balance of all Loan Assets.


 


(q)           Change
of Jurisdiction, Location, Names or Location of Loan Asset Files. The Borrower shall not change the
jurisdiction of its formation, make any change to its legal name or use any tradenames, fictitious names, assumed names,
“doing business as” names or other names unless, prior to the effective date of any such change in the
jurisdiction of its formation, name change or use, the Borrower receives prior written consent from the Administrative Agent
of such change and delivers to the Administrative Agent such financing statements as the Administrative Agent may request to
reflect such name change or use, together with such Opinions of Counsel and other documents and instruments as the
Administrative


 




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Agent may request in connection
therewith. The Borrower will not change the location of its chief executive office unless prior to the effective date of any such
change of location, the Borrower notifies the Administrative Agent of such change of location in writing. Subject to Section 2.16,
the Borrower will not move, or consent to the Collateral Custodian or the Servicer moving, the Loan Asset Files from the location
thereof on the Initial Advance Date, unless the Servicer shall have provided the Administrative Agent with 30 days’ written
notice of such move and such Opinions of Counsel and other documents and instruments as the Administrative Agent may reasonably
request in connection therewith and shall have taken all actions required under the UCC of each relevant jurisdiction in order
to continue the first priority perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in
the Collateral Portfolio.


 


(r)
           Allocation of Charges. Other than in connection with, relating to or arising
from a Permitted BDC Merger, there will not be any agreement or understanding between the Servicer and the Borrower (other than
as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations
to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges.


 


SECTION 5.03     Affirmative
Covenants of the Servicer.


 


From the Closing Date until the Collection Date:


 


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


 


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


 


(c)           Obligations
and Compliance with Collateral Portfolio. The Servicer will duly fulfill and comply in all material respects with all
obligations on the part of the Borrower to be fulfilled or complied with under or in connection with the administration of
each item of Collateral Portfolio and will do nothing to impair the rights of the Collateral Agent, for the benefit of
the Secured Parties, or of the Secured Parties in, to and under the Collateral Portfolio. It is understood and agreed that
the Servicer does not hereby assume any obligations of the Borrower in respect of any Advances, or assume any responsibility
for the performance by the Borrower of any of its obligations hereunder or under any other agreement executed in connection
herewith that would be inconsistent with the limited recourse undertaking of the Servicer, in its capacity as seller, under
Section 2.1(e) of the Purchase and Sale Agreement.


 


(d)
          Keeping of Records and Books of Account. 


 


(i)         The
Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to
recreate records evidencing Collateral Portfolio in the event of the destruction of the originals thereof),


 




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and keep and maintain all
documents, books, records and other information reasonably necessary or advisable for the collection of all Collateral Portfolio
and the identification of the Collateral Portfolio.


 


(ii)        The
Servicer shall permit the Administrative Agent, each Lender or their respective agents or representatives, to visit the
offices of the Servicer during normal office hours and upon reasonable advance notice and examine and make copies of all
documents, books, records and other information concerning the Collateral Portfolio and the Servicer’s servicing
thereof and discuss matters related thereto with any of the officers or employees of the Servicer having knowledge of such
matters; provided that such visits (and any visits pursuant to Section 5.01(t), in the aggregate) will be
limited to a maximum of two (2) per calendar year.


 


(iii)       The
Servicer will on or prior to the date hereof, mark its master data processing records and other books and records relating to
the Collateral Portfolio with a legend, acceptable to the Administrative Agent describing (i) the sale of the Collateral
Portfolio from the Transferor to the Borrower and (ii) the Pledge from the Borrower to the Collateral Agent, for the benefit
of the Secured Parties.


 


(e)           Preservation
of Security Interest. The Servicer (at its own expense, on behalf of the Borrower) will file such financing and
continuation statements and any other documents that may be required by any law or regulation of any Governmental
Authority to preserve and protect fully the first-priority perfected security interest of the Collateral Agent, for the
benefit of the Secured Parties, in, to and under the Loan Assets and that portion of the Collateral Portfolio in which a
security interest may be perfected by filing.


 


(f)            Events
of Default. The Servicer will provide the Administrative Agent (with a copy to the Collateral Agent) with prompt (and in
no event later than two Business Days) written notice of the occurrence of each Event of Default and each Unmatured Event of
Default of which the Servicer has knowledge or has received notice. In addition, no later than two Business Days
following the Servicer’s knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default,
the Servicer will provide to the Collateral Agent, and the Administrative Agent a written statement of the chief financial
officer or chief accounting officer of the Servicer setting forth the details of such event and the action that the Servicer
proposes to take with respect thereto.


 


(g)           Taxes.
The Servicer will file its tax returns and pay any and all Taxes imposed on it or its property as required under the
Transaction Documents (except as contemplated by Section 4.03(m)).


 


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


 




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(i)
           Proceedings Related to the Borrower, the
Transferor and the Servicer and the Transaction Documents. The Servicer shall notify the Administrative Agent as soon as
possible and in any event within three Business Days after any Responsible Officer of the Servicer receives notice or obtains
actual knowledge thereof of any settlement of, judgment (including a judgment with respect to the liability phase of a
bifurcated trial) in or commencement of any labor controversy, litigation, action, suit or proceeding before any court or
governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that could reasonably be
expected to have a Material Adverse Effect on the Borrower, the Transferor or the Servicer (or any of their respective
Majority Owned Affiliates) or the Transaction Documents. Solely for purposes of this Section 5.03(i), (i) any
settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Transaction Documents or the
Borrower that could reasonably be expected to result in liability to the Borrower or reduce the value of the Collateral
Portfolio, in each case, in excess of $1,000,000 (after any expected insurance proceeds) shall be deemed to be expected to
have such a Material Adverse Effect and (ii) any settlement, judgment, labor controversy, litigation, action, suit or
proceeding affecting the Servicer or the Transferor or any of their respective Majority Owned Affiliates (other than the
Borrower) that could reasonably be expected to result in liability to such Person in excess of $10,000,000 (after any
expected insurance proceeds) shall be deemed to be reasonably expected to have such a Material Adverse Effect.


 


(j)            Deposit
of Collections. The Servicer shall promptly (but in no event later than two Business Days after receipt) deposit or cause
to be deposited into the Collection Account any and all Available Collections received by the Borrower, the Servicer or any
of their Affiliates.


 


(k)
          Loan Asset Register.


 


(i)          The
Servicer shall maintain, or cause to be maintained, with respect to each Noteless Loan Asset a register (which may be in
physical or electronic form and readily identifiable as the loan asset register) (each, a “Loan Asset
Register”) in which it will record, or cause to be recorded, (v) the amount of such Noteless Loan Asset, (w)  the
amount of any principal or interest due and payable or to become due and payable from the Obligor thereunder, (x) the amount
of any sum in respect of such Noteless Loan Asset received from the Obligor, (y) the date of origination of such
Noteless Loan Asset and (z) the maturity date of such Noteless Loan Asset.


 


(ii)         At
any time a Noteless Loan Asset is included as part of the Collateral Portfolio pursuant to this Agreement, the Servicer shall
deliver to the Administrative Agent, the Collateral Agent and the Collateral Custodian a copy of the related Loan
Asset Register, together with a certificate of a Responsible Officer of the Servicer (in the form of Exhibit P)
certifying to the accuracy of such Loan Asset Register as of the applicable Cut-Off Date.


 


(l)            Special
Purpose Entity Requirements. The Servicer shall take such actions as are necessary to cause the Borrower to be in
compliance with the special purpose entity requirements set forth in Sections 5.01(a) and (b) and 5.02(a) and (b); provided that
for the avoidance of doubt, the Servicer shall not be required to expend any of its own funds to cause the


 




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Borrower to be in compliance
with subsection 5.02(a)(v) or subsection 5.01(b)(xvii) (it being understood that this proviso shall in no way affect
the obligation of Servicer to manage the activities and liabilities of the Borrower such that the Borrower maintains compliance
with either of the foregoing subsections).


 


(m)
         Accounting Changes. As soon as possible and in any event within three Business Days after the effective date thereof,
the Servicer will provide to the Administrative Agent notice of any material change in the accounting policies of the Servicer.


 


(n)          Proceedings
Related to the Collateral Portfolio. The Servicer shall notify the Administrative Agent as soon as possible and in any
event within three Business Days after any Responsible Officer of the Servicer receives notice or has actual knowledge of any
settlement of, judgment (including a judgment with respect to the liability phase of a bifurcated trial) in or
commencement of any labor controversy, litigation, action, suit or proceeding before any court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, that could reasonably be expected to have a
Material Adverse Effect on the interests of the Collateral Agent or the Secured Parties in, to and under the Collateral
Portfolio. Solely for purposes of this Section 5.03(n), any settlement, judgment, labor controversy, litigation,
action, suit or proceeding affecting the Collateral Portfolio or the Collateral Agent’s or the Secured Parties’
interest in the Collateral Portfolio that could reasonably be expected to reduce the value of the Collateral Portfolio in
excess of $5,000,000 (after any expected insurance proceeds) or more shall be deemed to be expected to have such a Material
Adverse Effect.


 


(o)           Compliance
with Legal Opinions. The Servicer shall take all other actions necessary to maintain the accuracy of the factual
assumptions set forth in the legal opinions of Dechert LLP, as special counsel to the Servicer, issued in connection with the
Transaction Documents and relating to the issues of substantive consolidation and true sale of the Loan Assets.


 


(p)           Instructions
to Agents and Obligors. The Servicer shall direct, or shall cause the Borrower to direct, any agent or administrative
agent for each Loan Asset to remit all payments and collections with respect to such Loan Asset, and, if applicable, to
direct the Obligor with respect to such Loan Asset to remit all such payments and collections with respect to such Loan
Asset directly to the Collection Account. The Borrower and the Servicer shall take commercially reasonable steps to ensure
that only funds constituting payments and collections relating to Loan Assets shall be deposited into the Collection
Account.


 


(q)           Capacity
as Servicer. The Servicer will ensure that, at all times when it is dealing with or in connection with the Loan Assets in
its capacity as Servicer, it holds itself out as Servicer, and not in any other capacity.


 


(r)            Audits.
Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent and each Lender, the
Servicer shall allow the Administrative Agent and each Lender (during normal office hours and upon advance notice) to review
the Servicer’s collection and administration of the Collateral Portfolio in order to assess compliance by the Servicer
with the Servicing Standard, as well as with the Transaction Documents and to conduct an audit of the Collateral
Portfolio and Required Loan Documents in


 




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conjunction with such a
review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time; provided that at
the Servicer’s expense, (i) prior to the occurrence of an Event of Default, the Administrative Agent shall be entitled to
one (1) such audits per calendar year and, (ii) after the occurrence of an Event of Default, the Administrative Agent shall
be entitled to such number of audits per calendar year and at such times as it shall require in its discretion.


 


(s)           Notice
of Breaches of Representations and Warranties under this Agreement. The Servicer shall promptly, upon receipt of notice
or discovery thereof, notify the Administrative Agent if any representation or warranty set forth in Section 4.03 was
incorrect at the time it was given or deemed to have been given and at the same time deliver to the Collateral Agent and the
Administrative Agent a written notice setting forth in reasonable detail the nature of such facts and circumstances. In
particular, but without limiting the foregoing, the Servicer shall notify the Administrative Agent in the manner set forth in
the preceding sentence before any Cut-Off Date of any facts or circumstances within the knowledge of the Servicer which would
render any of the said representations and warranties untrue at the date when such representations and warranties were made
or deemed to have been made.


 


(t)           Insurance
Policies. The Servicer has caused, and will cause, to be performed any and all acts reasonably required to be performed
to preserve the rights and remedies of the Collateral Agent and the Secured Parties in any Insurance Policies applicable to
Loan Assets (to the extent the Servicer or an Affiliate of the Servicer is the agent or servicer under the applicable Loan
Agreement) including, without limitation, in each case, any necessary notifications of insurers, assignments of policies or
interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Collateral
Agent and the Secured Parties; provided that, unless the Borrower is the sole lender under such Loan Agreement, the
Servicer shall only take such actions that are customarily taken by or on behalf of a lender in a syndicated loan facility to
preserve the rights of such lender.


 


(u)           Disregarded
Entity. The Servicer shall cause the Borrower to be disregarded as an entity separate from its owner pursuant to Treasury
Regulation Section 301.7701-3(b) and shall cause that neither the Borrower nor any other Person on its behalf shall make an
election to be treated as other than an entity disregarded from its owner under Treasury Regulation Section
301.7701-3(c).


 


(v)          Obligor
Notification Forms. The Servicer shall furnish the Collateral Agent and the Administrative Agent with an appropriate
power of attorney to send, after the occurrence of an Event of Default (at the Administrative Agent’s discretion on the
Collateral Agent’s behalf) Obligor notification forms to give notice to the Obligors of the Collateral
Agent’s interest in the Collateral Portfolio and the obligation to make payments as directed by the Administrative
Agent on the Collateral Agent’s behalf.


 


(w)          Servicing
Standard. The Servicer will comply in all material respects with the Servicing Standard in regard to the Collateral
Portfolio.


 




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SECTION 5.04       Negative
Covenants of the Servicer.


 


From the Closing Date until the Collection Date:


 


(a)           Mergers, Acquisition, Sales, etc.
Other than a Permitted BDC Merger, the Servicer will not consolidate with or merge into any other Person or convey or
transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity
and unless:


 


(i)         the
Servicer has delivered to the Administrative Agent an Officer’s Certificate and an Opinion of Counsel (which may rely
on an Officer’s Certificate as to factual matters such as whether or not such transaction would cause an Event of
Default or Servicer Termination Event) each stating that any such consolidation, merger, conveyance or transfer and any
supplemental agreement executed in connection therewith comply with this Section 5.04 and that all conditions
precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of
Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as
the Administrative Agent may reasonably request;


 


(ii)        the
Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative
Agent; and


 


(iii)       after
giving effect thereto, no Event of Default or Servicer Termination Event or event that with notice or lapse of time would
constitute either an Event of Default or a Servicer Termination Event shall have occurred.


 


(b)          Change
of Name or Location of Loan Asset Files. The Servicer shall not (x) change its name, change the offices where it keeps
records concerning the Collateral Portfolio from the address set forth in Section 11.02 of this Agreement, or change
the jurisdiction of its formation, or (y) subject to Section 2.16 move, or consent to the Collateral Custodian
moving, the Required Loan Documents and Loan Asset Files from the location thereof on the initial Advance Date, unless the
Servicer shall have provided the Administrative Agent with 30 days’ (or substantially concurrent notice in the case of
a Permitted BDC Merger) written notice of such change or move and such Opinions of Counsel and other documents and
instruments as the Administrative Agent may reasonably request in connection therewith (which, in the case of a Permitted BDC
Merger, are limited to those specified in the definition thereof) and shall have taken all actions required under the UCC of
each relevant jurisdiction in order to continue the first priority perfected security interest of the Collateral Agent, for
the benefit of the Secured Parties, in the Collateral Portfolio.


 


(c)           Change
in Payment Instructions to Obligors. The Servicer will not make any change in its instructions to Obligors regarding
payments to be made with respect to the Collateral Portfolio to the Collection Account, unless the Administrative Agent has
consented to such change (such consent not to be unreasonably withheld or delayed, it being understood that any such
account to which the Obligors may be instructed to make payments shall be subject to an account control agreement which
provides the Collateral Agent with a first priority perfected


 




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security interest in such account, as evidenced by
an Opinion of Counsel reasonably acceptable to the Administrative Agent).


 


(d)           Extension
or Amendment of Loan Assets. The Servicer will not, except as otherwise permitted in Section 6.04(a), extend,
amend or otherwise modify the terms of any Loan Asset (including the Underlying Collateral).


 


(e)           Taxable
Mortgage Pool Matters. The Servicer will manage the portfolio and advise the Borrower with respect to purchases from the
Transferor so as to not at any time allow the sum of the Outstanding Balances of all Loan Assets owned by the Borrower and
that are principally secured by an interest in real property (within the meaning of Treasury Regulation Section
301.7701(i)-1(d)(3)) to exceed 35% of the aggregate Outstanding Balance of all Loan Assets.


 


(f)           Allocation
of Charges. Other than in connection with, relating to or arising from a Permitted BDC Merger, there will not be any
agreement or understanding between the Servicer and the Borrower (other than as expressly set forth herein or as consented to
by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in
respect of any Taxes, fees, assessments or other governmental charges.


 


ARTICLE
VI.


 


ADMINISTRATION AND SERVICING
OF CONTRACTS


 


SECTION 6.01      Appointment
and Designation of the Servicer.


 


(a)           Initial
Servicer. The Borrower, each Lender and the Administrative Agent hereby appoint CCT, pursuant to the terms and conditions
of this Agreement, as Servicer, with the authority to service, administer and exercise rights and remedies, on behalf of the
Borrower, in respect of the Collateral Portfolio. Until the Administrative Agent gives CCT a Servicer Termination Notice
pursuant to the terms of this Agreement or the consummation of a Permitted BDC Merger, CCT hereby accepts such
appointment and agrees to perform the duties and responsibilities of the Servicer pursuant to the terms hereof. The Servicer
and the Borrower hereby acknowledge that the Administrative Agent and the Secured Parties are third party beneficiaries of
the obligations undertaken by the Servicer hereunder.


 


(b)           Servicer
Termination Notice. The Borrower, the Servicer, each Lender, and the Administrative Agent hereby agree that, upon the
occurrence of a Servicer Termination Event, the Administrative Agent, by written notice to the Servicer (with a copy to the
Collateral Agent) (a “Servicer Termination Notice”), may terminate all of the rights, obligations,
power and authority of the Servicer under this Agreement. On and after the receipt by the Servicer of a Servicer Termination
Notice pursuant to this Section 6.01(b), the Servicer shall continue to perform all servicing functions under this
Agreement until the date specified in the Servicer Termination Notice or otherwise specified by the Administrative Agent in
writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative
Agent, until a date mutually agreed upon by the Servicer and the Administrative Agent and shall be entitled to receive, to
the extent of funds available therefor pursuant to


 




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Section 2.04, the
Servicing Fees therefor accrued until such date. After such date, the Servicer agrees that it will terminate its activities as
Servicer hereunder in a manner that the Administrative Agent believes will facilitate the transition of the performance of such
activities to a successor Servicer, and the successor Servicer shall assume each and all of the Servicer’s obligations to
service and administer the Collateral Portfolio, on the terms and subject to the conditions herein set forth, and the Servicer
shall use its best efforts to assist the successor Servicer in assuming such obligations.


 


(c)           Appointment
of Replacement Servicer. At any time following the delivery of a Servicer Termination Notice, the Administrative Agent
may, at its discretion, (i) appoint SMBC (or an Affiliate thereof) as Servicer under this Agreement and, in such case,
all authority, power, rights and obligations of the Servicer shall pass to and be vested in SMBC (or an Affiliate thereof) or
(ii) with the prior written consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned),
appoint a new Servicer which shall be an Eligible Replacement (as defined below) as the replacement Servicer (the
“Replacement Servicer”), which appointment shall take effect upon the Replacement Servicer accepting such
appointment by a written assumption in a form satisfactory to the Administrative Agent in its sole discretion. In the event
that SMBC (or an Affiliate thereof) or a Replacement Servicer has not accepted its appointment at the time when the Servicer
ceases to act as Servicer, the Administrative Agent shall petition a court of competent jurisdiction to appoint any
established financial institution, having a net worth of not less than United States $50,000,000 and whose regular business
includes the servicing of assets similar to the Collateral Portfolio (each, an “Eligible Replacement”), as
the Replacement Servicer hereunder. The Servicer shall pay all costs associated with the transition of the obligations
hereunder to an Approved Replacement Servicer if the Administrative Agent terminates the Servicer following a Servicer
Termination Event.


 


(d)          Liabilities and Obligations of Replacement Servicer. Upon its
appointment, SMBC (or an Affiliate thereof) or the Replacement Servicer, as applicable, shall be the successor in all
respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all
references in this Agreement to the Servicer shall be deemed to refer to SMBC (or an Affiliate thereof) or the Replacement
Servicer, as applicable; provided that SMBC (or an Affiliate thereof) or the Replacement Servicer, as applicable,
shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that SMBC (or
an Affiliate thereof) or the Replacement Servicer, as applicable, becomes the successor to the Servicer or any claim of a
third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing
obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes
required to be paid by the Servicer (provided that SMBC (or an Affiliate thereof) or the Replacement Servicer, as
applicable, shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of
any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer
indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of SMBC
(or an Affiliate thereof) or the Replacement Servicer, as applicable, upon becoming a Replacement Servicer, are expressly
limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In
addition, SMBC (or an Affiliate thereof) or the Replacement Servicer, as applicable, shall have


 




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no liability relating to the representations
and warranties of the Servicer contained in Section 4.03.


 


(e)           Authority
and Power. All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate
upon termination of this Agreement and shall pass to and be vested in the Borrower and, without limitation, the Borrower is
hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all
documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect
the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the
termination of the responsibilities and rights of the Servicer to conduct servicing of the Collateral Portfolio.


 


(f)           Subcontracts.
The Servicer may, with the prior written consent of the Administrative Agent, subcontract with any other Person for
servicing, administering or collecting the Collateral Portfolio; provided that (i) the Servicer shall select any such
Person with reasonable care and shall be solely responsible for the fees and expenses payable to any such Person, (ii) the
Servicer shall not be relieved of, and shall remain liable for, the performance of the duties and obligations of the Servicer
pursuant to the terms hereof without regard to any subcontracting arrangement and (iii) any such subcontract shall
be terminable upon the occurrence of a Servicer Termination Event; provided, further that no Administrative
Agent consent shall be required to enter into any subcontract with an Affiliate of the Servicer; provided, further,
that in the event of any such subcontract, (A) the Servicer shall be and remain primarily liable to the Administrative Agent,
the Collateral Agent and the Lender for the full and prompt performance of all duties and responsibilities of the Servicer
hereunder and (ii) the Administrative Agent and the Collateral Agent shall be entitled to deal exclusively with the Servicer
in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder


 


(g)           Servicing
Programs. In the event that the Servicer uses any software program in servicing the Collateral Portfolio that it licenses
from a third party, the Servicer shall use its best efforts to obtain, either before the Closing Date or as soon as possible
thereafter, whatever licenses or approvals are necessary to allow the Administrative Agent or the Servicer to use such
program and to allow the Servicer to assign such licenses to the Replacement Servicer appointed as provided in this
Agreement.


 


(h)          Waiver.
The Borrower acknowledges that the Administrative Agent or any of its Affiliates may act as the Collateral Agent and/or the
Servicer, and the Borrower waives any and all claims against the Administrative Agent, each Lender or any of their respective
Affiliates, the Collateral Agent and the Servicer (other than claims relating to such party’s gross negligence or
willful misconduct) relating in any way to the custodial or collateral administration functions having been performed by
the Administrative Agent or any of its Affiliates in accordance with the terms and provisions (including the standard of
care) set forth in the Transaction Documents.


 


(i)            Successor
Servicer. Upon the consummation of a Permitted BDC Merger, the applicable Permitted BDC shall assume the rights and
obligations of CCT under this Agreement as the Servicer (in such capacity, the “Successor Servicer”). The
Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this


 




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Agreement and shall be
subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions
hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer.


 


SECTION 6.02      Duties
of the Servicer.


 


(a)           Duties.
The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and
collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard.
Prior to the occurrence of a Servicer Termination Event, subject to the terms of this Agreement (including,
without limitation, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions
with respect to the Collateral Portfolio and take or refrain from taking any and all actions with respect to the Collateral
Portfolio. Without limiting the foregoing, the duties of the Servicer shall include the following:


 


(i)         supervising
the Collateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers,
enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of
the Borrower;


 


(ii)        maintaining
all necessary servicing records with respect to the Collateral Portfolio and providing such reports to the
Administrative Agent in respect of the servicing of the Collateral Portfolio (including information relating to its
performance under this Agreement) as may be required hereunder or as the Administrative Agent may reasonably request;


 


(iii)       maintaining and implementing administrative and operating
procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in
the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other
information reasonably necessary or advisable for the collection of the Collateral Portfolio;


 


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


 


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


 


(vi)      notifying
the Administrative Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim with
respect to any Loan Asset (or portion thereof) of which it has knowledge or has received notice (A) that is or is
threatened to be asserted by an Obligor; or (B) that could reasonably be expected to have a Material Adverse Effect;


 




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(vii)      using
its best efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties,
in the Collateral Portfolio;


 


(viii)     maintaining
the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long
as the Servicer is in possession of any Required Loan Documents other than in electronic form, the Servicer will hold such
Required Loan Documents in a reasonably safe place;


 


(ix)        directing
the Collateral Agent and/or the Account Bank to make payments pursuant to the terms of the Servicing Report in accordance
with Section 2.04;


 


(x)
        directing the sale or substitution of Collateral Portfolio in accordance with Section 2.07;


 


(xi)       
providing advice to the Borrower with respect to the purchase and sale of and payment for the Loan Assets;


 


(xii)       instructing
the Obligors and the administrative agents on the Loan Assets to make payments directly into the Collection Account
established and maintained with the Collateral Agent;


 


(xiii)     delivering
the Loan Asset Files and the Loan Asset Schedule to the
Collateral Custodian;


 


(xiv)    
ensuring any third party consents required to transfer record ownership of any Eligible Loan Asset to the Borrower are
obtained on or prior to the Cut-Off Date of such Eligible Loan Asset; and


 


(xv)     
complying with such other duties and responsibilities as may be required of the Servicer by this Agreement.


 


For the
avoidance of doubt, on each Measurement Date, the Servicer (on behalf of the Borrower) shall re-determine the status of each Eligible
Loan Asset as of such calculation date and provide notice of any change in the status of any Eligible Loan Asset to the Collateral
Agent and, as a consequence thereof, (i) Collateral Obligations that were previously Eligible Loan Assets on a prior Measurement
Date may be excluded from the calculation of the Borrowing Base on such Measurement Date, and (ii) Collateral Obligations that
were previously not Eligible Loan Assets on a prior Measurement Date may (with the consent of the Administrative Agent pursuant
to an Approval Notice) be included in the calculation of the Borrowing Base on such Measurement Date.


 


It is
acknowledged and agreed that in circumstances in which a Person other than the Borrower, the Transferor (so long as the Transferor
is also the Servicer) or the Servicer acts as lead agent with respect to any Loan Asset, the Servicer shall perform its servicing
duties hereunder only to the extent a lender under the related loan syndication Loan Agreements has the right to do so. Notwithstanding
anything to the contrary contained herein, it is acknowledged and agreed that the performance by the Servicer of its duties hereunder
shall be limited insofar as such performance would conflict with or result in a breach of any of the express terms of the


 




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related Loan Agreements;
provided that the Servicer shall (a) provide prompt written notice to the Administrative Agent upon becoming aware of such
conflict or breach, (b) have determined that there is no other commercially reasonable performance that it could render consistent
with the express terms of the Loan Agreements which would result in all or a portion of the servicing duties being performed in
accordance with this Agreement, and (c) undertake all commercially reasonable efforts to mitigate the effects of such non-performance
including performing as much of the servicing duties as possible and performing such other commercially reasonable and/or similar
duties consistent with the terms of the Loan Agreements.


 


(b)          Notwithstanding
anything to the contrary contained herein, the exercise by the Administrative Agent, the Collateral Agent, each Lender and
the Secured Parties of their rights hereunder shall not release the Servicer, the Transferor or the Borrower from any of
their duties or responsibilities with respect to the Collateral Portfolio. The Secured Parties, the Administrative
Agent, each Lender and the Collateral Agent shall not have any obligation or liability with respect to any Collateral
Portfolio, nor shall any of them be obligated to perform any of the obligations of the Servicer hereunder.


 


(c)          Any
payment by an Obligor in respect of any Indebtedness owed by it to the Borrower shall, except as otherwise specified by such
Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a
collection of a payment by such Obligor (starting with the oldest such outstanding payment due) to the extent of any
amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.


 


SECTION 6.03      Authorization
of the Servicer.


 


(a)           Each
of the Borrower, the Administrative Agent and each Lender hereby authorizes the Servicer (including any successor thereto) to
take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the
Servicer and not inconsistent with the sale of the Collateral Portfolio to the Borrower and, thereafter, the Pledge by the
Borrower to the Collateral Agent on behalf of the Secured Parties hereunder, to collect all amounts due under any and all
Collateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments
representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction
or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the
Collateral Portfolio and, after the delinquency of any Collateral Portfolio and to the extent permitted under and in
compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the
Transferor could have done if it had continued to own such Collateral Portfolio. The Transferor, the Borrower and the
Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of
attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative
duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectability of the
Collateral Portfolio. In no event shall the Servicer be entitled to make the Secured Parties, the Administrative Agent, the
Collateral Agent or any Lender a party to any litigation without such party’s express prior written consent, or to make
the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the
Administrative Agent’s consent.


 




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(b)           After
the occurrence or declaration of the Facility Maturity Date, at the direction of the Administrative Agent, the Servicer shall
take such action as the Administrative Agent may deem necessary or advisable to enforce collection of the Collateral
Portfolio; provided that the Administrative Agent may, at any time after the occurrence or declaration of the Facility
Maturity Date, notify any Obligor with respect to any Collateral Portfolio of the assignment of such Collateral Portfolio to
the Collateral Agent on behalf of the Secured Parties and direct that payments of all amounts due or to become due be made
directly to the Administrative Agent or any servicer, collection agent or account designated by the Administrative Agent and,
upon such notification and at the expense of the Borrower, the Administrative Agent may enforce collection of any such
Collateral Portfolio, and adjust, settle or compromise the amount or payment thereof.


 


SECTION 6.04       Collection
of Payments; Accounts.


 


(a)           Collection
Efforts, Modification of Collateral Portfolio. The Servicer will use its commercially reasonable efforts and
judgment to collect or cause to be collected, all payments called for under the terms and provisions of the Loan
Assets included in the Collateral Portfolio as and when the same become due, all in accordance with the Servicing Standard.
The Servicer may not waive, modify or otherwise vary any provision of an item of Collateral Portfolio in any manner contrary
to the Servicing Standard; provided that, on and after the occurrence of an Event of Default, the prior written
consent of the Administrative Agent shall be required for any waiver, modification or variance that would impair the
collectability of the Collateral Portfolio. In addition, neither the Borrower nor the Servicer shall, without the prior
written consent of the Administrative Agent, agree to waive, modify or otherwise vary any provision of a Loan Asset in the
Collateral Portfolio if such waiver, modification or variation would increase the Borrower’s commitment or outstanding
loans thereunder or extend the maturity of any outstanding or committed loans of the Borrower thereunder so as to constitute
a Material Modification pursuant to clause (b) of the definition of “Material Modification”.


 


(b)           Acceleration.
If consistent with the Servicing Standard, the Servicer shall accelerate or vote to accelerate, as applicable, the maturity
of all or any Scheduled Payments and other amounts due under any Loan Asset promptly after such Loan Asset becomes
defaulted.


 


(c)           Taxes
and other Amounts. The Servicer will use its best efforts to collect all payments with respect to amounts due for Taxes,
assessments and insurance premiums relating to each Loan Asset to the extent required to be paid to the Borrower for such
application under the applicable Loan Agreement and remit such amounts to the appropriate Governmental Authority or
insurer as required by the Loan Agreements.


 


(d)           Payments
to Collection Account. On or before the applicable Cut-Off Date, the Servicer shall have instructed all Obligors to make
all payments in respect of the Collateral Portfolio directly to the Collection Account; provided that the Servicer is
not required to so instruct any Obligor which is solely a guarantor or other surety (or an Obligor that is not designated as
the “lead borrower” or another such similar term) unless and until the Servicer calls on the related guaranty or
secondary obligation.


 




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(e)           Controlled
Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities
account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided
herein and in the Control Agreement, prior to the delivery of a Notice of Exclusive Control the Borrower, the Servicer and
the Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that
comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the
disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a
Notice of Exclusive Control, such rights shall be exclusively held by the Collateral Agent (acting at the direction of the
Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or
other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that
(A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment
property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and
(B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New
York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the
securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other
property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall
be registered in the name of the Account Bank or if in the name of the Borrower or the Collateral Agent, Indorsed to the
Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in
no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to
the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially
Indorsed to the Account Bank or Indorsed in blank.


 


(f)            Loan
Agreements. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to
a “securities intermediary” as defined in the UCC) to the contrary, none of the Collateral Agent, the Collateral
Custodian nor any securities intermediary shall be under any duty or obligation in connection with the acquisition by the
Borrower, or the grant by the Borrower to the Collateral Agent, of any Loan Asset in the nature of a loan or a
participation in a loan to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on
behalf of the Borrower under the related Loan Agreements, or otherwise to examine the Loan Agreements, in order to determine
or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any
necessary consents). The Collateral Custodian shall hold any Instrument delivered to it evidencing any Loan Asset granted to
the Collateral Agent hereunder as custodial agent for the Collateral Agent in accordance with the terms of the Custody
Agreement.


 


(g)           Adjustments.
If (i) the Servicer makes a deposit into the Collection Account in respect of an Interest Collection or a Principal
Collection of a Loan Asset and such Interest Collection or Principal Collection was received by the Servicer in the form of a
check that is not honored for any reason or (ii) the Servicer makes a mistake with respect to the amount of any Interest
Collection or Principal Collection and deposits an amount that is less than or more than the actual amount of such
Interest Collection or Principal Collection, the Servicer shall appropriately adjust the amount subsequently deposited into
the Collection Account to reflect


 




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such dishonored check or mistake. Any Scheduled
Payment in respect of which a dishonored check is received shall be deemed not to have been paid.


 


SECTION
6.05      Realization Upon Loan Assets. The Servicer will use reasonable efforts consistent with the Servicing
Standard to foreclose upon or repossess, as applicable, or otherwise comparably convert the ownership of any Underlying
Collateral relating to a Defaulted Loan Asset as to which no satisfactory arrangements can be made for collection of
delinquent payments. In addition, the Servicer may, consistent with the Servicing Standard, sell or otherwise transfer, or if
it deems advisable to maximize recoveries, hold or cause the Borrower to hold any Defaulted Loan Asset, equity security or
other security (so long as such equity security or other security was received in lieu of debt previously contracted with
respect to a Loan Asset) received by the Borrower in connection with a default, workout, restructuring or plan of
reorganization or similar event under a Loan Asset. The Servicer will comply with the Servicing Standard and Applicable Law
in realizing upon such Underlying Collateral, and employ practices and procedures, including without limitation reasonable
efforts consistent with the Servicing Standard, (x) to enforce all obligations of the Obligors under the Loan Agreements and
other legal documentation related to such Defaulted Loan Asset and (y) to foreclose upon, repossess and cause the sale
of such Underlying Collateral at public or private sales other than with respect to any Defaulted Loan Asset, equity or other
securities that the Servicer may hold as described in the preceding sentence of this Section 6.05. Without limiting
the generality of the foregoing, unless the Administrative Agent has specifically given instruction to the contrary, the
Servicer may cause the sale of any such Underlying Collateral to the Servicer or its Affiliates for a purchase price equal to
the then fair market value thereof, any such sale to be evidenced by a certificate of a Responsible Officer of the Servicer
delivered to the Administrative Agent setting forth the Loan Asset, the Underlying Collateral, the sale price of the
Underlying Collateral and certifying that such sale price is at least equal to the fair market value of such Underlying
Collateral. In any case in which any such Underlying Collateral has suffered damage, the Servicer will not expend funds in
connection with any repair or toward the foreclosure or repossession of such Underlying Collateral unless it reasonably
determines that such repair and/or foreclosure or repossession will increase the Recoveries by an amount greater than the
amount of such expenses. The Servicer will remit to the Principal Collection Account the Recoveries received in connection
with the sale or disposition of Underlying Collateral relating to a Defaulted Loan Asset.


 


SECTION
6.06      Servicing Compensation. As compensation for its activities hereunder and reimbursement for its
expenses, the Servicer shall be entitled to be paid the Servicing Fees and reimbursement its reasonable expenses as provided
in Section 2.04.


 


SECTION
6.07      Payment of Certain Expenses by Servicer. The Servicer will be required to pay all expenses incurred by
it in connection with its activities under this Agreement, including fees and disbursements of its independent accountants,
Taxes imposed on the Servicer, expenses incurred by the Servicer in connection with payments and reports pursuant to this
Agreement, and all other fees and expenses not expressly stated under this Agreement for the account of the Borrower. The
Servicer will be required to pay all reasonable fees and expenses owing to any bank or trust company in connection with the
maintenance of the Controlled Accounts. The Borrower will reimburse the Servicer for any reasonable expenses incurred
hereunder or on behalf of the Borrower, subject to the availability of funds pursuant to Section


 




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2.04;
provided that, to the extent funds are not so available on any Payment Date to reimburse such expenses incurred during the
immediately ended Remittance Period, such reimbursement amount shall be deferred and payable on the next Payment Date on which
funds are available therefor pursuant to Section 2.04 and such deferred reimbursement amount shall bear interest beginning
on the Payment Date immediately following the Remittance Period in which such expenses were incurred until paid at an annual rate
equal to the LIBOR Yield Rate. For the avoidance of doubt, the Servicer shall remain liable for, and shall pay in accordance with
the terms hereof, all expenses payable by it as set forth in this Section 6.07 or otherwise under this Agreement, notwithstanding
any failure of the Servicer to be reimbursed on any Payment Date due to the insufficiency of funds. Following realization of the
Collateral Portfolio and distribution of proceeds in the manner provided in Section 2.04, any claims of the Servicer against
the Borrower in respect of any deferred reimbursement amount or otherwise shall be extinguished and shall not thereafter revive.


 


SECTION 6.08          Reports to the Administrative Agent;
Account Statements; Servicing Information. 


 


(a)           Notice
of Borrowing or Conversion. Not later than 1:00 p.m. on the third Business Day before (i) the Advance Date or LIBOR
Conversion Date, as applicable, for a LIBOR Advance, (ii) the Base Rate Conversion Date for a Base Rate Advance and
(iii) each reduction of Advances Outstanding pursuant to Section 2.18 and not later than 1:00 p.m. on the first
Business Day before the Advance Date for a Base Rate Advance, the Borrower (or the Servicer on its behalf) will provide a
Notice of Borrowing, a Conversion Notice or a Notice of Reduction, as applicable, and a Borrowing Base Certificate, each
updated as of such date, to the Administrative Agent (with a copy to the Collateral Agent). On each date that the Assigned
Value of an Eligible Loan Asset is changed, the Borrower (or the Servicer on its behalf) will deliver an adjusted Borrowing
Base Certificate to the Administrative Agent (with a copy to the Collateral Agent).


 


(b)           Asset
Report and Servicing Report. (i) On each Monthly Reporting Date, the Servicer will provide to the Borrower, each Lender,
the Administrative Agent and the Collateral Agent a monthly statement including the following information, as of the last
Business Day of the preceding calendar month, (A) the current list of Obligors and the Outstanding Balance of each Loan Asset
with respect to each such Obligor, (B) the current rating(s) of the Loan Assets by Moody’s or S&P, or both,
if applicable, (C) a list of all Defaulted Loan Assets, (D) an accounting of collections with respect to the Loan Assets, (E)
the aggregate Outstanding Balance of all Loan Assets as of such day, (F) the Advances Outstanding as of such day and (G) the
difference between the aggregate Outstanding Balance and the Advances Outstanding as of such day (such monthly statement, a
“Monthly Servicing Report”), such Monthly Servicing Report to be signed by a Responsible Officer of the
Servicer and the Borrower and substantially in the form of Exhibit J-1.


 


(ii)         On
each Quarterly Reporting Date and each Advance Date, the Servicer will provide to the Borrower, each Lender, the
Administrative Agent and the Collateral Agent, the Monthly Servicing Report due on such date and a quarterly statement
including (A) a Borrowing Base Certificate calculated as of the most recent Payment Date Cut-Off, (B) a summary prepared with
respect to each Obligor and with


 




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respect to each Loan Asset
for such Obligor prepared as of the most recent Payment Date Cut-Off that will be required to certify (x) that each such Loan Asset
is in compliance with all applicable covenants, (y) whether or not any such Loan Assets have become subject to a Material Modification
and (z) the most recent Fair Market Value and (if applicable) the purchase price of each such Loan Asset and (C) amounts to be
remitted pursuant to Section 2.04 to the applicable parties (which shall include any applicable wiring instructions of the
parties receiving payment) (such quarterly statement, a “Quarterly Servicing Report” and, together with the
Monthly Servicing Report, the “Servicing Reports”), such Quarterly Servicing Report to be signed by a Responsible
Officer of the Servicer and the Borrower and substantially in the form of Exhibit J-2.


 


(c)           Servicer’s
Certificate. Together with each Servicing Report, the Servicer shall submit to the Administrative Agent, each Lender and
the Collateral Agent a certificate substantially in the form of Exhibit K (a
“Servicer’s Certificate”), signed by a Responsible Officer of the Servicer, which shall include,
among other things, a certification by such Responsible Officer that no Event of Default or Unmatured Event of Default has
occurred.


 


(d)          Financial
Statements. The Servicer will submit to the Administrative Agent, each Lender and the Collateral Agent, (i) within 60
days after the end of each of its first three fiscal quarters, commencing September 30, 2015, consolidated
unaudited financial statements, quarterly equityholder letters and current capitalization levels and offering schedules of
the Servicer for the most recent fiscal quarter, and (ii) within 120 days after the end of each fiscal year, commencing with
the fiscal year ended December 31, 2015, consolidated audited financial statements of the Servicer, audited by a firm of
nationally recognized independent public accountants, as of the end of such fiscal year; provided that to the extent
any of the items required to be delivered under this Section 6.08(f) are available on the website of the Securities and
Exchange Commission, such items will be deemed to have been delivered to the Administrative Agent.


 


(e)           Tax
Returns. The Servicer shall deliver to the Administrative Agent, each Lender, and the Collateral Agent copies of all
federal, state and local tax returns and reports filed by the Borrower, the Transferor, the Parent and the Servicer, or in
which the Borrower, the Transferor or the Servicer was included on a consolidated or combined basis (excluding sales, use
and similar Taxes) within 15 days after the earlier of (i) the date such federal, state or local tax returns were filed or
(ii) the date such federal, state or local tax returns are required to be filed under Applicable Law (subject to any
extensions to file properly obtained).


 


(f)            Obligor
Financial Statements; Valuation Reports; Other Reports. The Servicer will deliver to the
Administrative Agent, the Lenders and the Collateral Agent, with respect to each Obligor, (i) within 120 days after the end
of the fiscal year of each Obligor, the audited financial statements for such Obligor and corresponding compliance
certificate for such fiscal year received by the Borrower and/or the Servicer pursuant to the Loan Agreement with respect to
such Obligor and with respect to each Loan Asset for such Obligor provided to the Borrower and/or the Servicer, (ii) upon
request of the Administrative Agent, the complete financial reporting package (including, without limitation, any compliance
certificates) with respect to any Obligor and with respect to each Loan Asset for such Obligor provided to the Borrower
and/or the Servicer quarterly, monthly or otherwise by such Obligor and (iii) asset and


 




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portfolio level monitoring
reports prepared by an Approved Valuation Firm with respect to the Loan Assets, which delivery shall be made on each Quarterly
Reporting Date. The Servicer will promptly deliver to the Administrative Agent and any Lender, upon reasonable request (and subject
to any confidentiality requirements in the applicable Loan Agreement), all other documents and information required to be delivered
by the Obligors to the Borrower with respect to any Loan Asset included in the Collateral Portfolio.


 


(g)
          Amendments to Loan Assets.


 


(i)
        The Servicer will deliver to the Administrative Agent and the Collateral Custodian a copy of any material amendment, restatement,
supplement, waiver or other material modification to the Loan Agreement of any Loan Asset (along with any internal documents prepared
by the Servicer and provided to its investment committee in connection with such amendment, restatement, supplement, waiver or
other modification) within 10 Business Days of the effectiveness of such amendment, restatement, supplement, waiver or other modification.
Together with such delivery, the Servicer shall notify the Administrative Agent of the delivery of such document and shall make
reasonable efforts to inform the Administrative Agent whether, to the actual knowledge of the Servicer, such event constitutes
a Value Adjustment Event; provided that failure by the Servicer to make such delivery shall not constitute a breach, Unmatured
Event of Default or Event of Default hereunder.


 


(ii)        The
Servicer will deliver to the Administrative Agent and the Collateral Custodian a copy of every other amendment,
restatement, supplement, waiver or other modification to the Loan Agreement of any Loan Asset (along with any internal
documents prepared by the Servicer and provided to its investment committee in connection with such amendment, restatement,
supplement, waiver or other modification) no less frequently than once per calendar year.


 


(h)           Obligor
Defaults and Bankruptcy Events. The Servicer shall give notice to the Administrative Agent within two Business Days of
the Borrower’s, the Transferor’s or the Servicer’s actual knowledge of the occurrence of any default by an
Obligor under any Loan Asset or any Bankruptcy Event with respect to any Obligor under any Loan Asset. Together with
such notification, the Servicer shall inform the Administrative Agent whether, to the knowledge of the Borrower or Servicer,
as applicable, such event constitutes a Value Adjustment Event.


 


(i)            Website
Access to Information. Notwithstanding anything to the contrary contained herein, information required to be delivered or
submitted to any Secured Party pursuant to Section 5.03(h) and this Article VI shall be deemed to have been
delivered on the date on which such information is posted on a Deal Interactive (or other replacement) website to which the
Administrative Agent has access or upon receipt of such information through e-mail or another delivery method acceptable
to the Administrative Agent. Any delivery or submission via a website, Deal Interactive or similar electronic transmission
systems shall be accompanied by email or other written notification (or as otherwise provided herein) to the intended
recipient of any such document.


 




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SECTION 6.09      Annual
Statement as to Compliance. The Servicer will provide to the Administrative Agent, each Lender and the Collateral Agent
within 120 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31,
2015, a fiscal report signed by a Responsible Officer of the Servicer certifying that (a) a review of the activities of the
Servicer, and the Servicer’s performance pursuant to this Agreement, for the fiscal period ending on the last day of
such fiscal year has been made under such Person’s supervision and (b) the Servicer has performed or has caused to be
performed in all material respects all of its obligations under this Agreement throughout such year and no Servicer
Termination Event has occurred.


 


SECTION 6.10      Annual
Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized
independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent,
each Lender and the Collateral Agent within 120 days following the end of each fiscal year of the Servicer, commencing with
the fiscal year ending on December 31, 2015, a report covering such fiscal year to the effect that such accountants have
applied certain agreed-upon procedures (a copy of which procedures are attached hereto as Schedule III, it being
understood that the Servicer and the Administrative Agent will provide an updated Schedule III reflecting any further
amendments to such Schedule III prior to the issuance of the first such agreed-upon procedures report, a copy of which
shall replace the then existing Schedule III) to certain documents and records relating to the Collateral Portfolio
under any Transaction Document, compared the information contained in the Servicing Reports and the Servicer’s
Certificates delivered during the period covered by such report with such documents and records and that no matters came to
the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article
VI, except for such exceptions as such accountants shall believe to be immaterial and such other exceptions as shall be
set forth in such statement.


 


SECTION 6.11      The
Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon
the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under
Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties
hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be
evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent. No
such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations
of the Servicer in accordance with Section 6.02.


 


ARTICLE VII.


 


EVENTS OF DEFAULT


  


SECTION 7.01      Events of Default. If any of
the following events (each, an “Event of Default”) shall occur:





  


(a)           (i)
the Borrower shall enter into one or more agreements for borrowed money other than this Agreement without the consent of the
Administrative Agent or (ii) the Servicer defaults in making any payment required to be made under one or more
agreements for


 




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borrowed money to which
it is a party in an aggregate principal amount in excess of $10,000,000 and any such failure continues unremedied for two Business
Days and such default is not cured within the applicable cure period, if any, provided for under such agreement; or


 


(b)
          (i) the rendering of one or more final judgments, decrees
or orders by a court or arbitrator of competent jurisdiction for the payment of money in excess individually or in the
aggregate of $10,000,000 against the Transferor, or $1,000,000 against the Borrower, and the Transferor or the Borrower, as
applicable, shall not have either (A) discharged or provided for the discharge of any such judgment, decree or order in
accordance with its terms or (B) perfected a timely appeal of such judgment, decree or order and caused the execution of same
to be stayed during the pendency of the appeal or (ii) the Transferor or the Borrower shall have made payments of amounts in
excess of $10,000,000 (in the case of the Transferor) or $1,000,000 (in the case of the Borrower), in the settlement of any
litigation, claim or dispute (excluding payments made from Insurance Proceeds); or


 


(c)           failure
on the part of the Borrower or the Servicer to make any payment or deposit (including, without limitation, with respect to
bifurcation and remittance of Interest Collections and Principal Collections or any other payment or deposit required to be
made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Party or
Indemnified Party) required by the terms of any Transaction Document (other than Section 2.06) within three Business
Days of the day such payment or deposit is required to be made; provided that in the case of a default in payment
resulting solely from an administrative error or omission by the Collateral Agent, such default continues for a period of
five or more Business Days after the Collateral Agent receives written notice or has actual knowledge of such administrative
error or omission (irrespective of whether the cause of such administrative error or omission has been determined); or


 


(d)          failure
to pay, on the Facility Maturity Date, the outstanding principal of all Advances Outstanding and all Yield and all Fees
accrued and unpaid thereon together with all other Obligations, including any Make-Whole Premium; or


 


(e)           failure
to remedy any Borrowing Base Deficiency within 12 Business Days in accordance with Section 2.06; or


 


(f)           without
limiting the generality of Section 7.01(c) above, failure of the Borrower to pay Yield within three Business Days of
any Payment Date or within three Business Days of when otherwise due; provided that in the case of a default
in payment resulting solely from an administrative error or omission by the Collateral Agent, such default continues for a
period of five or more Business Days after the Collateral Agent receives written notice or has actual knowledge of such
administrative error or omission (irrespective of whether the cause of such administrative error or omission has been
determined); or


 


(g)          any
failure on the part of the Borrower, the Transferor or the Parent duly to observe or perform in any material respect any
other covenants or agreements of the Borrower, the Transferor or the Parent set forth in this Agreement or the other
Transaction Documents to which the Borrower, the Transferor or the Parent is a party (it being understood, without limiting
the generality of the foregoing, that the failure of any Loan Asset to constitute an “Eligible Loan


 




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Asset” is not, in
and of itself, an Event of Default and the existence of a Borrowing Base Deficiency is not, in and of itself, an Event of Default
except to the extent provided in clause (e) immediately above) and the same continues unremedied for a period of 30 days (if such
failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same
to be remedied shall have been given to the Borrower, the Transferor or the Parent by the Administrative Agent, any Lender or Collateral
Agent and (ii) the date on which the Borrower, the Transferor or the Parent acquires knowledge thereof; or


 


(h)           the occurrence
of a Bankruptcy Event relating to the Transferor, the Parent or the Borrower; or


 


(i)
           the occurrence of a Servicer Termination Event (after giving effect to any applicable notice or cure period provided
in the definition thereof); or


 


(j)            the
Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that reputable counsel could
no longer render a substantive nonconsolidation opinion with respect to the Borrower and the Transferor; or


 


(k)           (i)         any
Transaction Document, or any lien or security interest granted thereunder, shall (except in accordance with its terms), in
whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of
the Borrower, the Transferor or the Servicer,


 


(ii)        the
Borrower, the Transferor or the Servicer or any other party shall, directly or indirectly, contest in any manner
the effectiveness, validity, binding nature or enforceability of any Transaction Document or any lien or security interest
thereunder, or


 


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


 


(l)            the
Borrower shall become required to register as an “investment company” within the meaning of the 1940 Act or the
arrangements contemplated by the Transaction Documents shall require registration as an “investment
company” within the meaning of the 1940 Act; or


 


(m)          the
Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets of the
Borrower or the Transferor and such lien shall not have been released within five Business Days, or the Pension
Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets
of the Borrower or the Transferor and such lien shall not have been released within five Business Days; or


 


(n)
          any Change of Control shall occur; or


 




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(o)          any
representation, warranty or certification made by the Borrower, the Transferor or the Parent in any Transaction Document or
in any document delivered pursuant to any Transaction Document shall prove to have been incorrect when made in any
material respect, and continues to be unremedied for a period of 30 days after the earlier to occur of (i) the date on which
written notice of such incorrectness requiring the same to be remedied shall have been given to the Borrower, the Transferor
or the Parent by the Administrative Agent, any Lender or the Collateral Agent (which shall be given at the direction of the
Administrative Agent) and (ii) the date on which a Responsible Officer of the Borrower, the Transferor or the Parent acquires
knowledge thereof; provided that an Event of Default shall not be deemed to have occurred under this clause (o) based
upon a Warranty Event if the Borrower shall have complied with the provisions of Section 2.07(c) in respect thereof;
or


 


(p)
          the Borrower ceases to have a valid, perfected ownership interest in all of the Collateral Portfolio; or


 


(q)          the
Borrower makes any assignment of its respective rights or obligations under this Agreement or any other Transaction Document
without first obtaining the specific written consent of each of the Lenders and the Administrative Agent, which consent may
be withheld by any Lender or the Administrative Agent in the exercise of its sole and absolute discretion; or


 


(r)           the
Borrower, the Servicer, the Transferor or the Parent fails to observe or perform any covenant, agreement or obligation with
respect to the management and distribution of funds received with respect to the Collateral Portfolio, and such failure
is not cured within three Business Days; or


 


(s)           (i)
failure of the Borrower to maintain at least one Independent Director, (ii) the removal of any Independent Director of the
Borrower without Cause or without giving prior written notice to the Administrative Agent and the Lenders, each as
required in the organizational documents of the Borrower or (iii) an Independent Director of the Borrower shall be appointed
without the consent of the Administrative Agent; provided that in the case of each of clauses (i) and (ii), the
Borrower shall have five Business Days to replace any Independent Director upon the receipt by a Responsible Officer of the
Borrower of notice of the death or incapacitation of the current Independent Director; or


 


(t)           other
than a Permitted BDC Merger, the dissolution, termination or liquidation in whole or in part, transfer or other
disposition, in each case, of all or substantially all of the assets of, the Borrower, the Servicer, the Transferor or the
Parent; or


 


(u)           the Unfunded Exposure Amount exceeds $20,000,000
for more than five
Business Days; or


 


(v)
         other than in connection with, relating to or arising from a Permitted BDC Merger, the certificate of incorporation,
by-laws or any other governing documents of the Parent shall be subject to an amendment that has not been consented to by the
Administrative Agent which results in a Material Adverse Effect


 




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then, by notice to the Borrower,
(x) so long as the Administrative Agent is SMBC, the Administrative Agent may, and (y) whether or not the Administrative Agent
is SMBC, the Administrative Agent at the direction of the Required Lenders shall, declare the Facility Maturity Date to have occurred;
provided that, in the case of any event described in Section 7.01(h) above, the Commitments and the Reinvestment
Period shall be deemed to have terminated automatically and the Facility Maturity Date shall be deemed to have occurred automatically
upon the occurrence of such event. Upon any such declaration or automatic occurrence, (i) the Borrower shall cease purchasing Loan
Assets, (ii) (x) so long as the Administrative Agent is SMBC, the Administrative Agent may, and (y) whether or not the Administrative
Agent is SMBC, the Administrative Agent at the direction of the Required Lenders shall, declare the Advances to be immediately
due and payable in full (without presentment, demand, protest or notice of any kind all of which are hereby waived by the Borrower)
and any other Obligations to be immediately due and payable, and (iii) all proceeds and distributions in respect of the Portfolio
Assets shall be distributed by the Collateral Agent (at the direction of the Administrative Agent) as described in Section 2.04(b)
(provided that the Borrower shall in any event remain liable to pay such Advances Outstanding and all such amounts and Obligations
in accordance with Section 2.04(d) hereof). In addition, upon any such declaration or upon any such automatic occurrence,
the Collateral Agent, on behalf of the Secured Parties and at the direction of the Administrative Agent, shall have, in addition
to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the
applicable jurisdiction and other Applicable Law, which rights shall be cumulative. Without limiting any obligation of the Servicer
hereunder, the Borrower confirms and agrees that the Collateral Agent, on behalf of the Secured Parties and at the direction of
the Administrative Agent, (or any designee thereof, including, without limitation, the Servicer), following an Event of Default,
shall, at its option, have the sole right to enforce the Borrower’s rights and remedies under each Assigned Document, but
without any obligation on the part of the Administrative Agent, the Lenders or any of their respective Affiliates to perform any
of the obligations of the Borrower under any such Assigned Document. If any Event of Default shall have occurred, the LIBOR Yield
Rate and Base Rate Yield Rate shall be increased as set forth in the definition of “Applicable Spread”, effective as
of the date of the occurrence of such Event of Default, and shall apply after the occurrence of such Event of Default.


 


SECTION 7.02             Additional
Remedies of the Administrative Agent.


 


(a)           If,
(i) upon the Administrative Agent’s or the Lenders’ declaration that the Advances Outstanding hereunder are
immediately due and payable pursuant to Section 7.01 upon the occurrence of an Event of Default, or (ii) on the
Facility Maturity Date, the aggregate outstanding principal amount of the Advances Outstanding, all accrued and unpaid Fees
and Yield and any other Obligations are not immediately paid in full, then the Collateral Agent (acting as directed by the
Administrative Agent) or the Administrative Agent, in addition to all other rights specified hereunder, shall have the right,
in its own name and as agent for the Lenders, to immediately sell (at the Servicer’s expense) in a commercially
reasonable manner, in a recognized market (if one exists) at such price or prices as the Administrative Agent may reasonably
deem satisfactory, any or all of the Collateral Portfolio and apply the proceeds thereof to the Obligations.


 




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(b)          The
parties recognize that it may not be possible to sell all of the Collateral Portfolio on a particular Business Day, or in a
transaction with the same purchaser, or in the same manner because the market for the assets constituting the
Collateral Portfolio may not be liquid. Accordingly, the Administrative Agent may elect, in its sole discretion, the time and
manner of liquidating any of the Collateral Portfolio, and nothing contained herein shall obligate the Administrative Agent
to liquidate any of the Collateral Portfolio on the date the Administrative Agent or all of the Lenders declares the Advances
Outstanding hereunder to be immediately due and payable pursuant to Section 7.01 or to liquidate all of the Collateral
Portfolio in the same manner or on the same Business Day.


 


(c)           If
the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent proposes to sell
the Collateral Portfolio or any part thereof in one or more parcels at a public or private sale, at the request of the
Collateral Agent or the Administrative Agent, as applicable, the Borrower and the Servicer shall make available to (i) the
Administrative Agent, on a timely basis, all information (including any information that the Borrower and the Servicer is
required by law or contract to be kept confidential to the extent such information can be provided without violation of such
laws or contracts) relating to the Collateral Portfolio subject to sale, including, without limitation, copies of any
disclosure documents, contracts, financial statements of the applicable Obligors, covenant certificates and any other
materials requested by the Administrative Agent, and (ii) each prospective bidder, on a timely basis, all reasonable
information relating to the Collateral Portfolio subject to sale, including, without limitation, copies of any disclosure
documents, contracts, financial statements of the applicable Obligors, covenant certificates and any other materials
reasonably requested by each such bidder; provided that with respect to this clause (ii), neither the Borrower
nor the Servicer shall be required to disclose to each such bidder any information which it is required by law or contract to
keep confidential.


 


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


 


(e)          Any
amounts received from any sale or liquidation of the Collateral Portfolio pursuant to this Section 7.02 in excess of
the Obligations will be applied by the Collateral Agent (as directed by the Administrative Agent) in accordance with the
provisions of Section 2.04(b), or as a court of competent jurisdiction may otherwise direct.


 




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(f)           The
Administrative Agent and the Lenders shall have, in addition to all the rights and remedies provided herein and provided by
applicable federal, state, foreign, and local laws (including, without limitation, the rights and remedies of a secured
party under the UCC of any applicable state, to the extent that the UCC is applicable, and the right to offset any mutual
debt and claim), all rights and remedies available to the Lenders at law, in equity or under any other agreement between any
Lender and the Borrower.


 


(g)           Except
as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other
remedy, each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to
exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of
Default.


 


(h)           Each
of the Borrower and the Servicer hereby irrevocably appoints each of the Collateral Agent and the Administrative Agent its
true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in
connection with the enforcement of the rights and remedies provided for in this Agreement, including without limitation the
following powers: (a) to give any necessary receipts or acquittance for amounts collected or received hereunder, (b) to make
all necessary transfers of the Collateral Portfolio in connection with any such sale or other disposition made pursuant
hereto, (c) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in
connection with any such sale or other disposition, the Borrower and the Servicer hereby ratifying and confirming all that
such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (d) to sign any agreements, orders or
other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral
Agent or the Administrative Agent, the Borrower shall ratify and confirm any such sale or other disposition by executing and
delivering to the Collateral Agent or the Administrative Agent all proper bills of sale, assignments, releases and other
instruments as may be designated in any such request; provided that, for the avoidance of doubt, no right under any
power of attorney furnished under this Section 7.02(h) may be exercised until after the occurrence of an Event of
Default.


 


(i)          (1)
If the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent elects to sell the
Collateral Portfolio in whole, but not in part, at a public or private sale, the Borrower may exercise its right of
first refusal to repurchase the Collateral Portfolio, in whole but not in part, prior to such sale at a purchase price that
is not less than the amount of the Obligations as of the date of such proposed sale. The Borrower’s right of first
refusal shall terminate not later than 4:00 p.m. on the second Business Day following the Business Day on which the Borrower
receives notice of the Collateral Agent’s or the Administrative Agent’s election to sell such Collateral
Portfolio, such notice to attach a copy of the winning Eligible Bid received by the Collateral Agent or the Administrative
Agent in respect of such Collateral Portfolio (other than any such Eligible Bid that the Collateral Agent or the
Administrative Agent is required by law to keep confidential).


 


(2)        If
the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent elects to sell less than
all of the Collateral Portfolio in one or more parcels at a public or private sale, the Borrower may exercise its right
of first


 




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refusal to repurchase such
portion of the Collateral Portfolio prior to such sale at a purchase price of not less than the highest Eligible Bid received in
respect of such portion of the Collateral Portfolio as of the date of such proposed sale, as notified by the Collateral Agent or
the Administrative Agent to the Borrower; provided that the Administrative Agent may direct the Collateral Agent to cancel
such sale and the Borrower shall not be permitted to acquire any such portion of the Collateral Portfolio in accordance with the
foregoing to the extent SMBC (so long as SMBC is the Administrative Agent, Collateral Agent, the Lender or the Replacement Servicer),
in its sole discretion, determines that such highest Eligible Bid is not satisfactory in any respect; provided further that,
in any subsequent sale of such portion of the Collateral Portfolio, the Borrower may exercise its right of first refusal to repurchase
such portion of the Collateral Portfolio pursuant to this Section 7.02(i). The Borrower’s right of first refusal shall
terminate not later than 4:00 p.m. on the Business Day on which the Borrower receives notice of the Collateral Agent’s or
the Administrative Agent’s election to sell such portion of the Collateral Portfolio, such notice to attach a copy of the
winning Eligible Bid received by the Collateral Agent or the Administrative Agent in respect of such Collateral Portfolio (other
than any such Eligible Bid that the Collateral Agent or the Administrative Agent is required by law to keep confidential); provided
that, if such notice is delivered after 12:00 noon on the Business Day on which the Borrower receives such notice, or if the
highest Eligible Bid received in respect of such portion of the Collateral Portfolio is greater than $25,000,000, the Borrower’s
right of first refusal shall terminate not later than 12:00 noon on the following Business Day.


 


(3)        If
the Borrower elects not to exercise its right of first refusal as provided in clauses (1) or (2) above, the
Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent shall sell such Collateral
Portfolio or portion thereof for a purchase price equal to the highest of the Eligible Bids then received provided that
SMBC (so long as SMBC is the Administrative Agent, Collateral Agent, the Lender or the Replacement Servicer) may direct the
Collateral Agent to cancel such sale to the extent SMBC (so long as SMBC is the Administrative Agent, Collateral Agent, the
Lender or the Replacement Servicer), in its sole discretion, determines that such highest Eligible Bid is not satisfactory in
any respect. For the avoidance of doubt, any determination of the highest Eligible Bid shall only consider bids for the same
parcels of the Collateral Portfolio.


 


(4)        It
is understood that the Borrower may submit its bid for the Collateral Portfolio or any portion thereof as a combined bid with
the bids of other members of a group of bidders, and shall have the right to find bidders to bid on the Collateral
Portfolio or any portion thereof.


 


(5)        It
is understood that the Borrower’s right of first refusal shall apply to each proposed sale of the same parcel of the
Collateral Portfolio.


 




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ARTICLE
VIII. 


 


INDEMNIFICATION


 


SECTION
8.01     Indemnities by the Borrower.


 


(a)
          Without
limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral
Agent or any of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify
the Affected Parties, the Secured Parties, Administrative Agent, the Lenders, the Collateral Agent and each of their respective
Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party”) from and against
any and all damages, losses, claims, liabilities and related reasonably documented costs and expenses, including reasonable attorneys’
fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded
against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement or in respect of any of
the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from (x) gross negligence, bad
faith or willful misconduct on the part of an Indemnified Party or (y) Loan Assets which are uncollectible due to the Obligor’s
financial inability to pay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified
Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (x) or
(y) above):


 


(i)
       any
Loan Asset treated as or represented by the Borrower to be an Eligible Loan Asset which is not at the applicable time an
Eligible Loan Asset, or the purchase by any party or origination of any Loan Asset which violates Applicable Law;


 


(ii)
      reliance
on any representation or warranty made or deemed made by the Borrower, the Servicer (if (A) prior to the consummation of
a Permitted BDC Merger, CCT, and (B) on or after the consummation of each Permitted BDC Merger, the applicable Permitted BDC,
or one of its Affiliates is the Servicer) or any of their respective officers under or in connection with this Agreement or any
Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made or delivered;


 


(iii)
      the failure
by the Borrower or the Servicer (if (A) prior to the consummation of a Permitted BDC Merger, CCT, and (B) on or after the
consummation of each Permitted BDC Merger, the applicable Permitted BDC, or one of its Affiliates is the Servicer) to comply with
any material term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement,
or with any Applicable Law with respect to any item of Collateral Portfolio, or the nonconformity of any item of Collateral Portfolio
with any such Applicable Law;


 


(iv)
     the
failure to vest and maintain vested in the Collateral Agent, for the benefit of the Secured Parties, a first-priority perfected
security interest in the Collateral Portfolio, free and clear of any Lien other than Permitted Liens, whether existing at the
time of the related Advance or at any time thereafter;


 






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(v)
      on
each Business Day prior to the Collection Date, the occurrence of a Borrowing Base Deficiency and the same continues unremedied
for 12 Business Days;


 


(vi)
     the failure to file, or any delay in filing,
financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction
or other Applicable Law with respect to any Loan Assets included in the Collateral Portfolio or the other Portfolio Assets related
thereto, whether at the time of any Advance or at any subsequent time;


 


(vii)
    any dispute, claim, offset or defense (other
than the discharge in bankruptcy of an Obligor) to the payment of any Loan Asset included in the Collateral Portfolio (including,
without limitation, a defense based on such Loan Asset (or the Loan Agreement evidencing such Loan Asset) not being a legal, valid
and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from
the sale of the merchandise or services related to such Collateral Portfolio or the furnishing or failure to furnish such merchandise
or services;


 


(viii)
   any failure of the Borrower or the Servicer (if (A)
prior to the consummation of a Permitted BDC Merger, CCT, and (B) on or after the consummation of each Permitted BDC Merger,
the applicable Permitted BDC, or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with
the provisions of the Transaction Documents to which it is a party or any failure by the Borrower or any Affiliate thereof to
perform its respective duties under any Collateral Portfolio;


 


(ix)
      any inability to obtain any judgment
in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the
failure of the Borrower or the Transferor to qualify to do business or file any notice or business activity report or any similar
report;


 


(x)
       any action taken by the Borrower
or the Servicer in the enforcement or collection of the Collateral Portfolio which results in any claim, suit or action of
any kind pertaining to the Collateral Portfolio or which reduces or impairs the rights of the Administrative Agent or Lender with
respect to any Loan Asset or the value of any such Loan Asset;


 


(xi)
      any products liability claim or
personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in
connection with the Underlying Collateral or services that are the subject of any Collateral Portfolio;


 


(xii)
     any claim, suit or action of any kind
arising out of or in connection with Environmental Laws relating to the Borrower or the Collateral Portfolio, including any
vicarious liability;


 




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


 


(xiv)
   any repayment by the Administrative
Agent, the Lenders or a Secured Party of any amount previously distributed in payment of Advances or payment of Yield or
Fees or any other amount due hereunder, in each case which amount the Administrative Agent, the Lenders or a Secured Party believes
in good faith is required to be repaid;


 


(xv)
    the commingling by the
Borrower or the Servicer of payments and collections required to be remitted to the Collection Account or the Unfunded Exposure
Account with other funds;


 


(xvi)
   any investigation, litigation or proceeding related to this Agreement
(or the Transaction Documents), or the use of proceeds of Advances or the Collateral Portfolio, or the administration of the Loan
Assets by the Borrower or the Servicer (unless such administration is carried out by SMBC or any of its Affiliates in the capacity
of the Servicer, if applicable);


 


(xvii)
  any failure by the Borrower
to give reasonably equivalent value to Transferor in consideration for the transfer by the Transferor to the Borrower of
any item of Collateral Portfolio or any attempt by any Person to void or otherwise avoid any such transfer under any statutory
provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code;


 


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


 


(xix)
    any failure
of the Borrower, the Servicer or any of their respective agents or representatives to remit to the Collection Account within
two Business Days of receipt, payments and collections with respect to the Collateral Portfolio remitted to the Borrower, the
Servicer or any such agent or representative (other than such a failure on the part of SMBC or any of its Affiliates in the capacity
of Servicer, if applicable).


 


(b)
         Any
amounts subject to the indemnification provisions of this Section 8.01 shall be paid by the Borrower to the Administrative
Agent (i) on or prior to the Facility Maturity Date, in accordance with the provisions of Section 2.04(a) or Section
2.04(b), as applicable, on the next Payment Date and each succeeding Payment Date until paid in full following receipt by
the Borrower of the Administrative Agent’s written demand therefor on behalf of the applicable Indemnified Party and (ii)
after the Facility Maturity Date, within five Business Days following receipt by the Borrower of the Administrative Agent’s
written demand therefor on behalf of the applicable Indemnified Party, in which case the Servicer (on behalf of the Borrower)
shall instruct the Account Bank to withdraw from the Collection Account an amount equal to such claim for payment to the Administrative
Agent (and, in each case, the Administrative Agent shall pay such amounts to the applicable Indemnified Party promptly after the
receipt by the Administrative Agent of such amounts). The Administrative Agent, on behalf of any Indemnified




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Party
making a request for indemnification under this Section 8.01, shall submit to the Borrower a certificate setting forth
in reasonable detail the basis for and the computations of the Indemnified Amounts with respect to which such indemnification
is requested, which certificate shall be conclusive absent demonstrable error.


 


(c)
          If
for any reason the indemnification provided above in this Section 8.01 is unavailable to the Indemnified Party or
is insufficient to hold an Indemnified Party harmless in respect of any losses, claims, damages or liabilities, then the Borrower
shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities
in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand
and the Borrower on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable
considerations.


 


(d)
         If
the Borrower has made any payments in respect of Indemnified Amounts to the Administrative Agent on behalf of an Indemnified
Party pursuant to this Section 8.01 and such Indemnified Party thereafter collects any of such amounts from others,
such Indemnified Party will promptly repay such amounts collected to the Borrower, without interest.


 


(e)
          The
obligations of the Borrower under this Section 8.01 shall survive the resignation or removal of the Administrative
Agent, the Lenders, the Servicer or the Collateral Agent and the termination of this Agreement.


 


SECTION
8.02      Indemnities by Servicer.


 


(a)
         Without
limiting any other rights which any Indemnified Party may have hereunder or under Applicable Law, the Servicer hereby agrees
to indemnify each Indemnified Party from and against any and all Indemnified Amounts, awarded against or incurred by any Indemnified
Party as a consequence of any of the following, excluding, however, Indemnified Amounts to the extent resulting from gross negligence,
bad faith or willful misconduct on the part of any Indemnified Party claiming indemnification hereunder:


 


(i)
        the
inclusion, in any computations made by it in connection with any Borrowing Base Certificate or other report prepared by it
hereunder, of any Loan Assets which were not Eligible Loan Assets as of the date of any such computation;


 


(ii)
      reliance on any
representation or warranty made or deemed made by the Servicer or any of its officers under or in connection with this Agreement
or any other Transaction Document, any Servicing Report, Servicer’s Certificate or any other information or report delivered
by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect
when made or deemed made or delivered;


 


(iii)
      the failure by
the Servicer to (A) comply with any material term, provision or covenant contained in this Agreement or any other Transaction
Document, or any other agreement executed in connection with this Agreement or (B) comply with any Applicable Law applicable to
it with respect to any Portfolio Assets;


 


(iv)
     any litigation, proceedings
or investigation against the Servicer;


 




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(v)
      any action
or inaction by the Servicer that causes the Collateral Agent, for the benefit of the Secured Parties, not to have a first-priority
perfected security interest in the Collateral Portfolio, free and clear of any Lien other than Permitted Liens, whether existing
at the time of the related Advance or any time thereafter;


 


(vi)
     except as permitted under
this Agreement, the commingling by the Servicer of payments and collections required to be remitted to the Collection Account
or the Unfunded Exposure Account with other funds;


 


(vii)
     any failure
of the Servicer or any of its agents or representatives to remit to Collection Account, payments and collections with respect
to Loan Assets remitted to the Servicer or any such agent or representative within two Business Days of receipt;


 


(viii)
    the failure by
the Servicer to perform any of its duties or obligations in accordance with the provisions of this Agreement or any other
Transaction Document or errors or omissions related to such duties;


 


(ix)
      any of the events
or facts giving rise to a breach of any of the Servicer’s representations, warranties, agreements and/or covenants
set forth in Article IV, Article V or Article VI or this Agreement; and/or


 


(x)
       failure or
delay in reasonably assisting a successor Servicer in assuming each and all of the Servicer’s obligations to service
and administer the Collateral Portfolio, or failure or delay in complying with reasonable instructions from the Administrative
Agent with respect thereto.


 


(b)
         Any
Indemnified Amounts shall be paid by the Servicer to the Administrative Agent, for the benefit of the applicable Indemnified
Party, within five Business Days following receipt by the Servicer of the Administrative Agent’s written demand therefor
(and the Administrative Agent shall pay such amounts to the applicable Indemnified Party promptly after the receipt by the Administrative
Agent of such amounts). The Administrative Agent, on behalf of any Indemnified Party making a request for indemnification under
this Section 8.02, shall submit to the Servicer a certificate setting forth in reasonable detail the basis for and the
computations of the Indemnified Amounts with respect to which such indemnification is requested, which certificate shall be conclusive
absent demonstrable error.


 


(c)
          If
the Servicer has made any indemnity payments to the Administrative Agent on behalf of an Indemnified Party pursuant to this
Section 8.02 and such Indemnified Party thereafter collects any of such amounts from others, such Indemnified Party will
promptly repay such amounts collected to the Servicer, without interest.


 


(d)
          The
Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes
recourse for uncollectible or uncollected Loan Assets.




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(e)
          The
obligations of the Servicer under this Section 8.02 shall survive the resignation or removal of the Administrative
Agent, the Lenders, the Collateral Agent, the Account Bank or the Collateral Custodian and the termination of this Agreement.


 


(f)
           Any
indemnification pursuant to this Section 8.02 shall not be payable from the Collateral Portfolio.


 


Each
applicable Indemnified Party shall deliver to the Indemnifying Party under Section 8.01 and Section 8.02, within
a reasonable time after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers)
received by such Indemnified Party relating to the claim giving rise to the Indemnified Amounts.


 


SECTION
8.03        Legal
Proceedings. In the event an Indemnified Party becomes involved in any action, claim, or legal, governmental or administrative
proceeding (an “Action”) for which it seeks indemnification hereunder, the Indemnified Party shall promptly
notify the other party or parties against whom it seeks indemnification (the “Indemnifying Party”) in writing
of the nature and particulars of the Action; provided that its failure to do so shall not relieve the Indemnifying Party
of its obligations hereunder except to the extent such failure has a material adverse effect on the Indemnifying Party. Upon written
notice to the Indemnified Party acknowledging in writing that the indemnification provided hereunder applies to the Indemnified
Party in connection with the Action (subject to the exclusion in the first sentence of Section 8.01, the first sentence
of Section 8.02 or Section 8.02(d), as applicable), the Indemnifying Party may assume the defense of the Action
at its expense with counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right to retain
separate counsel in connection with the Action, and the Indemnifying Party shall not be liable for the reasonable and reasonably
documented out-of-pocket outside legal fees and expenses of the Indemnified Party after the Indemnifying Party has done so; provided
that if the Indemnified Party determines in good faith that there may be a conflict between the positions of the Indemnified
Party and the Indemnifying Party in connection with the Action, or that the Indemnifying Party is not conducting the defense of
the Action in a manner reasonably protective of the interests of the Indemnified Party, the reasonable and reasonably documented
out-of-pocket outside legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party; provided further
that the Indemnifying Party shall not, in connection with any one Action or separate but substantially similar or related
Actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees or expenses
of more than one separate firm of attorneys (and any required local counsel) for such Indemnified Party, which firm (and local
counsel, if any) shall be designated in writing to the Indemnifying Party by the Indemnified Party. If the Indemnifying Party
elects to assume the defense of the Action, it shall have full control over the conduct of such defense; provided that
the Indemnifying Party and its counsel shall, as reasonably requested by the Indemnified Party or its counsel, consult with and
keep them informed with respect to the conduct of such defense. The Indemnifying Party shall not settle an Action without the
prior written approval of the Indemnified Party unless such settlement provides for the full and unconditional release of the
Indemnified Party from all liability in connection with the Action. The Indemnified Party shall reasonably cooperate with the
Indemnifying Party in connection with the defense of the Action.




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SECTION
8.04          After-Tax
Basis. Indemnification under Section 8.01 and 8.02 shall be in an amount necessary to make the Indemnified
Party whole after taking into account (i) any Tax consequences to the Indemnified Party of the receipt of the indemnity provided
hereunder, including the effect of such Tax or refund on the amount of Tax measured by net income or profits that is or was payable
by the Indemnified Party and (ii) all reductions in federal, state, local and foreign Taxes (including estimated Taxes) realized
by the Indemnified Party as a result of the event(s) giving rise to such indemnity payment for all affected taxable years and
periods.


 


ARTICLE
IX.


 


THE
ADMINISTRATIVE AGENT  


 


SECTION
9.01         The Administrative Agent.


 


(a)          
Appointment. Each Lender and each Secured
Party hereby appoints and authorizes the Administrative Agent as its agent hereunder and hereby further authorizes the Administrative
Agent to appoint additional agents to act on its behalf and for the benefit of each Lender and each Secured Party. Each Lender
and each Secured Party further authorizes the Administrative Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement and the other Transaction Documents as are delegated to the Administrative Agent by the terms
hereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere in this Agreement or in any other Transaction Document, the Administrative Agent shall not have any duties
or responsibilities, except those expressly set forth in this Agreement, nor shall the Administrative Agent have or be deemed
to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative
Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with
reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising
under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to
create or reflect only an administrative relationship between independent contracting parties.


 


(b)          
Delegation of Duties. The Administrative
Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees
or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable
care


 


(c)          
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for
any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any
of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Each Lender and each Secured
Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted
to be taken by the Administrative Agent or any of its Affiliates under or in connection with this


 




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Agreement
or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting
the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Transferor),
independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation
and shall not be responsible for any statements, warranties or representations made in or in connection with this Agreement; (iii)
shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions
of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Transferor, the Parent or the Servicer
or to inspect the property (including the books and records) of the Borrower, the Transferor, the Parent or the Servicer; (iv)
shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and
(v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any
notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed
by it to be genuine and signed or sent by the proper party or parties.


 


The
Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the
administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of
“LIBOR” or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without
limitation, whether the composition or characteristics of any such alternative, successor or replacement reference
rate, as it may or may not be adjusted pursuant to Section 11.01, will be similar to, or produce
the same value or economic equivalence of, LIBOR or have the same volume or liquidity as did the
London interbank offered rate prior to its discontinuance or unavailability.


 


(d)
          Actions
by Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action
under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Lenders
as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and
all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction
Document in accordance with a request or consent of the Lenders; provided that, notwithstanding anything to the contrary
herein, the Administrative Agent shall not be required to take any action hereunder if the taking of such action, in the reasonable
determination of the Administrative Agent, shall be in violation of any Applicable Law or contrary to any provision of this Agreement
or shall expose the Administrative Agent to liability hereunder or otherwise. In the event the Administrative Agent requests the
consent of a Lender pursuant to the foregoing provisions and the Administrative Agent does not receive a consent (either positive
or negative) from such Person within 10 Business Days of such Person’s receipt of such request, then such Lender shall be
deemed to have declined to consent to the relevant action.


 


(e)          
Notice of Event of Default, Unmatured
Event of Default or Servicer Termination Event. The Administrative Agent shall not be deemed to have knowledge or notice


 




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of
the occurrence of an Event of Default, Unmatured Event of Default or Servicer Termination Event, unless the Administrative Agent
has received written notice from a Lender, the Borrower or the Servicer referring to this Agreement, describing such Event of
Default, Unmatured Event of Default or Servicer Termination Event and stating that such notice is a “Notice of Event of
Default,” “Notice of Unmatured Event of Default” or “Notice of Servicer Termination Event,” as applicable.
The Administrative Agent shall (subject to Section 9.01(c)) take such action with respect to such Event of Default, Unmatured
Event of Default or Servicer Termination Event as may be requested by the Lenders acting jointly or as the Administrative Agent
shall deem advisable or in the best interest of the Lenders.


 


(f)
          Credit
Decision with Respect to the Administrative Agent. Each Lender and each Secured Party acknowledges that none of the Administrative
Agent or any of its Affiliates has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter
taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower, the Servicer, the Transferor,
the Parent or any of their respective Affiliates or review or approval of any of the Collateral Portfolio, shall be deemed to
constitute any representation or warranty by any of the Administrative Agent or its Affiliates to any Lender as to any matter,
including whether the Administrative Agent has disclosed material information in its possession. Each Lender and each Secured
Party acknowledges that it has, independently and without reliance upon the Administrative Agent, or any of the Administrative
Agent’s Affiliates, and based upon such documents and information as it has deemed appropriate, made its own evaluation
and decision to enter into this Agreement and the other Transaction Documents to which it is a party. Each Lender and each Secured
Party also acknowledges that it will, independently and without reliance upon the Administrative Agent, or any of the Administrative
Agent’s Affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make
its own decisions in taking or not taking action under this Agreement and the other Transaction Documents to which it is a party.
Each Lender and each Secured Party hereby agrees that the Administrative Agent shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of the Borrower, the Servicer, the Transferor or their respective Affiliates which may come into
the possession of the Administrative Agent or any of its Affiliates.


 


(g)          
Indemnification of the Administrative Agent. Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or the Servicer),
ratably in accordance with such Lender’s Pro Rata Share, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement
or any of the other Transaction Documents, or any action taken or omitted by the Administrative Agent hereunder or thereunder;
provided that the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or
willful misconduct; provided further that no action taken in accordance with the directions of the Lenders shall be deemed
to constitute gross negligence or willful misconduct for purposes of this Article IX. Without limitation of the foregoing,
each Lender agrees to reimburse the Administrative Agent, ratably in accordance with such Lender’s respective Pro Rata Share,


 




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promptly
upon demand for any reasonable out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection
with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise)
of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the
extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders hereunder and/or thereunder
and to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower or the Servicer.


 


(h)          
Successor Administrative Agent. The Administrative
Agent may resign at any time, effective upon the appointment
and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof
to each Lender and may be removed at any time with cause by the Lenders. Upon any such resignation or removal, the Lenders acting
jointly shall appoint a successor Administrative Agent which shall be an Eligible Successor Agent (as defined below); provided
that (x) so long as no Event of Default has occurred and is continuing, the Borrower shall consent in its sole discretion
to such successor Administrative Agent and (y) after an Event of Default has occurred and is continuing, the Lender may appoint
any Person as a successor Administrative Agent. Each Lender agrees that it shall not unreasonably withhold or delay its approval
of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed,
and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation
or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties,
appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized
under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or
(ii) an Affiliate of such a bank (each, an “Eligible Successor Agent”). Upon the acceptance of any appointment
as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed
to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative
Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall continue
to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.


 


(i)          
Payments by the Administrative Agent.
Unless specifically allocated to a specific Lender pursuant to the terms of this Agreement, all amounts received by the Administrative
Agent on behalf of the Lenders shall be paid by the Administrative Agent to the each Lender in accordance with such Lender’s
respective Pro Rata Shares in the applicable Advances Outstanding, or if there are no Advances Outstanding in accordance with
each Lender’s most recent Commitments, on the Business Day received by the Administrative Agent, unless such amounts are
received after 12:00 noon on such Business Day, in which case the Administrative Agent shall use its reasonable efforts to pay
such amounts to each Lender on such Business Day, but, in any event, shall pay such amounts to such Lender not later than the
following Business Day.


 




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ARTICLE
X.


 


COLLATERAL
AGENT  


 


SECTION
10.01     Designation of Collateral Agent.


 


(a)          
Initial Collateral Agent. Each of the
Lenders and the Administrative Agent hereby designate and appoint SMBC as the Collateral Agent to act as its agent for the
purposes of perfection of a security interest in the Collateral Portfolio and hereby authorizes the Collateral Agent to take such
actions on its behalf and on behalf of each of the Secured Parties and to exercise such powers and perform such duties as are
expressly granted to the Collateral Agent by this Agreement. The Collateral Agent hereby accepts such agency appointment to act
as Collateral Agent pursuant to the terms of this Agreement, until its resignation or removal as Collateral Agent pursuant to
the terms hereof.


 


(b)
          Successor
Collateral Agent. Upon the Collateral Agent’s receipt of a Collateral Agent Termination Notice from the Administrative
Agent of the designation of a successor Collateral Agent pursuant to the provisions of Section 10.05, the Collateral Agent
agrees that it will terminate its activities as Collateral Agent hereunder.


 


SECTION
10.02    Duties of Collateral
Agent.


 


(a)
          Appointment. The Borrower, the Lenders and the Administrative Agent each hereby appoints SMBC to act as Collateral Agent, for the
benefit of the Secured Parties. The Collateral Agent hereby accepts such appointment and agrees to perform the duties and obligations
with respect thereto set forth herein.


 


(b)          
Duties. On or before the initial Advance
Date, and until its removal pursuant to Section 10.05, the Collateral Agent shall perform, on behalf of the Secured
Parties, the following duties and obligations:


 


(i)
        The
Collateral Agent shall calculate amounts to be remitted pursuant to Section 2.04 to the applicable parties and notify
the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and
the Servicing Report (such dispute to be resolved in accordance with Section 2.05);


 


(ii)
       The
Collateral Agent shall instruct the Account Bank to make payments
pursuant to the terms of the Servicing Report or as otherwise directed in accordance with Sections 2.04 or 2.05
(the “Payment Duties”).


 


(iii)
     In no instance
shall the Collateral Agent be under any duty or obligation to take any action on behalf of the Servicer in respect of the
exercise of any voting or consent rights, or similar actions, unless it receives specific written instructions from the Servicer,
prior to the occurrence of an Event of Default or the Administrative Agent, after the occurrence of Event of Default, in which
event the Collateral Agent shall vote, consent or take such other action in accordance with such instructions.




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(c)
          (i)          The
Administrative Agent, each Lender and each Secured Party further authorizes the Collateral Agent to take such action as agent
on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated
to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance,
and without limiting the generality of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction
of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action
that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests
granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including,
without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements,
or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and
such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section
10.02(c) shall be deemed to relieve the Borrower or the Servicer of their respective obligations to protect the interest of
the Collateral Agent (for the benefit of the Secured Parties) in the Collateral Portfolio, including to file financing and continuation
statements in respect of the Collateral Portfolio in accordance with Section 5.01(t).


 


(ii)       
The Administrative Agent may direct the Collateral
Agent to take any such incidental action hereunder. 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 direction of the Administrative Agent; provided that the Collateral Agent shall not be required to take any action
hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable
determination of the Collateral Agent, (A) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement
or (B) shall expose the Collateral Agent to liability hereunder or otherwise (unless it has received indemnity which it reasonably
deems to be satisfactory with respect thereto). In the event the Collateral Agent requests the consent of the Administrative Agent
and the Collateral Agent does not receive a consent (either positive or negative) from the Administrative Agent within 10 Business
Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant
action.


 


(iii)
      Except as
expressly provided herein, the Collateral Agent shall not be under any duty or obligation to take any affirmative action
to exercise or enforce any power, right or remedy available to it under this Agreement (x) unless and until (and to the extent)
expressly so directed by the Administrative Agent or (y) prior to the Facility Maturity Date (and upon such occurrence, the Collateral
Agent shall act in accordance with the written instructions of the Administrative Agent pursuant to clause (x)). The Collateral
Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured
Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent, or the Administrative
Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default,
unless a Responsible


 




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Officer
of the Collateral Agent has knowledge of such matter or written notice thereof is received by the Collateral Agent.


 


(d)          
If, in performing its duties under this Agreement,
the Collateral Agent is required to decide between alternative courses of action, the Collateral Agent may request written
instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive
such instructions within two Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to,
take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received
after such two Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action
inconsistent with such instructions. The Collateral Agent shall be entitled to rely on the advice of legal counsel and independent
accountants in performing its duties hereunder and shall be deemed to have acted in good faith if it acts in accordance with such
advice.


 


(e)
          Concurrently
herewith, the Administrative Agent directs the Collateral Agent and the Collateral Agent is authorized to enter into the
Control Agreement. For the avoidance of doubt, all of the Collateral Agent’s rights, protections and immunities provided
herein shall apply to the Collateral Agent for any actions taken or omitted to be taken under the Control Agreement in such capacity.


 


SECTION
10.03    Merger or Consolidation.


 


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


 


SECTION
10.04    Collateral Agent
Compensation.


 


As
compensation for its Collateral Agent activities hereunder, the Collateral Agent shall be entitled to the Collateral Agent Fees
and Collateral Agent Expenses from the Borrower, payable to the extent of funds available therefor pursuant to the provisions
of Section 2.04. Each respective Collateral Agent’s entitlement to receive the Collateral Agent Fees shall
cease on the earliest to occur of: (i) its removal as Collateral Agent pursuant to Section 10.05, (ii) its resignation
pursuant to Section 10.07 and (iii) the termination of this Agreement.


 


SECTION
10.05    Collateral Agent
Removal.


 


The
Collateral Agent may be removed, with or without cause, by the Administrative Agent by notice given in writing to the Collateral
Agent (the “Collateral Agent Termination Notice”); provided that, notwithstanding its receipt of a Collateral
Agent Termination Notice, the Collateral Agent shall continue to act in such capacity until a successor Collateral Agent has been
appointed and has agreed to act as Collateral Agent hereunder;


 




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provided
that the Collateral Agent shall continue to receive compensation of its fees and expenses in accordance with Section 10.04
above while so serving as the Collateral Agent prior to a successor Collateral Agent being appointed.


 


SECTION
10.06    Limitation on Liability.


 


(a)
          The
Collateral Agent may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion,
notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that
has been signed by the proper party or parties. The Collateral Agent may rely conclusively on and shall be fully protected in
acting upon (i) the written instructions of any designated officer of the Administrative Agent or (ii) the verbal instructions
of the Administrative Agent.


 


(b)
          The
Collateral Agent may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance
with the advice or opinion of such counsel.


 


(c)
          The
Collateral Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good
faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except
in the case of its willful misconduct or grossly negligent performance or omission of its duties.


 


(d)
          The
Collateral Agent makes no warranty or representation and shall have no responsibility (except as expressly set forth in this
Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability
of the Collateral Portfolio, and will not be required to and will not make any representations as to the validity or value (except
as expressly set forth in this Agreement) of any of the Collateral Portfolio. The Collateral Agent shall not be obligated to take
any legal action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity
reasonably satisfactory to it.


 


(e)
         The
Collateral Agent shall have no duties or responsibilities except such duties and responsibilities as are specifically set
forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Agent. Notwithstanding
any provision to the contrary elsewhere in the Transaction Documents, the Collateral Agent shall not have any fiduciary relationship
with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities
shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Collateral Agent. Without limiting
the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Collateral
Agent shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility.


 


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


 




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


 


(h)
          Subject
in all cases to the last sentence of Section 2.05, in case any reasonable question arises as to its duties hereunder,
the Collateral Agent may, prior to the occurrence of an Event of Default or the Facility Maturity Date, request instructions from
the Servicer and may, after the occurrence of an Event of Default or the Facility Maturity Date, request instructions from the
Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions
from the Servicer or the Administrative Agent, as applicable. The Collateral Agent shall in all events have no liability, risk
or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent. In no event shall
the Collateral Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not
limited to lost profits), even if the Collateral Agent has been advised of the likelihood of such loss or damage and regardless
of the form of action.


 


(i)
          The
Collateral Agent shall not be liable for the acts or omissions of the Collateral Custodian under this Agreement and shall
not be required to monitor the performance of the Collateral Custodian. Notwithstanding anything herein to the contrary, the Collateral
Agent shall have no duty to perform any of the duties of the Collateral Custodian under this Agreement.


 


SECTION
10.07    Collateral Agent Resignation.


 


The
Collateral Agent may resign at any time by giving not less than 90 days written notice thereof to the Administrative Agent and
with the consent of the Administrative Agent, which consent shall not be unreasonably withheld. Upon receiving such notice of
resignation, the Administrative Agent shall promptly appoint a successor collateral agent or collateral agents by written instrument,
in duplicate, executed by the Administrative Agent, one copy of which shall be delivered to the Collateral Agent so resigning
and one copy to the successor collateral agent or collateral agents, together with a copy to the Borrower, Servicer and Collateral
Custodian. If no successor collateral agent shall have been appointed and an instrument of acceptance by a successor Collateral
Agent shall not have been delivered to the Collateral Agent within 45 days after the giving of such notice of resignation, the
resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.
Notwithstanding anything herein to the contrary, the Collateral Agent may not resign prior to a successor Collateral Agent being
appointed.


 


ARTICLE
XI.


 


MISCELLANEOUS


 


SECTION
11.01    Amendments and Waivers.


 


(a)
          (i)
        No amendment or modification of any provision of this Agreement shall be
effective without the written agreement of the Borrower, the Servicer, the Required Lenders, the Administrative Agent and, solely
if such amendment or modification would


 






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adversely
affect the rights and obligations of the Collateral Agent, the written agreement of the Collateral Agent and (ii) no termination
or waiver of any provision of this Agreement or consent to any departure therefrom by the Borrower or the Servicer shall be effective
without the written concurrence of the Administrative Agent and the Required Lenders. Any waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.


 


(b)
          Notwithstanding
the provisions of Section 11.01(a), the written consent of all of the Lenders shall be required for any amendment,
modification or waiver (i) reducing any Advances Outstanding, or the Yield thereon, (ii) postponing any date for any payment of
any Advance or the Yield thereon, (iii) modifying the provisions of this Section 11.01, (iv) modifying the provisions of
Section 2.04 or (v) extending the Stated Maturity Date or clause (i) of the definition of “Reinvestment Period”;
provided that any amendment, modification or waiver to correct any inconsistency or cure any ambiguity or error in this
Agreement may be entered into with the written consent of only the Borrower, the Servicer and the Administrative Agent.


 


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


 




(d) 
          In connection with the implementation of a Benchmark Replacement, the Administrative
Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to
the contrary herein or in any other Transaction Document, any amendments implementing such Benchmark Replacement Conforming Changes
will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document.


 




(e)
          The Administrative Agent will promptly notify the Borrower, the Collateral
Agent and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its
related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark
Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and
(v) the commencement or conclusion of any


 




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Benchmark
Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable,
any Lender (or group of Lenders) pursuant to this Section 11.01, including any determination with respect to a tenor, rate or
adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking
any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion
and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly
required pursuant to this Section 11.01.


 




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


 




(g)
          Upon the Borrower’s receipt of notice of the commencement of
a Benchmark Unavailability Period, the Borrower may revoke any request for a LIBOR Advance, conversion to or continuation
of a LIBOR Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower
will be deemed to have converted any such request into a request for a Base Rate Advance or conversion to a Base Rate Advance.


 


SECTION
11.02   Notices, Etc. All
notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile
communication and communication by e-mail) and faxed, e-mailed or delivered, to each party hereto, as follows:


 


To
the Borrower:


 


CCT
Tokyo Funding LLC


[201
Rouse Boulevard


Philadelphia,
PA 19112]


Attention:
William Goebel


Facsimile:
215-339-1931


Email:
credit.notices@fsinvestment.com; 


kkrcreditlegal@kkr.comkkrcreditlegal@kkr.com


 




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To
the Servicer or the Transferor:


 


FS
KKR Capital Corp.


201
Rouse Boulevard


Philadelphia,
PA 19112


Attention:
William Goebel


Facsimile:
215-339-1931


Email:
credit.notices@fsinvestment.com; 


kkrcreditlegal@kkr.comkkrcreditlegal@kkr.com


 


To
the Administrative Agent and the Collateral Agent:


 


Sumitomo
Mitsui Banking Corporation


277
Park Avenue


New
York, NY 10172


Attention:
Christopher Keeshan


Telephone:
212-224-4967


Facsimile:
212-224-5198


 


To
the Lender:


 


Sumitomo
Mitsui Banking Corporation


277
Park Avenue


New
York, NY 10172


Attention:
Christopher Keeshan


Telephone:
212-224-4967


Facsimile:
212-224-5198


 


or
at such other address as shall be designated by such party in a written notice to the other parties hereto. Notices and communications
by facsimile and e-mail shall be effective when sent (and shall be followed by hard copy sent by regular mail), and notices and
communications sent by other means shall be effective when received.


 


SECTION
11.03     No Waiver;
Remedies. No failure on the part of the Administrative Agent, the Collateral Agent or any Lender to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.


 


SECTION
11.04    Binding Effect;
Assignability; Multiple Lenders.


 


(a)          
This Agreement shall be binding upon and inure
to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Collateral Agent and their respective
successors and permitted assigns. Each Lender and their respective successors and assigns may assign, syndicate, or grant a security
interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and
interest herein in whole or in part (including by way of the sale of participation interests therein) and/or (ii) any Advance
(or


 




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portion
thereof) or any Variable Funding Note (or any portion thereof) to any Person other than the Borrower or an Affiliate thereof;
provided that (x) so long as no Event of Default has occurred, unless the Borrower shall otherwise consent, a Lender may
only assign, syndicate, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate
and (y) after an Event of Default has occurred, a Lender may assign its rights and obligations hereunder to any Person without
restriction. Any such assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed
assignment and acceptance substantially in the form of Exhibit M hereto (an “Assignment and Acceptance”)
and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute
and the Lender record in its books and records, such agreement or document as may be satisfactory to such parties. To the fullest
extent effective under Applicable Law (including Section 9-408 of the UCC), none of the Borrower, the Transferor, the Parent or
the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder
or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each
Lender and the Administrative Agent.


 


(b)          
Notwithstanding any other provision of this Section
11.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including,
without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to
a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent; provided that no such
pledge or grant of a security interest shall release such Lender from any of its obligations hereunder, or substitute any such
pledgee or grantee for such Lender as a party hereto.


 


(c)
          Each
Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.


 


SECTION
11.05      Term
of This Agreement. This Agreement, including, without limitation, the Borrower’s representations and covenants
set forth in Articles IV and V and the Servicer’s representations, covenants and duties set forth in Articles
IV, V and VI, shall remain in full force and effect until the Collection Date; provided that the rights
and remedies with respect to any breach of any representation and warranty made or deemed made by the Borrower or the Servicer
pursuant to Articles III and IV and the indemnification and payment provisions of Article VIII, IX
and Article XI and the provisions of Section 2.10, Section 2.11, Section 11.07, Section 11.08
and Section 11.09 shall be continuing and shall survive any termination of this Agreement.


 


SECTION
11.06      GOVERNING LAW; JURY WAIVER. THIS AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.


 






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SECTION
11.07       Costs, Expenses and Taxes.


 


(a)           In
addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their
respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer
agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative
Agent, the Lenders and the Collateral Agent incurred in connection with the preparation, execution, delivery, administration
(including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender),
renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction
Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the
reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the
Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and
the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered
hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any
(including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the
Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement or any
Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.


 


(b)           (i)
The Borrower shall pay on any Payment Date and (ii) the Servicer and the Transferor shall pay on demand, in each case, any
and all stamp, sales, excise and other Taxes (excluding Taxes imposed on or measured by net income) and fees payable or
determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of
this Agreement, the other Transaction Documents or any other document providing liquidity support, credit enhancement or
other similar support to the Lenders in connection with this Agreement or the funding or maintenance of Advances
hereunder.


 


(c)           The
Servicer and the Transferor (on behalf of the Borrower) shall pay on demand all other reasonable out-of-pocket costs and
expenses incurred by the Administrative Agent, the Lenders and the Collateral Agent in connection with the execution,
delivery, filing and recording of this Agreement and the other Transaction Documents including, in connection with periodic
audits of the Borrower’s, the Transferor’s or the Servicer’s books and records in accordance with the terms
of this Agreement.


 


(d)           Any
demand or request for payment of any amounts payable pursuant to this Section 11.07 will be made first to
the Borrower; provided that the Servicer and the Transferor agree, jointly and severally, to pay such amounts on
behalf of the Borrower if the Borrower does not pay such amounts (i) prior to the Facility Maturity Date, on the next Payment
Date or (ii) after the Facility Maturity Date, within five Business Days of such demand or request.


 


SECTION
11.08        No Proceedings. Each of the parties hereto (other than the
Administrative Agent with the consent of the Lender) agree that it will not institute against, or join any other Person in
instituting against, the Borrower any proceedings of the type referred to


 




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in the definition of Bankruptcy Event so long
as there shall not have elapsed one year and one day (or such longer preference period as shall then be in effect) since the Collection
Date.


 


The provisions
of this Section 11.08 are a material inducement for the Administrative Agent, the Collateral Agent and the Lenders to enter
into this Agreement and the transactions contemplated hereby and are an essential term hereof. The Collateral Agent (acting as
directed by the Administrative Agent) with the consent of the Lenders may seek and obtain specific performance of such provisions
(including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding-up, insolvency,
moratorium or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws or any similar
laws.


 


SECTION 11.09        Recourse
Against Certain Parties.


 


(a)           No
recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any
fees or any other obligations) of the Administrative Agent, the Lenders or any Secured Party as contained in this
Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders or any Secured
Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the
Lenders or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative
Agent, the Lenders or any Secured Party or of any such administrator, as such, by the enforcement of any assessment or by any
legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that
the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents
entered into by the Administrative Agent, the Lenders or any Secured Party pursuant hereto or in connection herewith are, in
each case, solely the corporate obligations of such party (and nothing in this Section 11.09 shall be construed to
diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or
be incurred by any administrator of the Administrative Agent, the Lenders or any Secured Party or any incorporator,
stockholder, affiliate, officer, employee or director of the Lenders or the Administrative Agent or of any such
administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the
Administrative Agent, the Lenders or any Secured Party contained in this Agreement or in any other such instruments,
documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the
Administrative Agent, the Lenders or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or
director of the Administrative Agent, the Lenders or any Secured Party or of any such administrator, or any of them, for
breaches by the Administrative Agent, the Lenders or any Secured Party of any such obligations, covenants or agreements,
which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly
waived as a condition of and in consideration for the execution of this Agreement.


 


(b)           Notwithstanding
any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor, the Parent or the Servicer or
any other Person against the Administrative Agent, the Lenders or any Secured Party or their respective
Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages
in respect to any claim for breach of contract or any other theory of liability arising out


 




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of or related to the transactions
contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor,
the Parent and the Servicer each hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or
not accrued and whether or not known or suspected.


 


(c)           No
obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative
Agent, the Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby.


 


(d)           The
provisions of this Section 11.09 shall survive the termination of this Agreement.


 


SECTION 11.10        Execution
in Counterparts; Severability; Integration. This Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement
by e-mail in portable document format (.pdf) or facsimile shall be effective as delivery of a manually executed counterpart of
this Agreement. In the event that any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision
or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. This Agreement and any agreements
or letters (including fee letters) executed in connection herewith contains the final and complete integration of all prior expressions
by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto
with respect to the subject matter hereof, superseding all prior oral or written understandings other than any fee letter delivered
by the Servicer to the Administrative Agent and the Lenders.


 


SECTION 11.11       Consent
to Jurisdiction; Service of Process.


 


(a)           Each
party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in
the Borough of Manhattan in New York City in any action or proceeding arising out of or relating to the Transaction
Documents, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be
heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The parties
hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to
the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law.


 


(b)            Each
of the Borrower and the Servicer agrees that service of process may be effected by mailing a copy thereof by registered or
certified mail, postage prepaid, to the Borrower or the Servicer, as applicable, at its address specified in Section
11.02 or at such other address as the Administrative Agent shall have been notified in accordance herewith. Nothing in
this Section 11.11 shall affect the right of the Lenders or the Administrative Agent to serve legal process in any
other manner permitted by law.


 




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SECTION 11.12        Characterization
of Conveyances Pursuant to the Purchase and Sale Agreement.


 


(a)             It
is the express intent of the parties hereto that the conveyance of any Eligible Loan Assets by the Transferor to the Borrower
as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and
subject to the tax characterization of the Borrower and the Advances described in Section 5.01(aa) and Section
5.02(j) hereof) as, a sale by the Transferor of such Eligible Loan Assets. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Eligible Loan Assets by the Transferor to the Borrower to secure a
debt or other obligation of the Transferor. However, in the event that, notwithstanding the intent of the parties, the
Eligible Loan Assets are held to continue to be property of the Transferor, then the parties hereto agree that: (i) the
Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the
Purchase and Sale Agreement, the transfer of the Eligible Loan Assets provided for in the Purchase and Sale Agreement shall
be deemed to be a grant by the Transferor to the Borrower of a first-priority security interest (subject only to Permitted
Liens) in all of the Transferor’s right, title and interest in and to the Eligible Loan Assets and all amounts payable
to the holders of the Eligible Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all
amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities
or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loan Assets and such
other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause
(iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons
holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for
the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the
interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest
created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this
Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale
Agreement were deemed to create a security interest in the Eligible Loan Assets, such security interest would be deemed to be
a first-priority perfected security interest (subject only to Permitted Liens) under Applicable Law and will be maintained as
such throughout the term of this Agreement.


 


(b)             It
is the intention of each of the parties hereto that any Eligible Loan Assets conveyed by the Transferor to the
Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of
the Transferor’s estate in the event of the filing of a bankruptcy petition by or against the Transferor under any
bankruptcy or similar law.


 


(c)             The
Borrower agrees to treat, and shall cause the Transferor to treat, for all purposes (other than accounting purposes and
subject to the tax characterization of the Borrower and the Advances described in Section 5.01(aa) and Section
5.02(j) hereof), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The
Borrower and the Servicer each hereby agree to cause the Transferor to reflect in the Transferor’s financial


 




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records and to include a
note in the annual and quarterly financial statements of (A) prior to the consummation of a Permitted BDC Merger, CCT, and (B)
on or after the consummation of each Permitted BDC Merger, the applicable Permitted BDC, indicating that: (i) assets related to
transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting
sale treatment are reflected in the consolidated balance sheet of CCT, as finance receivables pledged and non-recourse, secured
borrowings and (ii) those assets are owned by a special purpose entity that is consolidated in the financial statements of CCT,
and the creditors of that special purpose entity have received security interests in such assets and such assets are not intended
to be available to the creditors of sellers (or any affiliate of the sellers) of such assets to that special purpose entity.


 


SECTION 11.13       Confidentiality.


 


(a)           Each
of the Administrative Agent, the Lenders, the Servicer, the Collateral Agent, the Borrower and the Transferor shall maintain
and shall cause each of its employees and officers to maintain the confidentiality of the Agreement and all information with
respect to the other parties, including all information regarding the business of the Borrower and the Servicer hereto
and their respective businesses, and all information in connection with or related to the Loan Agreements (including but not
limited to any information provided pursuant to Section 6.08), obtained by it or them in connection with the
structuring, negotiating and execution of the transactions contemplated herein, except that each such party and its officers
and employees may (i) disclose such information to its external accountants, investigators, auditors, attorneys or other
agents, including any Approved Valuation Firm engaged by such party in connection with any due diligence or comparable
activities with respect to the transactions and Loan Assets contemplated herein and the agents of such Persons
(“Excepted Persons”); provided that each Excepted Person shall, as a condition to any such
disclosure, agree for the benefit of the Administrative Agent, the Lenders, the Servicer, the Collateral Agent, the Borrower
and the Transferor that such information shall be used solely in connection with such Excepted Person’s evaluation of,
or relationship with, the Borrower and its affiliates, (ii) disclose the existence of the Agreement, but not the financial
terms thereof, (iii) disclose such information as is required by Applicable Law and (iv) disclose the Agreement and such
information in any suit, action, proceeding or investigation (whether in law or in equity or pursuant to arbitration)
involving any of the Transaction Documents for the purpose of defending itself, reducing its liability, or protecting or
exercising any of its claims, rights, remedies, or interests under or in connection with any of the Transaction
Documents. Notwithstanding the foregoing provisions of this Section 11.13(a), the Servicer may, subject to Applicable
Law and the terms of any Loan Agreements, make available copies of the documents in the Servicing Files and such other
documents it holds in its capacity as Servicer pursuant to the terms of this Agreement, to any of its creditors. It is
understood that the financial terms that may not be disclosed except in compliance with this Section 11.13(a) include,
without limitation, all fees and other pricing terms, and all Events of Default, Servicer Termination Events, and priority of
payment provisions.


 


(b)            Anything
herein to the contrary notwithstanding, the Borrower and the Servicer each hereby consents to the disclosure of any nonpublic
information with respect to it (i) to the Administrative Agent, the Lenders, the Account Bank, the Collateral Agent or the
Collateral Custodian by each other, (ii) by the Administrative Agent, the Lender, the Collateral Agent and the
Collateral Custodian to any prospective or actual permitted assignee or participant


 




    149 


     


    

of any of
them, provided that, (A) so long as no Event of Default has occurred, such Person would be permitted to be an assignee
or participant pursuant to the terms hereof and (B) such Person agrees to hold such information confidential by entering into
a confidentiality agreement in a form containing standard non-disclosure language from the LSTA model documentation, or (iii)
by the Administrative Agent, the Lenders, the Account Bank, the Collateral Agent and the Collateral Custodian to any provider
of a surety, guaranty or credit or liquidity enhancement to any Lender, as applicable, and to any officers, directors,
employees, outside accountants and attorneys of any of the foregoing, provided each such Person is informed of the
confidential nature of such information. In addition, the Lenders, the Administrative Agent, the Collateral Agent, the
Account Bank and the Collateral Custodian may disclose any such nonpublic information as required pursuant to any law, rule,
regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or
not having the force or effect of law).


 


(c)            Notwithstanding
anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information
that is or becomes publicly known; (ii)    disclosure
of any and all information (a) if required to do so by any applicable statute, law, rule or regulation, (b) to any government
agency or regulatory body having or claiming authority to regulate or oversee any aspects of the Lenders’, the
Administrative Agent’s, the Collateral Agent’s, the Account Bank’s or the Collateral Custodian’s
business or that of their affiliates, (c) pursuant to any subpoena, civil investigative demand or similar demand or request
of any court, regulatory authority, arbitrator or arbitration to which the Administrative Agent, any Lender, the Collateral
Agent, the Collateral Custodian or the Account Bank or an officer, director, employer, shareholder or affiliate of any of the
foregoing is a party, (d) in any preliminary or final offering circular, registration statement or contract or other document
approved in advance in writing by the Borrower, the Servicer or the Transferor or (e) to any affiliate, independent or
internal auditor, agent, employee or attorney of the Collateral Agent or the Collateral Custodian having a need to know the
same, provided that the disclosing party advises such recipient of the confidential nature of the information being
disclosed; or (iii) any other disclosure authorized by the Borrower, Servicer or the Transferor, as applicable.


 


SECTION
11.14        Non-Confidentiality of Tax Treatment.


 


All
parties hereto agree that each of them and each of their employees, representatives, and other agents may disclose to any and all
Persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including,
without limitation, opinions or other tax analyses) that are provided to any of them relating to such tax treatment and tax structure.
“Tax treatment” and “tax structure” shall have the same meaning as such terms have for purposes of Treasury
Regulation Section 1.60114; provided that with respect to any document or similar item that in either case contains information
concerning the tax treatment or tax structure of the transaction as well as other information, the provisions of this Section
11.14 shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of
the transactions contemplated hereby.


 




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SECTION 11.15       Waiver
of Set Off.


 


Each
of the parties hereto hereby waives any right of setoff it may have or to which it may be entitled under this Agreement from time
to time against the Administrative Agent, the Collateral Agent, the Lenders or their respective assets.


 


SECTION 11.16        Headings
and Exhibits.


 


The headings
herein are for purposes of references only and shall not otherwise affect the meaning or interpretation of any provision hereof.
The schedules and exhibits attached hereto and referred to herein shall constitute a part of this Agreement and are incorporated
into this Agreement for all purposes.


 


SECTION 11.17        Ratable
Payments.


 


If any
Lender, whether by setoff or otherwise, shall obtain any payment (whether voluntary, involuntary, through the exercise of any right
of setoff, or otherwise) on account of Advances owing to it (other than pursuant to Breakage Fees, Section 2.10 or Section
2.11) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall
forthwith purchase from the other Lenders such participations in the Advances Outstanding owing to them as shall be necessary to
cause such purchasing Lender to share the excess payment ratably with each of them; provided that if all or any portion
of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and
such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal
to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to
(ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing
Lender in respect of the total amount so recovered.


 


SECTION
11.18        Failure of Borrower or Servicer to Perform Certain Obligations.


 


If the
Borrower or the Servicer, as applicable, fails to perform any of its agreements or obligations under Section 5.01(t), Section
5.02(q) or Section 5.03(e), the Administrative Agent may (but shall not be required to) itself perform, or cause performance
of, such agreement or obligation, and the expenses of the Administrative Agent incurred in connection therewith shall be payable
by the Borrower or the Servicer (on behalf of the Borrower), as applicable, upon the Administrative Agent’s demand therefor.


 


SECTION
11.19        Power of Attorney. The Borrower irrevocably authorizes the Administrative Agent and
appoints the Administrative Agent as its attorney-in-fact to act on behalf of the Borrower (i) to file financing statements
necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and
priority of the interest of the Secured Parties in the Collateral Portfolio and (ii) to file a carbon, photographic or other
reproduction of this Agreement or any financing statement with respect to the Collateral Portfolio as a financing statement
in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain
the perfection and priority




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of the interests of the Secured Parties in the
Collateral Portfolio. This appointment is coupled with an interest and is irrevocable.


 


SECTION
11.20        Delivery of Termination Statements, Releases, etc. Upon payment in full of all of the Obligations
(other than unmatured contingent indemnification obligations) and the termination of this Agreement, the Administrative Agent
and the Collateral Agent shall deliver to the Borrower termination statements, reconveyances, releases and other documents
necessary or appropriate to evidence the termination of the Pledge and other Liens securing the Obligations, all at the
expense of the Borrower


 


SECTION
11.21        Permitted BDC Merger. Notwithstanding that the consummation of a Permitted BDC Merger may be
undertaken in discrete steps, the order of such events shall not result in any Event of Default, Unmatured Event of Default
or Servicer Termination Event so long as the Successor Servicer is otherwise in compliance with the terms of this Agreement
and the other Transaction Documents immediately after the consummation of such Permitted BDC Merger. Upon the consummation of
a Permitted BDC Merger,


 


(a)           the
obligations of the non-surviving Servicer in respect of any Obligations, indemnities and fees and expenses owed by it shall
be deemed assumed by the Successor Servicer in such Permitted BDC Merger, and


 


(b)           each
non-surviving Servicer shall be released from all representations, warranties and covenants made by it hereunder or under any
other Transaction Document and such non-surviving Servicer shall no longer be deemed a “Servicer”
and/or “Parent”, as applicable, for any purpose hereunder or under the other Transaction Documents and, to the
extent any provision of this Agreement or any other Transaction Document would be violated or breached by such non-surviving
Servicer (or any non-compliance by such non-surviving Servicer with any such provision would result in an Event of Default,
Unmatured Event of Default or Servicer Termination Event) as a result of the consummation of such Permitted BDC Merger, such
provision shall be deemed modified with respect to such non-surviving Servicer to the extent necessary to give effect to such
Permitted BDC Merger.


 


[Signature pages to
follow]


 




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IN WITNESS WHEREOF, the parties
have caused this Agreement to he executed by their respective officers thereunto duly authorized, as of the date first above written,


 




    153 


     


    

 


SCHEDULE I


 


CONDITIONS PRECEDENT DOCUMENTS


 


As
required by Section 3.01 of the Loan and Servicing Agreement, each of the following items must be delivered to the Administrative
Agent and the Lenders prior to the effectiveness of the Loan and Servicing Agreement:


 


(a)          
A copy of the Loan and Servicing Agreement duly executed by each of the parties hereto;


 


(b)
         A certificate of the secretary or assistant secretary of each of
the Borrower, the Transferor and the Servicer, dated the date of the Loan and Servicing Agreement, certifying (i) the names
and true signatures of the incumbent officers of such Person authorized to sign on behalf of such Person the Transaction
Documents to which it is a party (on which certificate the Administrative Agent and the Lenders may conclusively rely until
such time as the Administrative Agent and the Lenders shall receive from the Borrower, the Transferor or the Servicer, as
applicable, a revised certificate meeting the requirements of this paragraph (b)(i)), (ii)  that
the copy of the certificate of formation or articles of incorporation of such Person, as applicable, is a complete and
correct copy and that such certificate of formation or articles of incorporation have not been amended, modified or
supplemented and are in full force and effect, (iii)  that
the copy of the limited liability company agreement or by-laws, as applicable, of such Person are a complete and correct
copy, and that such limited liability company agreement or by-laws have not been amended, modified or supplemented and are in
full force and effect, and (iv)  the resolutions of the
board of directors or managers of such Person approving and authorizing the execution, delivery and performance by such
Person of the Transaction Documents to which it is a party;


 


(c)           A good standing certificate, dated as of a recent date prior to the Closing Date for each of the Borrower, the Transferor
and the Servicer, issued by the Secretary of State of such Person’s State of formation or organization, as applicable;


 


(d)           Duly executed Powers of Attorney from each of the Borrower and CCT to the Administrative Agent and to the Collateral Agent;


 


(e)          
Duly executed Variable Funding Note(s), if requested by any Lender;


 


(f)            Financing statements (the “Facility Financing Statements”) describing the Collateral Portfolio, and
(i) naming the Borrower as debtor and the Collateral Agent, on behalf of the Secured Parties, as secured party, (ii) naming the
Transferor as debtor, the Borrower as assignor and the Collateral Agent, on behalf of the Secured Parties, as secured party/total
assignee and (iii) other, similar instruments or documents, 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 Collateral Agent’s, on behalf
of the Secured Parties, interests in all Collateral Portfolio;


 


(g)           Financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral
Portfolio previously granted by the Transferor;


 




    Sch. I- 1


     


    

 


(h)           Copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Administrative Agent and requests
for information (or a similar UCC search report certified by a party acceptable to the Administrative Agent), dated a date reasonably
near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements
which name the Borrower (under its present name and any previous name) and the Transferor (under its present name and any previous
name) as debtor(s) and which are filed in the jurisdiction of Delaware or Maryland, as applicable, together with copies of such
financing statements (none of which shall cover any Collateral Portfolio);


 


(i)            One or more favorable Opinions of Counsel of counsel to the Borrower, acceptable to the Administrative Agent and addressed
to the Administrative Agent, the Lenders and the Collateral Agent, with respect to such matters as the Administrative Agent may
reasonably request (including an opinion, with respect to the perfected security interest of the Collateral Agent, for the benefit
of the Secured Parties, in the Collateral Portfolio under the UCC laws of the State of New York);


 


(j)            One or more favorable Opinions of Counsel of counsel to the Borrower, acceptable to the Administrative Agent and addressed
to the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian (as applicable), with respect to the
perfection of the security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral Portfolio
under the UCC laws of the States of Delaware;


 


(k)           One or more favorable Opinions of Counsel of counsel to the Borrower, acceptable to the Administrative Agent and addressed
to the Administrative Agent, the Lenders and the Collateral Agent, with respect to the true sale of the Collateral Portfolio under
the Purchase and Sale Agreement and that the Borrower would not be substantively consolidated with the Transferor in a proceeding
under the Bankruptcy Code;


 


(l)            One or more favorable Opinions of Counsel of counsel to the Borrower, acceptable to the Administrative Agent and addressed
to the Administrative Agent, the Lenders and the Collateral Agent, with respect to, among other things, the due authorization,
execution and delivery of, and enforceability of, and no conflicts with the Loan and Servicing Agreement and the other Transaction
Documents;


 


(m)          One or more favorable Opinions of Counsel of counsel to CCT, acceptable to the Administrative Agent and addressed to the
Administrative Agent, the Lenders and the Collateral Agent, with respect to, among other things, the due authorization, execution
and delivery of, and enforceability of, the Loan and Servicing Agreement and the other Transaction Documents to which CCT is a
party;


 


(n)           A certificate of the secretary or assistant secretary of each of the Collateral Custodian and the Account Bank, dated the
date of the Loan and Servicing Agreement, certifying the names and true signatures of the incumbent officers of such Person authorized
to sign on behalf of such Person the Transaction Documents to which it is a party (on which certificate the Administrative Agent
and the Lenders may conclusively rely until such time as the Administrative Agent and the Lenders shall receive from the Collateral
Custodian or the Account Bank, as applicable, a revised certificate meeting the requirements of this paragraph (n));


 




    Sch. I- 2


     


    

 


(o)           One or more favorable Opinions of Counsel of counsel to each of the Collateral Custodian and the Account Bank, acceptable
to the Administrative Agent and addressed to the Administrative Agent, the Lenders and the Collateral Agent, with respect to,
among other things, the due authorization, execution and delivery of, and enforceability of, the Transaction Documents to which
the Collateral Custodian or the Account Bank, as applicable, is a party;


 


(p)           Duly completed copies of IRS Form W-9 (or any successor forms or other certificates or statements that may be required
from time to time by the relevant United States taxing authorities or Applicable Law) for the Borrower; and


 


(q)           A copy of each of the other Transaction Documents duly executed by the parties thereto.


 




    Sch. I- 3


     


    

 


SCHEDULE II


 


ELIGIBILITY CRITERIA


 


The
representations and warranties set forth in this Schedule II are made by the Borrower and the Servicer under the Loan and
Servicing Agreement and the Transferor under the Purchase and Sale Agreement, with respect to all Loan Assets which are designated
as being Eligible Loan Assets on any Borrowing Base Certificate or are otherwise represented to the Administrative Agent or the
Lenders as being Eligible Loan Assets, or are included as Eligible Loan Assets in any calculation set forth in the Loan and Servicing
Agreement to which this Schedule II is attached. For the avoidance of doubt, if such Loan Asset does not satisfy the representations
and warranties set forth in this Schedule II then the Administrative Agent must expressly consent to the acquisition by
the Borrower of such Loan Asset; it being understood that the Administrative Agent will not be deemed to have consented to the
acquisition of a Loan Asset by the Borrower that does not satisfy the representations and warranties set forth in this Schedule
II by merely approving the acquisition of such Loan Asset by the Borrower unless there is an express acknowledgement by the
Borrower and the Servicer under the Loan and Servicing Agreement and the Transferor under the Purchase and Sale Agreement of non-satisfaction
of the representations and warranties set forth in this Schedule II.


 


1.             Each such Loan Asset is a First Lien Loan Asset or a Second Lien Loan Asset evidenced by a note or a credit document and
an assignment document in the form specified in the applicable credit agreement or, if no such specification, on the LSTA assignment
form. Each such Loan Asset and the Portfolio Assets related thereto is subject to a valid, subsisting and enforceable first-priority
(or, in the case of Second Lien Loan Assets, second priority) perfected security interest (subject only to Permitted Liens) in
favor of the Collateral Agent, on behalf of the Secured Parties, and the Borrower has good and marketable title to such Loan Asset,
free and clear of all Liens other than any Permitted Liens.


 


2.           
 As of the related Cut-Off Date, the acquisition of each such Loan Asset by the Borrower, and the Pledge of each such Loan
Asset, has been approved by the Administrative Agent, in its sole discretion, by delivery of an Approval Notice.


 


3.          
  Each such Loan Asset is not a participation interest in all or a portion of a loan (for the avoidance of doubt, a syndication
or co-lending interest which is not documented as a participation interest shall not be deemed a participation interest).


 


4.          
  The Obligor with respect to each such Loan Asset is organized under the laws of the United States or any state thereof
and domiciled in the United States, as reasonably determined by the Administrative Agent.


 


5.            
Each such Loan Asset is denominated in Dollars.


 


6.            
No such Loan Asset is Margin Stock.


 


7.          
  The acquisition of such Loan Asset does not cause the Borrower or the assets constituting the Collateral Portfolio to be
required to be registered as an investment company under the 1940 Act, as amended.


 




    Sch. II- 1


     


    

 


8.           
 No such Loan Asset is a financing by a debtor-in-possession in any Bankruptcy Proceeding.


 


9.            
No such Loan Asset is principally secured by real estate.


 


10.           Each
such Loan Asset constitutes a legal, valid, binding and enforceable obligation of the Obligor thereunder and each guarantor thereof,
enforceable against each such Person in accordance with its terms, subject to the usual and customary bankruptcy, insolvency and
equity limitations.


 


11.           Each
such Loan Asset is in the form of, and is treated as, indebtedness for federal income tax purposes.


 


12.           As
of the related Cut-Off Date and at any time prior to the related Cut-Off Date, except as permitted under Section 37 set
forth below, (i) such Loan Asset is and has been current on all interest and principal payments, subject to any applicable grace
period, under the terms of the related Loan Agreement and (ii) there has been no (a) “event of default” (as defined
in the related Loan Agreement) or (b) any other default, breach, violation or event permitting acceleration (provided that
the existence of any financial default shall be determined as of the most recent financial report provided by the applicable Obligor)
under the terms of any such Loan Asset of which the Servicer has actual knowledge, and that, in each of the foregoing cases, has
not been cured or waived, unless otherwise approved by the Administrative Agent in writing.


 


13.           The
Obligor with respect to each such Loan Asset is not an Affiliate of the Servicer, the Transferor or the Parent.


 


14.           (x) The acquisition of any such Loan Asset by the Borrower or the Pledge thereof would not violate any Applicable Law and
(y) the LenderLenders or the Administrative Agent, as applicable, has not provided written notice to the Borrower prior to the related trade
date that the acquisition of such Loan Asset will cause the LenderLenders or the Administrative Agent to fail to comply with any request or directive (whether or not having the force of law)
from any banking or other Governmental Authority having jurisdiction over the Administrative Agent or the LenderLenders.


 


15.           To the actual knowledge of the Borrower or the Servicer, no such Loan Asset contravenes any Applicable Law and no part
thereof is in violation of any Applicable Law; provided that for purposes of determining whether a Loan Asset is a Warranty
Loan Asset, as of the Cut-Off Date for such Loan Asset, such Loan Asset shall not contravene Applicable Law and no part thereof
shall be in violation of any Applicable Law, without regard to whether the Borrower or the Servicer has any knowledge of such
contravention or violation.


 


16.           Pursuant to the Loan Agreement with respect to such Loan, either (i) such Loan Asset is freely assignable to the Borrower
and able to be Pledged to the Collateral Agent, for the benefit of the Secured Parties, without the consent of the Obligor, subject
to reasonable and customary qualifications for instruments similar to such Loan Asset (such as Obligor and/or administrative agent
consent, minimum assignment amounts, execution of a joinder, questionnaire, assignment and assumption agreement and/or similar
instrument, and assignee


 




    Sch. II- 2


     


    

 


qualifications) or (ii)
(a) all consents necessary for the assignment of such Loan Asset to the Borrower and the Pledge to the Collateral Agent, for the
benefit of the Secured Parties, have been obtained and (b) the Loan Agreement provides that any consents necessary for future assignments
shall not be unreasonably withheld by the applicable Obligor and/or agent, and the rights to enforce rights and remedies in respect
of the same under the applicable Loan Agreement inure to the benefit of the holder of such Loan Asset (subject to the rights of
any applicable agent or other lenders).


 


17.           No
such Loan Asset is the subject of any assertions in respect of, any litigation, right of rescission, set-off, counterclaim or
defense, including the defense of usury, by the related Obligor, nor will the operation of any of the terms of the Loan Agreements,
or the exercise of any right thereunder, render the Loan Agreements unenforceable in whole or in part, or subject to any right
of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto, and the Loan Agreements with respect to the Loan Asset provide for an affirmative
waiver by the related Obligor of all rights of rescission, set-off and counterclaim against the Transferor, the Borrower and their
respective assignees.


 


18.           As
of the related Cut-Off Date, with respect to each such Loan Asset acquired by the Borrower (whether or not from the Transferor),
and Pledged to the Collateral Agent, for the benefit of the Secured Parties, under the Agreement, the Transferor (if applicable)
and Borrower will have caused its master computer records relating to such Loan Asset to be clearly and unambiguously marked to
show that such Loan Asset has been sold to the Borrower.


 


19.           No
such Loan Asset has been repaid, prepaid, satisfied or rescinded, in each case, in full.


 


20.           No
such Loan Asset has been sold, transferred, assigned or pledged by the Borrower to any Person other than the Collateral Agent
for the benefit of the Secured Parties.


 


21.           Such
Loan Asset is not subject to withholding tax unless the Obligor thereon is required under the terms of the related Loan Agreement
to make “gross-up” payments that cover the full amount of such withholding tax on an after-tax basis in the event
of a change of tax law. The transfer, assignment and conveyance of such Loan Asset (and the other Portfolio Assets related thereto)
to the Borrower (whether or not from the Transferor) is not subject to and will not result in any fee or governmental charge (other
than income taxes) payable by the Borrower or any other Person to any federal, state or local government.


 


22.           The
Obligor with respect to such Loan Asset (and any guarantor of such Obligor’s obligations thereunder), had full legal capacity
to execute and deliver the Loan Agreement which creates such Loan Asset and any other documents related thereto.


 


23.
          The Obligor of each such Loan Asset is not a Governmental Authority.


 


24.           Each
such Loan Asset was originated or acquired by the Borrower (or the Transferor, if applicable) in the ordinary course of the Borrower’s
business (or that of the Transferor, if applicable) and, to the extent required by Applicable Law, the Borrower (or


 






    Sch. II- 3


     


    

 


Transferor, if applicable)
has all necessary licenses and permits to purchase and own such Loans and enter into Loan Agreements pursuant to which such Loan
was created, in the jurisdiction where the Obligor is located (to the extent required by Applicable Law); provided that
any failure by the Borrower (or Transferor, as applicable), to have the necessary licenses and permits in the applicable jurisdiction
shall not preclude such Loan Asset from being deemed an Eligible Loan if, upon discovery or knowledge of such failure, the Borrower
(or Transferor, as applicable) promptly commences and is thereafter diligently taking the appropriate measures to obtain the necessary
licenses and permits in such jurisdiction and such necessary licenses and permits can be obtained in a reasonable time, all as
determined by the Administrative Agent in its reasonable and sole discretion.


 


25.           There are no proceedings pending or, to the Borrower’s knowledge, threatened (i) asserting insolvency of the Obligor
of such Loan Asset, or (ii) wherein the Obligor of such Loan Asset, any other obligated party or any governmental agency has alleged
that such Loan Asset or the Loan Agreement which creates such Loan Asset is illegal or unenforceable.


 


26.           Each such Loan Asset requires the related Obligor to pay all maintenance, repair, insurance and taxes, together with all
other ancillary costs and expenses, with respect to the related Underlying Collateral.


 


27.           The Underlying Collateral related to each such Loan Asset has not, and will not, be used by the related Obligor in any manner
or for any purpose which would result in any material risk of liability being imposed upon the Borrower or the LenderLenders
under any federal, state, local or foreign laws, common laws, statutes, codes, ordinances, rules, regulations, permits, judgments,
agreements or order related to addressing the environment, health or safety.


 


28.           Each such Loan Asset constituting a First Lien Loan Asset, upon its acquisition by the Borrower, has a remaining term to
maturity not greater than seven years from such Cut-Off Date. Each such Loan Asset constituting a Second Lien Loan Asset, upon
its acquisition by the Borrower, has a remaining term to maturity not greater than eight years from such Cut-Off Date .


 


29.           Each such Loan Asset does not contain confidentiality restrictions that would prohibit the LenderLenders
or the Administrative Agent from accessing all necessary information (as required to be provided pursuant to the Transaction Documents)
with regards to such Loan Asset.


 


30.           Each such Loan Asset (i) was underwritten, by the Servicer including, without limitation, the completion of a due diligence
and, if applicable, a collateral assessment and (ii) is being serviced by the Servicer in accordance in all material respects with
the Servicing Standard.


 


31.           Within
five Business Days of the applicable Cut-Off Date, all of the Required Loan Documents and the Loan Checklist acceptable to the
Administrative Agent with respect to such Loan Asset have been, or will be, delivered to the Collateral Custodian and all Servicing
Files are being or shall be maintained at the principal place of business of the Servicer


 




    Sch. II- 4


     


    

 


in accordance with documented safety procedures reasonably
acceptable to the Administrative Agent.


 


32.           Underwriting
materials prepared by the Servicer with respect to each such Loan Asset reasonably requested by the Administrative Agent have
been provided to the Administrative Agent.


 


33.           As of the related Cut-Off Date, each such Loan Asset is not subject to any Material Modification.


 


34.           Each
such Loan Asset is not an extension of credit by the Borrower to the Obligor for the purpose of (i) making any past due principal,
interest or other payments due on such Loan Asset, (ii) preventing such Loan Asset or any other loan to the related Obligor from
becoming past due or (iii) preventing such Loan Asset from becoming defaulted.


 


35.           The Obligor with respect to such Loan Asset, on the applicable date of determination, (i) is a business organization (and
not a natural person) duly organized and validly existing under the laws of its jurisdiction of organization; (ii) is a legal operating
entity or holding company; (iii) has not entered into the Loan Asset primarily for personal, family or household purposes; and
(iv) is not the subject of a Bankruptcy Event, and, as of the related Cut-Off Date, such Obligor is not in financial distress and
has not experienced a material adverse change in its condition, financial or otherwise, in each case, as determined by the Servicer
in its reasonable discretion unless approved in writing by the Administrative Agent.


 


36.           All information provided by the Borrower or the Servicer to the Administrative Agent in writing with respect to such Loan
Asset is true, complete and correct in all material respects as of the date such information is provided.


 


37.           Each such Loan Asset is not an Equity Security and does not provide for the conversion into an Equity Security at any time
on or after the date it is included as part of the Collateral Portfolio. For the purposes of this Section 37, “Equity
Security” shall mean (i) any equity security or any other security that is not eligible for purchase by the Borrower as a
Loan and (ii) any security that trades “stapled” to a Loan Asset and that itself is not eligible for purchase by the
Borrower as a Loan Asset.


 


38.   
       Each such Loan Asset was originated or purchased pursuant to and in accordance in all material respects with the Investment
Policies.


 


39.           Each such Loan Asset is not a Loan Asset with respect to which interest required by the Loan Agreement to be paid in cash
has previously been deferred or capitalized as principal and not subsequently paid in full; unless the Obligor has commenced paying
in cash current interest required to be paid in cash.


 


40.          
The funding obligations for each such Loan Asset and the Loan Agreement under which such Loan Asset was created have been
fully satisfied and all sums available thereunder have been fully advanced, or if such Loan Asset is a Revolving Loan Asset or
Delayed Draw Loan Asset, then (a) the sum of (i) the aggregate commitments under the Revolving Loan Assets and (ii) the aggregate
unfunded commitments under the Delayed Draw


 




    Sch. II- 5


     


    

 


Loan Assets do not exceed
$20,000,000 and (b) either (i) the Borrower shall have or have caused to be, at the time of the sale of such Loan Asset to the
Borrower, deposited into the Unfunded Exposure Account an amount in United States dollars equal to the Unfunded Exposure Equity
Amount or (ii) the Unfunded Exposure Equity Amount with respect to such Loan Asset shall not create a Borrowing Base Deficiency.


 


41.   
No such Loan Asset would disqualify the Borrower from using the “loan securitization exemption” under the Volcker
Rule (as determined by the Administrative Agent in its reasonable discretion).


 


42.   
As of the applicable date of determination, the sum of the Adjusted Borrowing Value of all Eligible Loans Assets included
in the Collateral Portfolio made to the Obligor of such Loan Asset (including any Affiliate thereof) shall not, collectively,
exceed (i) $30,000,000 for each of the two largest Obligors (and their respective Affiliates) and (ii) $25,000,000 for
all other Obligors (and their Affiliates).


 




    Sch. II- 6


     


    

 


SCHEDULE III


 


AGREED-UPON PROCEDURES
FOR 

INDEPENDENT PUBLIC ACCOUNTANTS


 


In accordance with Section
6.10 of the Loan and Servicing Agreement, the Servicer will cause a firm of nationally recognized independent public accountants
to furnish in accordance with attestation standards established by the American Institute of Certified Public Accountants a report
to the effect that such accountants have either verified, compared, or recalculated each of the following accounts in the Servicing
Report to applicable system or records of the Servicer:


 


		●	Loan Asset List:



		○	Obligor classification



		○	Current principal amount



		○	Fixed/Floating



		○	Index, spread, PIK



		○	Loan Asset Maturity Date



		○	Loan Asset Origination Date



		○	Loan Asset Purchase Date



		○	Industry Classification



		○	Loan Asset Type



		○	Moody’s and S&P ratings (if applicable)



		○	Days Delinquent



		○	Risk Rating



		○	Cut-Off Date (the date that the Loan Asset is added to the facility)



		●	Borrowing Base



		●	Advances Outstanding



		●	Cash Reconciliation report



		●	Discretionary Sales Calculations, Substitution Calculations, Lien Release Dividend Calculations



 


At the discretion of the
nationally recognized independent public accountant, three random Servicing Reports from the fiscal year will be chosen and reviewed.


 


The report provided by
the accountants may be in a format such as is typically utilized for a report of this nature, however (i) the report will contain
a list of deviations from the Servicing Report and (ii) such accountants will discuss with the Servicer the reason for such deviations,
and set forth the findings in such report.


 




    Sch. III- 1


     


    

 


SCHEDULE IV


 


LOAN ASSET SCHEDULE


 


For each Loan Asset, the Borrower shall provide,
as applicable, the following information and the applicable Loan Asset Checklist:


 


	(a)	Loan Asset Number



 


	(b)	Obligor Name



 


	(c)	Loan Asset Type (Note or Noteless)



 


	(d)	Original Outstanding Balance



 


	(e)	Secured by Mortgage (Yes or No)



 






    Sch. IV- 1 


     


    


 


SCHEDULE V


 


WIRING INSTRUCTIONS


 


ADVANCE FUNDING ACCOUNT


 


Wells Fargo Bank, NA






121-000-248 For Credit to CDO Clearing


A/C 6355067033 Further Credit To: CCT TOKYO
FUNDING LLC


A/C 84455304




    Sch. V- 1 


     


    

 




SCHEDULE
VI


 



SCHEDULE VI LOAN ASSETS


 


OMITTED


 





    Annex ASch VI- 1


     


    

ANNEX A


 


	Institutional Lender		Commitment
	 	 	 
	Sumitomo Mitsui Banking Corporation	$	300,000,000











     


     


    

EXHIBITS


 


TO


 


LOAN AND SERVICING
AGREEMENT


 


Dated as of December
2, 2015


 


(CCT TOKYO FUNDING LLC)
EXHIBITS


 


	EXHIBIT A	Form of Approval Notice




	EXHIBIT B	Form of Borrowing Base Certificate




	EXHIBIT C	Form of Conversion Notice




	EXHIBIT D	Form of Disbursement Request




	EXHIBIT E	Form of Joinder Supplement




	EXHIBIT F	Form of Notice of Borrowing




	EXHIBIT G	Form of Notice of Reduction (Reduction of Advances Outstanding/Maximum Facility Amount)




	EXHIBIT H	Form of Variable Funding Note




	EXHIBIT I	Form of Notice and Request for Consent




	EXHIBIT J-1	Form of Monthly Servicing Report




	EXHIBIT J-2	Form of Quarterly Servicing Report




	EXHIBIT K	Form of Servicer’s Certificate (Servicing Report)




	EXHIBIT L	Form of Release of Required Loan Documents




	EXHIBIT M	Form of Assignment and Acceptance




	EXHIBIT N	Form of Power of Attorney for Servicer




	EXHIBIT O	Form of Power of Attorney for Borrower




	EXHIBIT P	Form of Servicer’s Certificate (Loan Asset Register)




	EXHIBIT Q	Form of Underwriting Request






     


     


    

 


EXHIBIT
A


 



FORM
OF APPROVAL NOTICE 


 


LOAN
ASSET


APPROVAL
NOTICE


 



DATE



ELIGIBLE
LOAN ASSET INFORMATION




Obligor
Name


Tranche Description


Par Amount


Purchase
Price (specify any discount)


	 



 


Fair
Market Value


Unfunded Exposure Amount


Pricing


Maturity
Date of Loan Asset


Approved
Exceptions to Eligibility Criteria for Loan Asset ___ See attached Schedule 1.


ASSIGNED
VALUE


Assigned
Value


Applicable
Percentage


SUMITOMO
MITSUI BANKING CORPORATION APPROVAL


Approval
Good


Until
Approval Conditioned Upon




    Ex. A- 1 


     


    

 


Schedule 1 to Exhibit
A


 


Approved Exceptions to
Eligibility Criteria for Loan Asset


 




    Ex. A- 2 


     


    

EXHIBIT B


 


FORM OF BORROWING
BASE CERTIFICATE


 


[_] [_], 20[_]





 


This Borrowing Base Certificate
is delivered in connection with that certain Loan and Servicing Agreement, dated as of December 2, 2015 (as amended, modified,
waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”), by and among CCT Tokyo
Funding LLC, as the borrower (in such capacity, the “Borrower”), FS KKR Capital Corp. (as successor in interest
to Corporate Capital Trust, Inc.), as the transferor (in such capacity, the “Transferor”) and as the servicer
(in such capacity, the “Servicer”), Sumitomo Mitsui Banking Corporation, as the administrative agent (in such
capacity, the “Administrative Agent”) and as the collateral agent (in such capacity, the “Collateral
Agent”), and each of the Lenders from time to time party thereto (the “Lenders”). Capitalized terms
used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.


 


As of
the date hereof, the undersigned each certify that (i) all of the information set forth in Annex I attached hereto is true,
correct and complete, (ii) no Event of Default has occurred and no Unmatured Event of Default exists under the Loan and Servicing
Agreement; provided that (A) a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) shall not
impair the right of the Borrower to effect an otherwise permitted substitution under Section 2.07(a) as necessary to facilitate
a cure of such Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) so long as immediately after giving
effect to such substitution and any other sale or transfer substantially contemporaneous therewith, such Borrowing Base Deficiency
shall be cured or if not cured, reduced and (B) a repayment may be made pursuant to Section 2.18(a) to cure a Borrowing Base Deficiency;
and (iii) solely with respect to itself, each of the representations and warranties contained in the Loan and Servicing Agreement
is true, correct and complete in all material respects.


 


[Remainder of Page Intentionally
Left Blank]




    Ex. B- 1 


     


    

 


Certified
as of the date first written above.



	 	 	 
	 	CCT TOKYO FUNDING LLC,

       as the Borrower
	 	 	 
	 	By:	 
	 		Name:
	 		Title:




	 	 	 
	 	FS KKR CAPITAL CORP.,

       as the Servicer
	 	 	 
	 	By:	 
	 		Name:
	 		Title:


 






    Ex. B- 2 


     


    

 


ANNEX
I


To
Exhibit B



 


 


BORROWING
BASE REPORT


 


SEE
ATTACHED







    Ex. B- 3 


     


    

EXHIBIT C


 


FORM OF CONVERSION
NOTICE


 


CONVERSION NOTICE1


 


[Date]


 


(CCT TOKYO FUNDING LLC)


 


	To:	Sumitomo Mitsui Banking Corporation 

  as the Administrative Agent



277 Park Avenue


New York, NY 10172


Attention: Christopher Keeshan


Telephone: 212-224-4967


Facsimile: 212-224-5198


 


With a copy to:


 


Sumitomo Mitsui Banking Corporation


  as the Collateral Agent


277 Park Avenue


New York, NY 10172


Attention: Christopher Keeshan


Telephone: 212-224-4967


Facsimile: 212-224-5198


 


		Re:	Loan and Servicing Agreement dated as of December 2, 2015 



 


Ladies
and Gentlemen:


 


This Conversion Notice is
delivered to you pursuant to Section 2.02(c) of that certain Loan and Servicing Agreement, dated as of December 2, 2015
(as amended, modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”),
by and among CCT Tokyo Funding LLC, as the borrower (in such capacity, the “Borrower”), FS KKR Capital Corp.
(as successor in interest to Corporate Capital Trust, Inc.), as the transferor (in such capacity, the “Transferor”)
and as the servicer (in such capacity, the “Servicer”), Sumitomo Mitsui Banking Corporation, as the administrative
agent (in such capacity, the “Administrative Agent”) and as the collateral agent (in such capacity, the “Collateral
Agent”), and each of the Lenders from time to time party thereto (the “Lenders”). Capitalized terms
used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.


 


Each of the undersigned,
being a duly elected Responsible Officer of the Borrower and of the Servicer, respectively, and holding the office set forth below
such officer’s name, hereby certifies as follows:


 



 



	1	To be delivered no later than 1:00 P.M. at least three Business Days before the requested Conversion
Date.





    Ex. C- 1 


     


    

1.           
[The Borrower hereby requests that the Administrative Agent convert the Base Rate Advance, advanced by the Lenders on
[_______] [__], 20[__] in the principal amount of $_________, into a LIBOR Advance.


 


		(i)	SMBC’s Pro Rata Share of such Base Rate Advance is $_________.



 


		(ii)	[Lender’s] Pro Rata Share of such Base Rate Advance is $_________.



 


		(iii)	[Lender’s] Pro Rata Share of such Base Rate Advance is $_________.]



 


2.
          The Borrower hereby requests that the Conversion Date be the following date: __________.


 


3.           
With respect to such conversion of the foregoing Base Rate Advance into a LIBOR Advance:


 


(i)           No Event of Default has occurred, or would result from such conversion and no Unmatured Event of Default or Borrowing Base
Deficiency exists or would result from such conversion; and


 


(ii)          No
event has occurred and is continuing, or would result from such conversion, which constitutes a Servicer Termination Event or
any event which, if it continues uncured, will, with notice or lapse of time, constitute a Servicer Termination Event.


 


4.           
Each of the undersigned certify that all information contained herein is true, correct and complete as of the date hereof.


 




    Ex. C- 2 


     


    

 


IN WITNESS WHEREOF, the undersigned
have executed this Conversion Notice as of the date first written above.





	 	 	 
	 	CCT TOKYO FUNDING LLC,

       as the Borrower
	 	 	 
	 	By:	 
	 		Name:
	 		Title:



	 	 	 
	 	FS KKR CAPITAL CORP.,

       as the Servicer
	 	 	 
	 	By:	 
	 		Name:
	 		Title:








 








    Ex. C- 3 


     


    







 


EXHIBIT D


 


FORM OF DISBURSEMENT
REQUEST


 


(Disbursements from Unfunded
Exposure Account)


 


[Date]


 


(CCT TOKYO FUNDING
LLC)


 


Wells Fargo Bank, National
Association,


    as the Account Bank


Corporate Trust Services Division 

9062 Old Annapolis
Rd.


Columbia, Maryland 21045


Attn: CDO Trust Services—CCT Tokyo Funding
LLC 

Fax: (443) 367 3986


Phone: (410) 884-2000


 


With a copy to:


 


Sumitomo Mitsui Banking Corporation


as the Administrative Agent
and as the Collateral Agent 

277 Park Avenue


New York, NY 10172 

Attention: Christopher Keeshan


Telephone: 212-224-4967


Facsimile: 212-224-5198


 


Re:      Loan and Servicing
Agreement dated as of December 2, 2015


 


Ladies and Gentlemen:


 


This
Disbursement Request is delivered to you pursuant to [Section 2.04(c)] [Section 2.21(a)] of that certain Loan and Servicing
Agreement, dated as of December 2, 2015 (as amended, modified, waived, supplemented or restated from time to time, the “Loan
and Servicing Agreement”), by and among CCT Tokyo Funding LLC, as the borrower (in such capacity, the “Borrower”),
FS KKR Capital Corp. (as successor in interest to Corporate Capital Trust, Inc.), as the transferor (in such capacity, the “Transferor”)
and as the servicer (in such capacity, the “Servicer”), Sumitomo Mitsui Banking Corporation, as the administrative
agent (in such capacity, the “Administrative Agent”) and as the collateral agent (in such capacity, the “Collateral
Agent”), and each of the Lenders from time to time party thereto (the “Lenders”) and in accordance
with the Securities Accounts Control Agreement, dated as of [          ], 2015, by and among the Borrower, the Servicer, the Collateral
Agent and Wells Fargo Bank, National Association, as Account Bank. Capitalized terms used but not defined herein shall have the
meanings provided in the Loan and Servicing Agreement. Capitalized terms used but not defined herein shall have the meanings provided
in the Loan and Servicing Agreement.


 




     Ex. D- 1


     


    

 


Each of the undersigned,
being a duly elected Responsible Officer of the Borrower and of the Servicer, respectively, and holding the office set forth below
such officer’s name, hereby certifies as follows:


 


1.          
Pursuant to [Section 2.04(c)] [Section 2.21(a)] of the Loan and Servicing Agreement, the Servicer on behalf of the
Borrower hereby requests a disbursement (a “Disbursement”) from the Unfunded Exposure Account in the amount
of $__________ to [Applicable Obligor], such Disbursement to be paid as follows:


 


Bank Name:


 


ABA No.:


 


Account Name:


 


Account No.:


 


Reference:


 


2.          
The Servicer on behalf of the Borrower hereby requests that such Disbursement be made on the following date: ___________________.


 


3.          
All of the conditions applicable to the Disbursement as set forth in the Loan and Servicing Agreement have been satisfied
as of the date hereof and will remain satisfied to the date of such Disbursement, including, without limitation, that other than
any Disbursement from the Unfunded Exposure Account after the occurrence of an Event of Default, no Event of Default has occurred,
or would result from such Disbursement or from the application of the proceeds therefrom, no Unmatured Event of Default or Borrowing
Base Deficiency exists or would result from such Disbursement or from the application of the proceeds therefrom and, to the extent
applicable, all of the conditions in Section 2.21 have been satisfied.


 


4.           The Servicer on behalf of the Borrower hereby represents that such Disbursement shall be used solely for the purpose of
[funding the Unfunded Exposure Amount(s) of one or more Delayed Draw Loan Assets or Revolving Loan Assets included in the Collateral
Portfolio] or [reinvesting in additional Eligible Loan Assets to be acquired in accordance with Section 2.21 and to be included
in the Collateral Portfolio].


 


Each of the undersigned certify
that all information contained herein and in the attached Borrowing Base Certificate, as applicable, is true and correct as of
the date hereof.


 


[Remainder of Page Intentionally
Left Blank]


 




     Ex. D- 2


     


    


 


IN WITNESS WHEREOF, the undersigned
have executed this Disbursement Request as of the date first written above.


 


	 	CCT TOKYO FUNDING LLC,






	 	as the Borrower
	 	 	 
		By:	  
	 	 	Name:
	 	 	Title:






 





	 	FS KKR CAPITAL CORP.,






	 	as the Servicer
	 	 	 
		By:	  
	 	 	Name:
	 	 	Title:


 






     Ex. D- 3


     


    


 


EXHIBIT E


 


FORM OF


 


JOINDER
SUPPLEMENT


 


THIS JOINDER SUPPLEMENT,
dated as of the date set forth in Item 1 of Schedule I hereto, among the financial institution identified in Item 2 of
Schedule I hereto (the “Proposed Lender”), CCT Tokyo Funding LLC, as the borrower (the “Borrower”)
and Sumitomo Mitsui Banking Corporation, as the administrative agent (the “Administrative Agent”).


 


W I T N E S S E T H:


 


WHEREAS, this Joinder
Supplement is being executed and delivered under Section 2.22 or Section 11.04, as applicable, of the Loan and Servicing
Agreement, dated as of December 2, 2015 (as amended, modified, waived, supplemented or restated from time to time, the “Loan
and Servicing Agreement”), by and among CCT Tokyo Funding LLC, as the borrower (in such capacity, the “Borrower”),
FS KKR Capital Corp. (as successor in interest to Corporate Capital Trust, Inc.), as the transferor (in such capacity, the “Transferor”)
and as the servicer (in such capacity, the “Servicer”), Sumitomo Mitsui Banking Corporation, as the administrative
agent (in such capacity, the “Administrative Agent”) and as the collateral agent (in such capacity, the “Collateral
Agent”), and each of the Lenders from time to time party thereto (the “Lenders”). Capitalized
terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement; and WHEREAS, the Proposed
Lender wishes to become a Lender party to the Loan and Servicing Agreement;


 


NOW, THEREFORE, the parties hereto hereby agree as
follows:


 


(a)   
  Upon receipt by the Administrative Agent of an executed counterpart of
this Joinder Supplement (including a fully completed Schedule I and Schedule II), which has been executed by the
Proposed Lender, the Borrower and the Administrative Agent, the Administrative Agent will transmit to the Proposed Lender, the
Borrower and the Collateral Agent, a Joinder Effective Notice, substantially in the form of Schedule III to this Joinder
Supplement (a “Joinder Effective Notice”). Such Joinder Effective Notice shall be executed by the Administrative
Agent and shall set forth, inter alia, the date on which the joinder effected by this Joinder Supplement shall become effective
(the “Joinder Effective Date”). From and after the Joinder Effective Date, the Proposed Lender shall be a Lender
party to the Loan and Servicing Agreement for all purposes thereof.


 


(b)     
Each of the parties to this Joinder Supplement agrees and acknowledges that at any time and from time to time upon the written
request of any other party, it will execute and deliver such further documents and do such further acts and things as such other
party may reasonably request in order to effect the purposes of this Joinder Supplement.


 


(c)     
By executing and delivering this Joinder Supplement, the Proposed Lender confirms to and agrees with the Administrative
Agent, the Collateral Agent and the other Lender(s) as follows: (i) none of the Administrative Agent, the Collateral Agent and
the other Lender(s) makes any representation or warranty or assumes any responsibility with respect to any


 




     Ex. E- 1


     


    


 


statements, warranties or
representations made in or in connection with the Loan and Servicing Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan and Servicing Agreement or any other instrument or document furnished pursuant thereto,
or with respect to any Variable Funding Notes issued under the Loan and Servicing Agreement, or the Collateral Portfolio or the
financial condition of the Transferor, the Servicer or the Borrower, or the performance or observance by the Transferor, the Servicer
or the Borrower of any of their respective obligations under the Loan and Servicing Agreement, any other Transaction Document or
any other instrument or document furnished pursuant thereto; (ii) the Proposed Lender confirms that it has received a copy of such
documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder
Supplement; (iii) the Proposed Lender will, independently and without reliance upon the Administrative Agent, the Collateral Agent
or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Loan and Servicing Agreement; (iv) the Proposed Lender appoints and
authorizes the Administrative Agent, the Collateral Custodian and the Collateral Agent, as applicable, to take such action as agent
on its behalf and to exercise such powers under the Loan and Servicing Agreement as are delegated to the Administrative Agent,
the Collateral Custodian and Collateral Agent, as applicable, by the terms thereof, together with such powers as are reasonably
incidental thereto, all in accordance with the Loan and Servicing Agreement; and (v) the Proposed Lender agrees (for the benefit
of the parties hereto and the other Lender(s)) that it will perform in accordance with their terms all of the obligations which
by the terms of the Loan and Servicing Agreement are required to be performed by it as a Lender.


 


(d)          
Schedule II hereto sets forth certain administrative information with respect to the Proposed Lender.


 


(e)          
This Joinder Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.


 


IN WITNESS
WHEREOF, the parties hereto have caused this Joinder Supplement to be executed by their respective duly authorized officers on
Schedule I hereto as of the date set forth in Item 1 of Schedule I hereto.


 




     Ex. E- 2


     


    


 


SCHEDULE
I TO

 JOINDER SUPPLEMENT


 


COMPLETION OF INFORMATION
AND

 SIGNATURES FOR JOINDER SUPPLEMENT


 


Re:         Loan
and Servicing Agreement, dated as of December 2, 2015, among CCT Tokyo Funding LLC, as Borrower, the other parties thereto and
Sumitomo Mitsui Banking Corporation, as Administrative Agent.


 





	Item 1: Date of Joinder Supplement:	 	 
	 	 	 
	Item 2: Proposed Lender:	 	 
	 	 	 
	Item 3: Commitment:	 	 
	 	 	 
	Item 4: Signatures of Parties to Agreement:	 	 



 


	 	 	, 
		as Proposed Lender	 



 


		By:	 
	 	 	Name:
	 	 	Title:






 


	 	CCT TOKYO FUNDING LLC,
	 	as Borrower
	 	 	 
		By:	  
	 	 	Name:
	 	 	Title:



  


	 	SUMITOMO MITSUI BANKING


CORPORATION, as Administrative Agent



	 	 	 
		By:	   
	 	 	Name:
	 	 	Title:






 




     Ex. E- 3


     


    


 


SCHEDULE II TO

 JOINDER SUPPLEMENT


 


ADDRESS FOR NOTICES 

AND


WIRE INSTRUCTIONS


 


	Address for Notices: 	 	 
	 	 	 
	 	 	 
	 	 	 












	 	Telephone:	 	 






	 	Facsimile:	 	 






	 	email:	 	 


 


With a copy to:





	 	 	 
	 	 	 
	 	 	 








	 	Telephone:	 	 






	 	Facsimile:	 	 






	 	email:	 	 


 





	Wire Instructions:	Name of Bank:	 	 






	 	A/C No.: 	 	 






	 	ABA No.	 	 






	 	Reference:	 	 


 









     Ex. E- 4


     


    

 


SCHEDULE
III 

TO JOINDER SUPPLEMENT


 


FORM OF


JOINDER
EFFECTIVE NOTICE


 


To:         [Name and address of the Borrower, Collateral
Agent and Proposed Lender]


 


The undersigned, as Administrative Agent under the Loan and Servicing Agreement, dated as of December 2, 2015
(as amended, modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”),
by and among CCT Tokyo Funding LLC, as the borrower (in such capacity, the “Borrower”), FS KKR Capital Corp.
(as successor in interest to Corporate Capital Trust, Inc.), as the transferor (in such capacity, the “Transferor”)
and as the servicer (in such capacity, the “Servicer”), Sumitomo Mitsui Banking Corporation, as the administrative
agent (in such capacity, the “Administrative Agent”) and as the collateral agent (in such capacity, the “Collateral
Agent”), and each of the Lenders from time to time party thereto (the “Lenders”) acknowledges receipt
of an executed counterpart of a completed Joinder Supplement. [Note: attach copies of Schedules I and II from such Joinder Supplement.]
Terms defined in such Joinder Supplement are used herein as therein defined.


 


Pursuant
to such Joinder Supplement, you are advised that the Joinder Effective Date for [Name of Proposed Lender] will be ____________ and,
from the Joinder Effective Date, such Proposed Lender will be a Lender with a Commitment of _____________.


 


	 	Very truly yours,
	 	 	 
	 	SUMITOMO MITSUI BANKING


CORPORATION, as Administrative Agent



	 	 	 
		By:	     
	 	 	Name:
	 	 	Title:



 







     Ex. E- 5


     


    


 


EXHIBIT F


 


FORM OF NOTICE OF BORROWING


 


                                                                  [Date]


 


(CCT TOKYO FUNDING LLC)


 


	To:	Sumitomo
Mitsui Banking Corporation
 as the Administrative Agent 277 Park 
 Avenue
 New York, NY 10172 
 Attention: Christopher
Keeshan 
 Telephone: 212-224-4967

                                                                           Facsimile: 212-224-5198 

                                                                            

                                                                           With a copy to:

                                                                            








Sumitomo Mitsui Banking Corporation


    as the Collateral Agent


277 Park Avenue 

New York, NY 10172


Attention: Christopher Keeshan

Telephone: 212-224-4967


Facsimile: 212-224-5198



                                                                           
	 	With a copy to:


                            

                           Wells Fargo Bank, National
Association, 

as the Collateral Custodian and the Account Bank


Corporate Trust Services Division 

9062 Old Annapolis
Rd.


Columbia, Maryland 21045


Attn: CDO Trust Services—CCT Tokyo 

Funding
LLC


Fax: (443) 367 3986


Phone: (410) 884-2000








 


Re:
      Loan and Servicing Agreement dated as of December 2, 2015


 


Ladies and Gentlemen:


 


This Notice of Borrowing
is delivered to you pursuant to Sections 2.02(b), 2.02(f) and/or 3.02(a) of that certain Loan and Servicing
Agreement, dated as of December 2, 2015 (as amended, modified, waived, supplemented or restated from time to time, the “Loan
and Servicing Agreement”), by and among CCT Tokyo Funding LLC, as the borrower (in such capacity, the “Borrower”),
FS KKR Capital Corp. (as successor in interest to Corporate Capital Trust, Inc.), as the transferor (in such capacity, the “Transferor”)
and as the servicer (in such capacity, the “Servicer”), Sumitomo Mitsui Banking Corporation, as the administrative
agent (in such capacity, the “Administrative Agent”) and as the collateral agent (in such capacity, the “Collateral
Agent”), and each of the Lenders from time to time party thereto (the “Lenders”). Capitalized terms
used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.


 




     Ex. F- 1


     


    


 


Each of the undersigned, being a duly elected
Responsible Officer of the Borrower and of the Servicer, respectively, and holding the office set forth below such officer’s
name, hereby certifies as follows:2


 


1.
         [The Borrower hereby requests an Advance in the principal amount of $________ to purchase Eligible Loan Assets or to
distribute proceeds to the Transferor (so long as such distribution is permitted pursuant to Section 5.02(m) of the
Loan and Servicing Agreement). Such Advance shall be deposited in the Borrower’s account as follows:


 


Bank Name:


 


ABA No.:


 


Account Name:


 


Account No.:


 


Reference:


 


(i)
        SMBC’s Pro Rata Share of such requested Advance is $ ______________.


 


(ii)
       [Lender’s] Pro Rata Share of such requested Advance is $ ______________.


 


(iii)
      [Lender’s] Pro Rata Share of such requested Advance is $ ______________.]


 


2.
         [The Borrower hereby requests an Advance in the principal amount of $_________
(such amount not to exceed the Unfunded Exposure Amount) to deposit in the Unfunded Exposure Account. Such Advance shall be deposited
in the Unfunded Exposure Account as follows:


 


Bank Name:


 


ABA No.:


 


Account Name:


 


Account No.:


 


Reference:


 


(i)
      SMBC’s Pro Rata Share of such requested Advance is $ ______________ .


 


(ii)    
[Lender’s] Pro Rata Share of such requested Advance is $ ______________ .


 


(iii)   
[Lender’s] Pro Rata Share of such requested Advance is $ ______________ .]


 





 






2
Select Item 1, 2 or 3 as appropriate.


 




     Ex. F- 2


     


    


 


3.            [Pursuant
to Section 2.02(f) of the Loan and Servicing Agreement, the Borrower hereby requests an Advance in the principal amount
of $_________ (such amount, the “Unfunded Exposure Amount Shortfall”). To the extent the Unfunded Exposure
Amount Shortfall is required to be funded pursuant to Section 2.02(f) of the Loan and Servicing Agreement, such Unfunded
Exposure Amount Shortfall will be deposited in the Unfunded Exposure Account as follows:


 


Bank Name: ABA No.:


 


Account Name:


 


Account No.: Reference:


 


		(i)	SMBC’s Pro Rata Share of such requested Advance is $ ______________.



 


		(ii)	[Lender’s] Pro Rata Share of such requested Advance is $ ______________.



 


		(iii)	[Lender’s] Pro Rata Share of such requested Advance is $ ______________.]



 


4.            The Borrower hereby requests that such Advance be made as a [Base Rate Advance / LIBOR Advance] on the following date: ________ into
the [Advance Funding Account][the Unfunded Exposure Account](indicate, as applicable).


 


5.            Attached to this Notice of Borrowing is a true, correct and complete calculation of the Borrowing Base and all components
thereof.


 


[6           Attached
to this Notice of Borrowing is a true, correct and complete list of all Loan Assets which will become part of the Collateral Portfolio
on the date hereof, each Loan Asset reflected thereon being an Eligible Loan Asset; which list shall include the purchase price
of each such Loan Asset, if purchased or acquired by the Transferor, and the Fair Market Value of each such Loan Asset.]


 


[7           In
connection with such Advance, the Borrower or the Transferor shall deposit $ ____________ into the Unfunded Exposure
Account in connection with any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance.]


 


8.
          The Spread Modifier for such Advance is  _________%.


 


9.           With respect to Advances other than those contemplated by Section 2.02(f) of the Loan and Servicing Agreement, all
of the conditions applicable to the Advance requested herein as set forth in the Loan and Servicing Agreement have been satisfied
as of the date hereof and will remain satisfied to the date of such Advance, including those set forth in Article III of
the Loan and Servicing Agreement, and the following:


 


(i)   
       The representations and warranties of each of the Servicer and the Borrower, respectively, set forth in the Loan and Servicing
Agreement are true and correct in all respects on and as of such date, before and after giving effect to such Advance and to the
application of the proceeds therefrom, as though made


 




     Ex. F- 3


     


    


 


on and as of such date (other than any representation
or warranty that is made as of a specific date);


 


(ii)   
    No Event of Default has occurred, or would result from such Advance and no Unmatured Event of Default or Borrowing Base
Deficiency exists or would result from such Advance;


 


(iii)   
   No event has occurred and is continuing, or would result from such Advance, which constitutes a Servicer Termination Event
or any event which, if it continues uncured, will, with notice or lapse of time, constitute a Servicer Termination Event; and


 


(iv)   
   Each of the Servicer and the Borrower, respectively, is in compliance with each of its covenants set forth in the Transaction
Documents.


 


10.         Each of the undersigned certify that all information contained herein and in the attached Borrowing Base Certificate is
true, correct and complete in all material respects as of the date hereof.


 


[ATTACH BORROWING BASE CERTIFICATE AND LOAN ASSET SCHEDULE]


 




     Ex. F- 4


     


    


 


IN WITNESS WHEREOF, the undersigned
have executed this Notice of Borrowing as of the date first written above.


  


	 	CCT TOKYO FUNDING LLC,
	 	as the Borrower
	 	 	 
		By:	  
	 	 	Name:
	 	 	Title:






  


	 	FS KKR CAPITAL CORP.,
	 	as the Servicer
	 	 	 
		By:	  
	 	 	Name:
	 	 	Title:



 







     Ex. F- 5


     


    


 


EXHIBIT G


 


FORM OF NOTICE OF REDUCTION


 


(Reduction of Advances
Outstanding)3


 


[Date]


 


(CCT TOKYO FUNDING LLC)


 


Sumitomo Mitsui Banking Corporation,


as the Administrative Agent
and as the Collateral Agent


277
Park Avenue


New York, NY 10172


Attention: Christopher Keeshan


Telephone: 212-224-4967


Facsimile: 212-224-5198


 


With a copy to:


 


Wells Fargo Bank, National Association,


as the Collateral Custodian
and the Account Bank


Corporate
Trust Services Division


9062 Old Annapolis Rd.


Columbia, Maryland 21045


Attn: CDO Trust Services—CCT Tokyo Funding
LLC


Fax: (443) 367 3986


Phone: (410) 884-2000


 


Re:       Loan and Servicing
Agreement dated as of December 2, 2015


 


Ladies and Gentlemen:


 


This
Notice of Reduction is delivered to you pursuant to [Section 2.18(a)][Section 2.18(b)] of that certain Loan and Servicing
Agreement, dated as of December 2, 2015 (as amended, modified, waived, supplemented or restated from time to time, the “Loan
and Servicing Agreement”), by and among CCT Tokyo Funding LLC, as the borrower (in such capacity, the “Borrower”),
FS KKR Capital Corp. (as successor in interest to Corporate Capital Trust, Inc.), as the transferor (in such capacity, the “Transferor”)
and as the servicer (in such capacity, the “Servicer”), Sumitomo Mitsui Banking Corporation, as the administrative
agent (in such capacity, the “Administrative Agent”) and as the collateral agent (in such capacity, the “Collateral
Agent”), and each of the Lenders from time to time party thereto (the “Lenders”). Capitalized terms
used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.


 





 



3
Notice to be delivered at least three (3) Business Days prior to such reduction.


 




    Ex. G- 1


     


    

 


Each of the undersigned,
being a duly elected Responsible Officer of the Borrower and of the Servicer, respectively, and holding the office set forth below
such officer’s name, hereby certifies as follows:


 


1[(a)].
[Pursuant to Section 2.18(a) of the Loan and Servicing Agreement, the Servicer on behalf of the Borrower desires to reduce
the Advances Outstanding (an “Advance Reduction”) by the amount of $ ____________ as follows:


 


(i)           SMBC’s portion (reduction is pro rata based on Advances Outstanding) of such requested Advance Reduction is $ ____________.


 


(ii)          [Lender’s] portion (reduction is pro rata based on Advances Outstanding) of such requested Advance Reduction is $
____________.


 


(iii)         [Lender’s] portion (reduction is pro rata based on Advances Outstanding) of such requested Advance Reduction is $
____________.]


 


1[(b)].
[Pursuant to Section 2.18(b) of the Loan and Servicing Agreement, the Servicer on behalf of the Borrower desires to reduce
the Maximum Facility Amount (a “Facility Reduction”) by the amount of $ as follows:


 


(i)           SMBC’s portion (reduction is pro rata based on Maximum Facility Amount) of such requested Facility Reduction is $
____________.


 


(ii)          [Lender’s] portion (reduction is pro rata based on Maximum Facility Amount) of such requested Facility Reduction
is $ ____________.


 


(iii)         [Lender’s] portion (reduction is pro rata based on Maximum Facility Amount) of such requested Facility Reduction
is $ ____________.]


 


2.            The Servicer on behalf of the Borrower hereby requests that such [Advance Reduction] [and] [Facility Reduction] be made
on the following date: ____________.


 


3.            Attached to this Notice of Reduction is a true, correct and complete calculation of the Borrowing Base and all components
thereof.


 


4.            The Servicer, on behalf of the Borrower, hereby represents that no event would result from such [Advance Reduction] [and]
[Facility Reduction], which constitutes an Event of Default or Unmatured Event of Default.


 


Each of the undersigned certify
that all information contained herein and in the attached Borrowing Base Certificate is true and correct in all material respects
as of the date hereof.


 


[ATTACH BORROWING BASE
CERTIFICATE]


 


[Remainder of Page Intentionally
Left Blank]


 




    Ex. G- 2


     


    

 


IN WITNESS WHEREOF, the undersigned
have executed this Notice of Reduction as of the date first written above.


 





	 	CCT TOKYO FUNDING LLC,
	 	as the Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 





	 	FS KKR CAPITAL CORP.,
	 	as
    the Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 







    Ex. G- 3


     


    

 


EXHIBIT
H


 


FORM OF VARIABLE FUNDING NOTE


 





	$ __________	[________]
[___], 20 __






 


THIS
VARIABLE FUNDING NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS VARIABLE FUNDING NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS
OF THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.


 


THIS
VARIABLE FUNDING NOTE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT TO A
(A) QUALIFIED INSTITUTIONAL BUYER UNDER RULE 144A OF THE
SECURITIES ACT OR AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A)(1)-(3) OR (7) UNDER THE
SECURITIES ACT, IN EACH CASE, WHO IS ALSO A (B) QUALIFIED PURCHASER FOR PURPOSES OF SECTION 3(c)(7) OF THE 1940 ACT, AND IN
COMPLIANCE WITH THE TERMS OF THE LOAN AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR VALUE
RECEIVED, CCT TOKYO FUNDING LLC, a Delaware limited liability company (the “Borrower”), promises to pay to [Name
of Lender] (the “Lender”), or its successors or assigns, the principal sum of [_] DOLLARS ($[_]), or, if less,
the unpaid principal amount of the aggregate advances (“Advances”) made by the Lender to the Borrower pursuant
to the Loan and Servicing Agreement (as defined below), as set forth on the attached Schedule, on the dates specified in
the Loan and Servicing Agreement, and to pay interest on the unpaid principal amount of each Advance on each day that such unpaid
principal amount is outstanding, at the LIBOR Yield Rate or Base Rate Yield Rate, as applicable, related to such Advance as provided
in the Loan and Servicing Agreement, on each Payment Date and each other date specified in the Loan and Servicing Agreement.


 


This
Variable Funding Note (the “Note”) is issued pursuant to the Loan and Servicing Agreement, dated as of December
2, 2015 (as amended, modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”),
by and among CCT Tokyo Funding LLC, as the borrower (in such capacity, the “Borrower”), FS KKR Capital Corp.
(as successor in interest to Corporate Capital Trust, Inc.), as the transferor (in such capacity, the “Transferor”)
and as the servicer (in such capacity, the “Servicer”), Sumitomo Mitsui Banking Corporation, as the administrative
agent (in such capacity, the “Administrative Agent”) and as the collateral agent (in such capacity, the “Collateral
Agent”), and each of the Lenders from time to time party thereto (the “Lenders”). Capitalized terms
used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.


 


Notwithstanding
any other provisions contained in this Note, if at any time the rate of interest payable by the Borrower under this Note, when
combined with any and all other charges


 




    Ex. H- 1


     


    

 


provided for in this Note,
in the Loan and Servicing Agreement or in any other document (to the extent such other charges would constitute interest for the
purpose of any applicable law limiting interest that may be charged on this Note), exceeds the highest rate of interest permissible
under applicable law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be exceeded,
the rate of interest under this Note shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest
payable under this Note is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest under this Note at the
Maximum Lawful Rate until such time as the total interest paid by the Borrower is equal to the total interest that would have been
paid had applicable law not limited the interest rate payable under this Note. In no event shall the total interest received by
the Lender under this Note exceed the amount which the Lender could lawfully have received had the interest due under this Note
been calculated since the date of this Note at the Maximum Lawful Rate.


 


Payments
of the principal of, and interest on, Advances represented by this Note shall be made by or on behalf of the Borrower to the holder
hereof by wire transfer of immediately available funds in the manner and at the address specified for such purpose as provided
in the Loan and Servicing Agreement, without the presentation or surrender of this Note or the making of any notation on this Note.


 


If any
payment under this Note falls due on a day that is not a Business Day, then such due date shall be extended to the next succeeding
Business Day and interest shall be payable on any principal so extended at the LIBOR Yield Rate or Base Rate Yield Rate, as applicable.


 


If all
or a portion of (i) any interest payable hereunder or (ii) any other amounts payable hereunder shall not be paid when due other
than the principal amount hereof (whether at maturity, by acceleration or otherwise), such overdue amount shall bear interest at
a rate per annum that is equal to the Base Rate plus 2.0% (unless otherwise specified in the Loan and Servicing Agreement), in
each case from the date of such non-payment to (but excluding) the date such amount is paid in full.


 


For the
avoidance of doubt, if any Event of Default shall have occurred, with respect to the principal amount hereof, the LIBOR Yield Rate
or Base Rate Yield Rate, as applicable, shall be increased pursuant to the increase set forth in the definition of “Applicable
Spread” set forth in the Loan and Servicing Agreement, effective as of the date of the occurrence of such Event of Default,
and shall apply after the occurrence of such Event of Default.


 


Portions
or all of the principal amount of the Note shall become due and payable at the time or times set forth in the Loan and Servicing
Agreement. Any portion or all of the principal amount of this Note may be prepaid, together with interest thereon (and, as set
forth in the Loan and Servicing Agreement, certain costs and expenses of the Lender) at the time and in the manner set forth in,
but subject to the provisions of, the Loan and Servicing Agreement.


 


Except
as provided in the Loan and Servicing Agreement, the Borrower expressly waives presentment, demand, diligence, protest and all
notices of any kind whatsoever with respect to this Note.


 




    Ex. H- 2


     


    

 


All amounts
evidenced by this Note, the Lender’s Advances and all payments and prepayments of the principal hereof and the respective
dates and maturity dates thereof shall be endorsed by the Lender, on the Schedule attached hereto and made a part hereof
or on a continuation thereof, which shall be attached hereto and made a part hereof; provided that the failure of the Lender
to make such a notation shall not in any way limit or otherwise affect the obligations of the Borrower under this Note as provided
in the Loan and Servicing Agreement.


 


The holder
hereof may sell, assign, transfer, negotiate, grant participations in or otherwise dispose of all or any portion of any Advances
made by the Lender and represented by this Note and the indebtedness evidenced by this Note, subject to the applicable provisions
of the Loan and Servicing Agreement.


 


This
Note is secured by the security interests granted pursuant to Section 2.13 of the Loan and Servicing Agreement. The holder
of this Note is entitled to the benefits of the Loan and Servicing Agreement and may enforce the agreements of the Borrower contained
in the Loan and Servicing Agreement and exercise the remedies provided for by, or otherwise available in respect of, the Loan and
Servicing Agreement, all in accordance with, and subject to the restrictions contained in, the terms of the Loan and Servicing
Agreement. If an Event of Default shall occur, the unpaid balance of the principal of all Advances, together with accrued interest
thereon, may be declared, and may become, due and payable in the manner and with the effect provided in the Loan and Servicing
Agreement.


 


The Borrower,
the Transferor and the Servicer, the Lenders, the Administrative Agent and the Collateral Agent each intend, for federal, state
and local income and franchise tax purposes only, that this Note be evidence of indebtedness of the Borrower secured by the Collateral
Portfolio and the Lender under the Loan and Servicing Agreement, by the acceptance hereof, agrees to treat the Note for federal,
state and local income and franchise tax purposes as indebtedness of the Borrower.


 


The legends
set forth above shall be without prejudice to the characterization of the obligations of the Borrower hereunder in respect of the
Advances as a commercial loan and not a security.


 


This
Note is one of the “Variable Funding Notes” referred to in Section 2.01 of the Loan and Servicing Agreement.
This Note shall be construed in accordance with and governed by the laws of the State of New York.


 


[Remainder of Page Intentionally
Left Blank]


 




    Ex. H- 3


     


    

 


IN WITNESS WHEREOF, the undersigned
has executed this Note as on the date first written above.


 





	 	CCT TOKYO FUNDING LLC,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Ex. H- 4


     


    

 


	
    Schedule
    attached to Variable Funding Note dated [______________] [___], 20 ___ of CCT TOKYO FUNDING LLC payable to the
    order of [LENDER]
	Date
                                         of

                                                                                Advance
                                         or

                                                                                Repayment
	Principal

                                                                                Amount
                                         of

                                                                                Advance
	Principal

                                                                                Amount
                                         of

                                                                                Repayment
	Outstanding

                                                                                Principal

                                                                                Amount

	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 



    Ex. H- 5


     


    

 


EXHIBIT I


 


FORM OF NOTICE
AND REQUEST FOR CONSENT4


 


[_] [_], 20[_]


 


CCT TOKYO FUNDING LLC


 


		To:	Administrative Agent, with a copy to the Collateral Agent
and the Collateral Custodian



 


		Re:	Loan and Servicing Agreement dated as of December 2,
2015



 


Ladies and Gentlemen:


 


This Notice
and Request for Consent to Lien Release Dividend (this “Notice”) is delivered to you under Section 2.07(g)
of that certain Loan and Servicing Agreement, dated as of December 2, 2015 (as amended, modified, waived, supplemented or restated
from time to time, the “Loan and Servicing Agreement”), by and among CCT Tokyo Funding LLC, as the borrower
(in such capacity, the “Borrower”), FS KKR Capital Corp. (as successor in interest to Corporate Capital Trust,
Inc.), as the transferor (in such capacity, the “Transferor”) and as the servicer (in such capacity, the “Servicer”),
Sumitomo Mitsui Banking Corporation, as the administrative agent (in such capacity, the “Administrative Agent”)
and as the collateral agent (in such capacity, the “Collateral Agent”), and each of the Lenders from time to
time party thereto (the “Lenders”). Capitalized terms used but not defined herein shall have the meanings provided
in the Loan and Servicing Agreement.


 


Each of the undersigned, each being a duly elected
officer of the Borrower and the Transferor, respectively, holding the office set forth below such officer’s name, hereby
certifies as follows:


 


1.           
Pursuant to Section 2.07(g) of the Loan and Servicing Agreement, the Borrower and the Transferor request that the
(i) Administrative Agent consents to a release of the Collateral Agent’s, on behalf of the Secured Parties, lien on the Loan
Assets or portions thereof set forth on Annex 1 (together with, in the case of a transfer of the Loan Assets but not portions
thereof, any related Portfolio Assets) and to the distribution of such Loan Assets or portions thereof as a dividend from the Borrower
to the Transferor and (ii) Collateral Custodian releases the Required Loan Documents related thereto.


 


2.   
       The Borrower and the Transferor hereby request that such Lien Release
Dividend be made on the following date: ____________ (the “Lien Release Dividend Date”) which date
is at least five Business Days after this Notice is received by the Administrative Agent, the Collateral Agent and the
Collateral Custodian.


 


3.   
        The Borrower and the Transferor represent and warrant, as of the date hereof and as of the requested Lien Release Dividend
Date, as follows:


 


a)
No Event of Default has occurred and no Unmatured Event of Default exists.


 





 



4
To be delivered at least five (5) Business Days prior to the requested Lien Release Dividend Date.


 




    Ex. I- 1


     


    

 


b)            No more than four Lien Release Dividends shall have been made during the 12-month period immediately preceding the proposed
Lien Release Dividend Date.


 


c)            After
giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (1) no Borrowing Base Deficiency, Event of Default
or Unmatured Event of Default shall exist, (2) the representations and warranties contained in Sections 4.01,


4.02
and 4.03 of the Loan and Servicing Agreement shall continue to be correct in all material respects, except to the extent
relating to an earlier date, (3) the eligibility of any Loan Asset remaining as part of the Collateral Portfolio after the Lien
Release Dividend will be redetermined as of the Lien Release Dividend Date, (4) no claim shall have been asserted or proceeding
commenced challenging the enforceability or validity of any of the Required Loan Documents, and (5) there shall have been no Material
Adverse Effect with respect to the Servicer or the Borrower.


 


d)            (i) The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) substituted with Eligible Loan Assets
from the Transferor or any Affiliate pursuant to Section 2.07(a), sold pursuant to Sections 2.07(e) or released
pursuant to a Lien Release Dividend during the term of this Agreement shall not exceed 20% of the highest aggregate Outstanding
Balance of all Loan Assets at any time during the previous 12-month period, and (ii) the Outstanding Balance of all Defaulted
Loan Assets (other than Warranty Loan Assets) substituted with Eligible Loan Assets from the Transferor or any Affiliate pursuant
to Section 2.07(a), sold pursuant to Section 2.07(e) or released pursuant to a Lien Release Dividend during the
term of this Agreement shall not exceed 10% of the highest aggregate Outstanding Balance of all Loan Assets at any time during
the previous 12-month period.


 


4.           
Attached to this Notice is a Borrowing Base Certificate, including a calculation of the Borrowing Base after giving effect
to such Lien Release Dividend.


 


This
Notice shall not be effective unless all of the conditions applicable to the Lien Release Dividend requested herein set forth in
the Loan and Servicing Agreement have been satisfied within the time periods set forth in Section 2.07(g) of the Loan and
Servicing Agreement.


 


[ATTACH BORROWING BASE
CERTIFICATE]


 


[The Remainder Of This
Page Is Intentionally Left Blank]




    Ex. I- 2


     


    

 


IN WITNESS WHEREOF, the
undersigned has executed the Notice and Request for Consent to Lien Release Dividend as of the date first written above.


 








	 	CCT TOKYO FUNDING LLC,
	 	as the Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 





	 	FS KKR CAPITAL CORP.,
	 	as
    the Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 




    Ex. I- 3


     


    

 


 


Please indicate your consent
by signing and returning this signature page to the Notice and Request for Consent to Lien Release Dividend for receipt no later
than 11:00 A.M. on the day that is one Business Day prior to the requested Lien Release Dividend Date.


 


THE UNDERSIGNED ADMINISTRATIVE AGENT CONSENTS TO
THE LIEN RELEASE DIVIDEND


TO BE MADE ON [_______________]
[             ], 20[__]


 


SUMITOMO MITSUI BANKING CORPORATION,


as the Administrative Agent


 


	By:	 	 
	 	Name:	 
	 	Title:	 



 


	Dated:	 	 






 







    Ex. I- 4


     


    

 


ANNEX 1 To Notice


and


Request for Consent


 


Loan
Assets to be Released by Collateral Agent (at the direction of the Administrative Agent) and Transferred by Borrower to Transferor


 




    Ex. I- 5


     


    

 


EXHIBIT J-1


 


FORM OF MONTHLY SERVICING
REPORT


 


(See attached)


 




    Ex. J- 1


     


    

 


EXHIBIT J-2


 


FORM OF QUARTERLY
SERVICING REPORT


 


(See attached)


 




    Ex. J- 2


     


    

 


EXHIBIT
K


 


FORM
OF SERVICER’S CERTIFICATE


(SERVICING
REPORT)


 


SERVICER’S
CERTIFICATE


(SERVICING REPORT)


 


[_]
[_], 20[_]


 


This Servicer’s Certificate
is delivered pursuant to the provisions of Section 6.08(c) of the Loan and Servicing Agreement, dated as of December 2,
2015 (as amended, modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”),
by and among CCT Tokyo Funding LLC, as the borrower (in such capacity, the “Borrower”), FS KKR Capital Corp.
(as successor in interest to Corporate Capital Trust, Inc.), as the transferor (in such capacity, the “Transferor”)
and as the servicer (in such capacity, the “Servicer”), Sumitomo Mitsui Banking Corporation, as the administrative
agent (in such capacity, the “Administrative Agent”) and as the collateral agent (in such capacity, the “Collateral
Agent”), and each of the Lenders from time to time party thereto (the “Lenders”). Capitalized terms
used and not otherwise defined herein shall have the meanings provided in the Loan and Servicing Agreement. This Servicer’s
Certificate relates to the Servicing Report set forth on the attached Schedule A.


 


		A.	FS
KKR Capital Corp. is the Servicer under the Loan and Servicing Agreement.



 


		B.	The
undersigned hereby certifies to the Administrative Agent, the Collateral Agent, the Lenders and the other Secured Parties that,
as of the date hereof, no Event of Default has occurred and no Unmatured Event of Default exists (other than any Event of Default
or Unmatured Event of Default which has been previously disclosed to the Administrative Agent as such).



 


		C.	The
undersigned hereby certifies to the Administrative Agent, the Collateral Agent, the Lenders and the other Secured Parties that
all of the foregoing information and all of the information set forth on the attached Schedule A is true, complete and
accurate in all material respects as of the date hereof.



 


[Remainder
of Page Left Intentionally Blank]


 






    Ex. K- 1 


     


    




 


IN
WITNESS WHEREOF, the undersigned has caused this Servicer’s Certificate to be duly executed as of the date first written
above.


 





	 	FS KKR CAPITAL CORP.,
	 	as the Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Ex. K- 2 


     


    

 





SCHEDULE
A

to

Exhibit K


 


SERVICING
REPORT


 


(See
attached)



 






    Ex. K- 3 


     


    

 


EXHIBIT
L


 


FORM
OF RELEASE OF REQUIRED LOAN DOCUMENTS


 


[Delivery
Date]


 


Wells
Fargo Bank, National Association,


     as
the Collateral Custodian


Corporate
Trust Services Division


9062
Old Annapolis Rd.


Columbia,
Maryland 21045


Attn:
CDO Trust Services—CCT Tokyo Funding LLC


Fax:
(443) 367 3986


Phone:
(410) 884-2000


 


With
a copy to:


 


Sumitomo
Mitsui Banking Corporation


     as
Collateral Agent


277
Park Avenue


New
York, NY 10172


Attention:
Christopher Keeshan


Telephone:
212-224-4967


Facsimile:
212-224-5198


 


		Re:	Loan
and Servicing Agreement, dated as of December 2, 2015 (as amended, modified, waived, supplemented or restated from time to time,
the “Loan and Servicing Agreement”), by and among CCT Tokyo Funding LLC, as the borrower (in such capacity,
the “Borrower”), FS KKR Capital Corp. (as successor in interest to Corporate Capital Trust, Inc.), as the transferor
(in such capacity, the “Transferor”) and as the servicer (in such capacity, the “Servicer”),
Sumitomo Mitsui Banking Corporation, as the administrative agent (in such capacity, the “Administrative Agent”)
and as the collateral agent (in such capacity, the “Collateral Agent”), and each of the Lenders from time to
time party thereto (the “Lenders”) and that certain Custody Agreement, dated as of December 2, 2015 (as amended,
modified, waived, supplemented or restated from time to time, the “Custody Agreement”), by and among the Borrower,
as the company, the Servicer, as transferor and servicer, the Administrative Agent, as administrative agent and collateral agent,
and Wells Fargo Bank, National Association, as Custodian.



 


Ladies
and Gentlemen:


 


In
connection with the administration of the Required Loan Documents held by Wells Fargo Bank, National Association as the
Collateral Custodian, for the benefit of the Secured Parties, under the Loan and Servicing Agreement, we request the release
of the Required Loan Documents (or such documents as specified below) for the Loan Assets described below, for the


 






    Ex. L- 1 


     


    

 


reason
indicated. All capitalized terms used but not defined herein shall have the meaning provided in the Loan and Servicing
Agreement.


 


Obligor’s
Name, Address & Zip Code:


 


Loan Asset Number:


 


Loan
Asset File:


 






    Ex. L- 2 


     


    

 


Reason
for Requested Documents (check one)


 


	______	1.	Loan
Asset paid in full. (The Servicer hereby certifies that all amounts received in connection with such Loan Asset have been credited
to the Collection Account).



 


	______	2.	Loan
Asset liquidated by                                                      . (The Servicer hereby certifies that all proceeds of foreclosure, insurance, condemnation or other
liquidation have been finally received and credited to the Collection Account).



 


	______	3.	Loan
Asset in foreclosure.



 


	______	4.	Loan
Asset released pursuant to a Lien Release Dividend or sold or substituted in accordance with the applicable provisions of Section
2.07.



 


	______	5.	Loan
Asset returned due to a failure to satisfy the Review Criteria pursuant to Section 3.3 of the Custody Agreement.



 


	______	6.	Other
(explain).



 


If
box 1 or 2 above is checked, and if all or part of the Required Loan Documents were previously released to us, please release
to us the Required Loan Documents, requested in our previous request and receipt on file with you, as well as any additional documents
in your possession relating to the specified Loan Asset.


 


[Remainder
of Page Left Intentionally Blank]


 






    Ex. L- 3 


     


    

 





	 	FS KKR CAPITAL CORP.,
	 	as
    the Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Date:










 


[Signatures
Continue]


 






    Ex. L- 4 


     


    

 


Consent
of Administrative Agent:


 





	 	SUMITOMO MITSUI BANKING CORPORATION,
as the Administrative Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Date:


 






    Ex. L- 5 


     


    

 


EXHIBIT
M


 


FORM
OF ASSIGNMENT AND ACCEPTANCE


 


Dated: [_____] [_], 20 __


 


Reference
is made to the Loan and Servicing Agreement, dated as of December 2, 2015 (as amended, modified, waived, supplemented or restated
from time to time, the “Loan and Servicing Agreement”), by and among CCT Tokyo Funding LLC, as the borrower
(in such capacity, the “Borrower”), FS KKR Capital Corp. (as successor in interest to Corporate Capital Trust,
Inc.), as the transferor (in such capacity, the “Transferor”) and as the servicer (in such capacity, the “Servicer”),
Sumitomo Mitsui Banking Corporation, as the administrative agent (in such capacity, the “Administrative Agent”)
and as the collateral agent (in such capacity, the “Collateral Agent”), and each of the Lenders from time to
time party thereto (the “Lenders”). Terms defined in the Loan and Servicing Agreement are used herein with
the same meaning. This Assignment and Acceptance is delivered pursuant to Section 11.04(a) of the Loan and Servicing Agreement.


 


                                                                                          (the “Assignor”) and                                                                                           (the “Assignee”)
agree as follows:


 


1.          The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest
in and to all of the Assignor’s rights and obligations under the Loan and Servicing Agreement as of the date hereof which
represents the percentage interest specified in Section 1 of Schedule 1 of all outstanding rights and obligations of the Assignor
under the Loan and Servicing Agreement, including, without limitation, such interest in the Assignor’s Commitment and the
Advances made by the Assignor. After giving effect to such sale and assignment, the Assignee’s Commitment and the amount
of Advances made by the Assignee will be as set forth in Section 2 of Schedule 1.


 


2.          The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder
and that such interest is free and clear of any adverse claim; and (ii) makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in connection with the Loan and Servicing Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan and Servicing Agreement or any
other instrument or document furnished pursuant thereto.


 


3.          The Assignee (i) confirms that it has received a copy of the Loan and Servicing Agreement, together with copies of such financial
statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Administrative
Agent or the Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Loan and Servicing Agreement; (iii) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan and Servicing Agreement
as are delegated to the Administrative Agent by the


 






    Ex. M- 1 


     


    

 


terms
thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with
their terms all of the obligations which by the terms of the Loan and Servicing Agreement are required to be performed by it as
a Lender.


 


4.          Assignee hereby represents and warrants that it is (a) either a “qualified institutional buyer” under Rule 144A of
the Securities Act or an institutional “accredited investor” as defined in Rule 501(a)(1)-(3) or (7) under the Securities
Act and (b) a “qualified purchaser” under the 1940 Act. Such representation shall be without prejudice to the characterization
of the obligations of the Borrower set forth in the Loan and Servicing Agreement in respect of the Advances as commercial loans
and not as securities.


 


5.          Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to the Administrative
Agent for acceptance and recording. The effective date of this Assignment and Acceptance (the “Transfer Date”)
shall be the date of acceptance thereof by the Administrative Agent, unless a later date is specified in Section 3 of Schedule
1.


 


6.          Upon such acceptance and recording by the Administrative Agent, as of the Transfer Date, (i) the Assignee shall be a party to
the Loan and Servicing Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations
of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights
and be released from its obligations under the Loan and Servicing Agreement.


 


7.          Upon such acceptance and recording by the Administrative Agent, from and after the Transfer Date, the Administrative Agent shall
make, or cause to be made, all payments under the Loan and Servicing Agreement in respect of the interest assigned hereby (including,
without limitation, all payments of principal, interest, and Non-Usage Fee with respect thereto) to the Assignee. The Assignor
and Assignee shall make all appropriate adjustments in payments under the Loan and Servicing Agreement for periods prior to the
Transfer Date directly between themselves.


 


8.          The Assignee agrees that it may not, prior to the date that is one year (or, if longer, the then applicable preference period)
plus one day after the Collection Date, institute against, or join any other individual or entity in instituting against the Borrower
any bankruptcy, reorganization, arrangement, winding-up, insolvency, moratorium or liquidation proceedings, or other proceedings
under United States federal or state bankruptcy laws, or any similar laws. This paragraph 8 is a material inducement for the Assignor
to enter into this Assignment and Acceptance and the transactions contemplated hereby and are an essential term hereof. The Collateral
Agent (acting as directed by the Administrative Agent) with the consent of the Lenders may seek and obtain specific performance
of this provision (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement,
winding-up, insolvency, moratorium or liquidation proceedings under United States federal or state bankruptcy laws, or any similar
laws.


 


9.          This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York.


 






    Ex. M- 2 


     


    

 


[Remainder
of Page Intentionally Left Blank]


 






    Ex. M- 3 


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto
duly authorized, as of the date first above written.


 





	 	[ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for notices
	 	[Address]
	 	 	 
	 	[ASSIGNEE]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for notices
	 	[Address]


 


	[Consented to:]55	 
	 	 	 
	CCT TOKYO FUNDING LLC	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 





 






 





 





5
To be added if consent of the Borrower is required by Section 11.04(a) of the Loan and Servicing Agreement.


 






    Ex. M- 4 


     


    

 


Schedule
1


 


to


 


Assignment
and Acceptance 


Dated                          , 20      


 





	Section 1.	 	 
	 	 	 
	Percentage Interest:	_____%	 
	 	 	 
	Section 2.	 	 
	 	 	 
	Assignee’s
    Commitment:	 	$____________
	 	 	 
	Aggregate Outstanding	 	 
	Advances Owing to
    the Assignee:	 	$____________
	 	 	 
	Section 3.	 	 
	 	 	 
	Transfer Date:	 	____________________, 20__




 






    Ex. M- 5 


     


    

 


EXHIBIT
N


 


FORM
OF POWER OF ATTORNEY


FS
KKR CAPITAL CORP.


 


December
2, 2015


 


This Power of Attorney is executed
and delivered by FS KKR Capital Corp. (as successor in interest to Corporate Capital Trust, Inc.), as the Transferor and as the
Servicer under the Loan and Servicing Agreement (each as defined below), to Sumitomo Mitsui Banking Corporation, as the [Collateral
Agent]/[Administrative Agent] under the Loan and Servicing Agreement (in such capacity, the “Attorney”), pursuant
to that certain Loan and Servicing Agreement, dated as of December 2, 2015 (as amended, modified, waived, supplemented or restated
from time to time, the “Loan and Servicing Agreement”), by and among CCT Tokyo Funding LLC, as the borrower
(in such capacity, the “Borrower”), FS KKR Capital Corp., as the transferor (in such capacity, the “Transferor”)
and as the servicer (in such capacity, the “Servicer”), Sumitomo Mitsui Banking Corporation, as the administrative
agent (in such capacity, the “Administrative Agent”) and as the collateral agent (in such capacity, the “Collateral
Agent”), and each of the Lenders from time to time party thereto (the “Lenders”). Capitalized terms
used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.


 


No
person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby,
shall be required to inquire into or seek confirmation from Servicer as to the authority of Attorney to take any action described
below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney
unconditionally the authority to take and perform the actions contemplated herein, and Servicer irrevocably waives any right to
commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority
granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest and may not be revoked
or canceled by Servicer until all obligations of the Borrower under the Transaction Documents have been indefeasibly paid in full
and Attorney has provided its written consent thereto (which consent shall not be unreasonably withheld or delayed).


 


FS
KKR Capital Corp., as the Servicer, hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents
designated by Attorney), solely in connection with the enforcement of the rights and remedies of the Administrative Agent, the
Collateral Agent, the Lenders and the other Secured Parties under the Loan and Servicing Agreement and in connection with notifying
Obligors of the Collateral Agent’s interest in the Collateral Portfolio pursuant to Section 5.01(cc) of the Loan
and Servicing Agreement, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power
and authority in the Servicer’s place and stead and at the Servicer’s expense and in the Servicer’s name or
in Attorney’s own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to
execute and deliver any and all documents and instruments that may be necessary or desirable to exercise the rights of the Servicer
under the Loan and Servicing Agreement and the other Transaction Documents, and, without limiting the generality of the foregoing,
hereby grants to Attorney the power and right, on its behalf, without notice to or assent by it, to do the following in connection
with exercising the rights of the Servicer under the Loan and Servicing


 






    Ex. N- 1 


     


    

 


Agreement:
(a) open mail for Servicer, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive
payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due, and sign and endorse any
invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications,
and notices, in each case in connection with the Collateral Portfolio; (b) effect any repairs to any of the Collateral Portfolio,
or continue or obtain any insurance with respect to the Collateral Portfolio and pay all or any part of the premiums therefor
and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions
with respect to such policies; (c) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened
against the Collateral Portfolio; (d) to the extent related to the Collateral Portfolio and the transactions contemplated by the
Transaction Documents, defend any suit, action or proceeding brought against Servicer with respect to the Collateral Portfolio
if Servicer does not defend such suit, action or proceeding or if Attorney reasonably believes that it is not pursuing such defense
in a manner that will maximize the recovery to Attorney with respect to the Collateral Portfolio, and settle, compromise or adjust
any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may
deem appropriate; (e) file or prosecute any claim, litigation, suit or proceeding in any court of competent jurisdiction or before
any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such
moneys due to Servicer with respect to the Collateral Portfolio whenever payable and to enforce any other right in respect of
the Collateral Portfolio; (f) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with the Collateral
Portfolio, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance
or transfer in connection therewith; (g) to give any necessary receipts or acquittance for amounts collected or received under
the Loan and Servicing Agreement; (h) to make all necessary transfers of the Collateral Portfolio in connection with any such
sale or other disposition made pursuant to the Loan and Servicing Agreement; (i) to execute and deliver for value all necessary
or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition of the Collateral
Portfolio, the Servicer hereby ratifying and confirming all that such Attorney (or any substitute) shall lawfully do or cause
to be done hereunder and pursuant hereto; (j) to send such notification forms as the Attorney deems appropriate to give notice
to Obligors of the Secured Parties’ interest in the Collateral Portfolio; (k) to sign any agreements, orders or other documents
in connection with or pursuant to any Transaction Document; and (l) to cause the certified public accountants then engaged by
the Servicer to prepare and deliver to the Attorney at any time and from time to time, promptly upon Attorney’s request,
any reports required to be prepared by or on behalf of the Servicer or Borrower under the Transaction Documents, all as though
Attorney were the absolute owner of the Collateral Portfolio for all purposes, and to do, at Attorney’s option and Servicer’s
expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve
or realize upon the Collateral Portfolio and the Liens of the Collateral Agent, for benefit of the Secured Parties, thereon (including
without limitation the execution and filing of UCC financing statements and continuation statements), all as fully and effectively
as Servicer might do. Servicer hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause
to be done by virtue hereof.


 


[Remainder
of Page Left Intentionally Blank]


 






    Ex. N- 2 


     


    

 


IN
WITNESS WHEREOF, this Power of Attorney is executed by the Servicer, and the Servicer has caused its seal to be affixed pursuant
to the authority of its managers and/or members as of the date first written above.


 





	 	FS KKR CAPITAL CORP.,
	 	as the Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Sworn
to and subscribed before 

me this December 2, 2015:


 


Notary Public


 






    Ex. N- 3 


     


    

 


EXHIBIT
O


 


FORM
OF POWER OF ATTORNEY


CCT
TOKYO FUNDING LLC


 


December
2, 2015


 


This Power of Attorney is executed
and delivered by CCT Tokyo Funding LLC, as the Borrower under the Loan and Servicing Agreement (each as defined below), to Sumitomo
Mitsui Banking Corporation, as the [Collateral Agent]/[Administrative Agent] under the Loan and Servicing Agreement (in such capacity,
the “Attorney”), pursuant to that certain Loan and Servicing Agreement, dated as of December 2, 2015 (as amended,
modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”), by and among
CCT Tokyo Funding LLC, as the borrower (in such capacity, the “Borrower”), FS KKR Capital Corp. (as successor
in interest to Corporate Capital Trust, Inc.), as the transferor (in such capacity, the “Transferor”) and as
the servicer (in such capacity, the “Servicer”), Sumitomo Mitsui Banking Corporation, as the administrative
agent (in such capacity, the “Administrative Agent”) and as the collateral agent (in such capacity, the “Collateral
Agent”), and each of the Lenders from time to time party thereto (the “Lenders”). Capitalized terms
used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.


 


No
person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby,
shall be required to inquire into or seek confirmation from Borrower as to the authority of Attorney to take any action described
below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney
unconditionally the authority to take and perform the actions contemplated herein, and Borrower irrevocably waives any right to
commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority
granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest and may not be revoked
or canceled by Borrower until all obligations of the Borrower under the Transaction Documents have been indefeasibly paid in full
and Attorney has provided its written consent thereto (which consent shall not be unreasonably withheld or delayed).


 


CCT
Tokyo Funding LLC hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney),
solely in connection with the enforcement of the rights and remedies of the Administrative Agent, the Collateral Agent, the Lenders
and the other Secured Parties under the Loan and Servicing Agreement and in connection with notifying Obligors of the Collateral
Agent’s interest in the Collateral Portfolio pursuant to Section 5.01(cc) of the Loan and Servicing Agreement, with
full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the Borrower’s
place and stead and at the Borrower’s expense and in the Borrower’s name or in Attorney’s own name, from time
to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents
and instruments that may be necessary or desirable to accomplish the purposes of the Loan and Servicing Agreement and the other
Transaction Documents, and, without limiting the generality of the foregoing, hereby grants to Attorney the power and right, on
its behalf, without notice to or assent by it, to do the following: (a) open mail for Borrower, and ask, demand, collect, give
acquittances and receipts for, take possession of, or endorse and


 






    Ex. O- 1 


     


    

 


receive
payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due, and sign and endorse any
invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications,
and notices; (b) effect any repairs to any of the Borrower’s assets, or continue or obtain any insurance and pay all or
any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance,
and make all determinations and decisions with respect to such policies; (c) pay or discharge any taxes, Liens, or other encumbrances
levied or placed on or threatened against the Borrower or the Borrower’s property; (d) to the extent related to the Collateral
Portfolio and the transactions contemplated by the Transaction Documents, defend any suit, action or proceeding brought against
Borrower if Borrower does not defend such suit, action or proceeding or if Attorney reasonably believes that it is not pursuing
such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding
described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (e) file or prosecute
any claim, litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action
otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due to Borrower whenever payable
and to enforce any other right in respect of the Borrower’s property; (f)   sell, transfer, pledge, make any agreement
with respect to, or otherwise deal with, any of the Borrower’s property, and execute, in connection with such sale or action,
any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; (g) to give any necessary
receipts or acquittance for amounts collected or received under the Loan and Servicing Agreement; (h) to make all necessary transfers
of the Collateral Portfolio in connection with any such sale or other disposition made pursuant to the Loan and Servicing Agreement;
(i) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection
with any such sale or other disposition of the Collateral Portfolio, the Borrower hereby ratifying and confirming all that such
Attorney (or any substitute) shall lawfully do or cause to be done hereunder and pursuant hereto; (j) to send such notification
forms as the Attorney deems appropriate to give notice to Obligors of the Secured Parties’ interest in the Collateral Portfolio;
(k) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document; and (l) to cause
the certified public accountants then engaged by the Borrower to prepare and deliver to the Attorney at any time and from time
to time, promptly upon Attorney’s request, any reports required to be prepared by or on behalf of the Borrower under the
Transaction Documents, all as though Attorney were the absolute owner of the Borrower’s property for all purposes, and to
do, at Attorney’s option and Borrower’s expense, at any time or from time to time, all acts and other things that
Attorney reasonably deems necessary to perfect, preserve or realize upon the Collateral Portfolio and the Liens of the Collateral
Agent, for the benefit of the Secured Parties, thereon (including without limitation the execution and filing of UCC financing
statements and continuation statements), all as fully and effectively as Borrower might do. Borrower hereby ratifies, to the extent
permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.


 


[Remainder
of Page Left Intentionally Blank]


 






    Ex. O- 2 


     


    

 


IN
WITNESS WHEREOF, this Power of Attorney is executed by the Borrower, and the Borrower has caused its seal to be affixed pursuant
to the authority of its managers and/or members as of the date first written above.


 





	 	CCT TOKYO FUNDING LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Sworn
to and subscribed before 

me this December 2, 2015:


 





 



Notary
Public


 






    Ex. O- 3 


     


    

 


EXHIBIT
P


 


FORM
OF SERVICER’S CERTIFICATE


(LOAN
ASSET REGISTER)


 


SERVICER’S
CERTIFICATE 

(LOAN ASSET REGISTER)


 


[_]
[_], 20[_]


 


This Servicer’s Certificate
is delivered pursuant to the provisions of Section 5.03(k) of the Loan and Servicing Agreement, dated as of December 2,
2015 (as amended, modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”),
by and among CCT Tokyo Funding LLC, as the borrower (in such capacity, the “Borrower”), FS KKR Capital Corp.
(as successor in interest to Corporate Capital Trust, Inc.), as the transferor (in such capacity, the “Transferor”)
and as the servicer (in such capacity, the “Servicer”), Sumitomo Mitsui Banking Corporation, as the administrative
agent (in such capacity, the “Administrative Agent”) and as the collateral agent (in such capacity, the “Collateral
Agent”), and each of the Lenders from time to time party thereto (the “Lenders”). Capitalized terms
used and not otherwise defined herein shall have the meanings provided in the Loan and Servicing Agreement. This Servicer’s
Certificate relates to the Loan Asset Register set forth on the attached Schedule A.


 


		A.	FS
KKR Capital Corp. is the Servicer under the Loan and Servicing Agreement.



 


		B.	The
undersigned hereby certifies to the Administrative Agent, the Collateral Agent, the Collateral Custodian, the Lenders and the
other Secured Parties that all of the foregoing information and all of the information set forth on the attached Schedule A
is true, complete and accurate in all material respects as of the date hereof.



 


[Remainder
of Page Left Intentionally Blank]


 






    Ex. P- 1 


     


    

 


IN
WITNESS WHEREOF, the undersigned has caused this Servicer’s Certificate to be duly executed as of the date first written
above.


 





	 	FS KKR CAPITAL CORP.,
	 	as the Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Ex. P- 2 


     


    

 


SCHEDULE
A


to
Exhibit P


 


LOAN
ASSET REGISTER


 


(See
attached)



 






    Ex. P- 3 


     


    

 


EXHIBIT
Q








 


FORM
OF UNDERWRITING REQUEST 


 


LOAN ASSET


UNDERWRITING
REQUEST





 





	DATE OF REQUEST	 	 
	 	 	 
	PROPOSED LOAN ASSET	 	 
	INFORMATION66	 	 
	 	 	 
	Obligor Name	 	 
	 	 	 
	Tranche Description	 	 
	 	 	 
	Par Amount	 	 
	 	 	 
	Purchase Price (specify any discount)	 	 
	 	 	 
	Fair Market Value	 	 
	 	 	 
	Unfunded Exposure Amount	 	 
	 	 	 
	Pricing	 	 
	 	 	 
	Maturity Date of Loan Asset	 	 
	 	 	 
	Requested Exceptions to Eligibility Criteria
    for Loan Asset	 	See
    attached Schedule 1




 


THE
UNDERSIGNED HEREBY ACKNOWLEDGES AND AGREES THAT THE UNDERWRITING PERIOD SHALL NOT COMMENCE UNLESS THIS REQUEST IS ACCOMPANIED
BY ALL DOCUMENTS AND INFORMATION LISTED ON SCHEDULE 2 (TO THE EXTENT REASONABLY AVAILABLE TO THE SERVICER) WITH RESPECT TO THE
ABOVE REFERENCED LOAN ASSET TO THE SATISFACTION OF, AND AS REASONABLY DETERMINED BY, THE ADMINISTRATIVE AGENT.


 


[Signature
Page Follows]


 


 


 






66To be completed to the extent such information is reasonably available to the Servicer as of the date of the request; provided that,
the Servicer shall promptly provide any such incomplete information to the Administrative Agent as soon as such
information becomes reasonably available.


 






    Ex. Q- 1 


     


    

 


Certified
as of the date first written above.


 





	 	FS KKR CAPITAL CORP.,
	 	as the Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Ex. Q- 2 


     


    

 


 Schedule
1 to Exhibit Q


 


Requested
Exceptions to Eligibility Criteria for Loan Asset


 






    Ex. Q- 3 


     


    

 


Schedule
2 to Exhibit Q


 


Loan
Asset Documentation and Information


 


		–	Final,
executed copies of the following (with all exhibits, schedules and other attachments):



		–	Loan
                                         Agreement



		–	security
                                         agreement(s) and mortgage(s), as applicable



		–	intercreditor
                                         or subordination agreement, as applicable



		–	subordinated
                                         Loan Agreement, as applicable



		–	Audited
                                         financial statements with respect to each of the most recent three fiscal years of the
                                         Obligors (if no audited financial information available, equivalent reporting information
                                         shall be attached, such as unaudited financial statements for such periods and/or any
                                         quality of earnings analyses, etc.)



		–	Interim
                                         financial statements since last audit (if request is made at any time other than the
                                         end of the fiscal year of the Obligors)



		–	Financial
                                         projections and assumptions



		–	Final
                                         sources and uses



		–	Corporate
                                         organizational chart



		–	Servicer
                                         investment memorandum (including post-closing memorandum, if available)
	 	–	______________________________________________
	 	–	______________________________________________
	 	–	______________________________________________
	 	–	______________________________________________
	 	–	______________________________________________7



  


 






7
Insert any additional information that Administrative Agent has reasonably requested to be provided with respect to such
Loan Asset.


 






    Ex. Q- 4