Exhibit 10.1


 


OMNIBUS AMENDMENT TO TRANSACTION
DOCUMENTS, dated as of June 7, 2022 (this “Amendment”), among TPVC FUNDING COMPANY LLC, as borrower (the “Borrower”),
TRIPLEPOINT PRIVATE VENTURE CREDIT INC., in its individual capacity (“TPVC”) and as collateral manager (in such capacity,
the “Collateral Manager”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Custodian (in such capacity, the “Custodian”),
DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as Facility Agent (in such capacity, together with its successors
and permitted assigns in such capacity, the “Facility Agent”), COMPUTERSHARE TRUST COMPANY, N.A. (“Computershare”),
as Successor Custodian (as defined below), and DBNY, MUFG UNION BANK, N.A. (“MUFG”), TIAA, FSB (“TIAA”)
and KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as committed lenders (in such capacity, each a “Lender”
and collectively, the “Lenders”).


 


WHEREAS, the Borrower, TPVC,
as equityholder, the Collateral Manager, Vervent Inc., as backup collateral manager, Deutsche Bank Trust Company Americas, as the paying
agent and as the collection account bank, the Custodian, the Facility Agent, DBNY and MUFG, as joint lead arrangers, and each Lender party
thereto are party to the Receivables Financing Agreement, dated as of July 15, 2020 (as amended, supplemented, amended and restated and
otherwise modified from time to time, the “Receivables Financing Agreement”);


 


WHEREAS, the parties hereto
desire to appoint Computershare as successor to Deutsche Bank Trust Company Americas as Custodian under the Receivables Financing Agreement;


 


WHEREAS, Computershare agrees
to assume the rights and obligations as Custodian from Deutsche Bank Trust Company Americas as set forth in the Receivables Financing
Agreement (as amended in accordance with this Amendment), and Deutsche Bank Trust Company Americas shall not, subject to the terms of
the Receivables Financing Agreement, have any further rights, duties or obligations under the Receivables Financing Agreement or any other
Transaction Document solely with respect to its role as Custodian;


 


WHEREAS, the Lenders and the
Facility Agent hereby authorize and direct the Custodian to execute this Amendment; and


 


WHEREAS, the Borrower, the Collateral
Manager, the Custodian, the Facility Agent and the Lenders have agreed to amend the Receivables Financing Agreement in accordance with
Section 18.2 of the Receivables Financing Agreement and subject to the terms and conditions set forth herein.


 



     


     


    

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




 


ARTICLE
I


 


Definitions


 


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


 


ARTICLE
II


 


Amendments


 


SECTION 2.1. Amendments
to the Receivables Financing Agreement. As of the date of this Amendment, the Receivables Financing Agreement is hereby amended as
follows:


 


(a)   to
delete the stricken text (indicated textually in the same manner as the following example: stricken text)
and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold
and double-underlined text) as set forth on the pages of the Receivables Financing Agreement attached as Appendix A
hereto; and


 


(b)   to
delete the stricken text (indicated textually in the same manner as the following example: stricken text)
and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold
and double-underlined text) as set forth on the pages of the Exhibits and Schedules attached as Appendix B hereto.


 


ARTICLE
III


 


Omnibus Amendment to Transaction
Documents


 


SECTION 3.1. All Transaction
Documents other than the Receivables Financing Agreement are hereby amended, to the extent applicable and solely with respect to its role
as Custodian, to delete all references to “Deutsche Bank Trust Company Americas” and insert “Computershare Trust Company,
N.A.” in lieu thereof.


 


ARTICLE
IV


 


Conditions to Effectiveness


 


SECTION 4.1. This Amendment
shall become effective as of the date first written above upon (i) the satisfaction of the execution and delivery of this Amendment by
each party hereto and (ii) the delivery by the Successor Custodian of a certificate of the Secretary or Assistant Secretary of the Successor
Custodian certifying the names and true signatures of the officers authorized on its behalf to sign this Amendment and the other documents
to which it is a party.


 






    2


     


    

 


ARTICLE
V


 


Representations and Warranties


 


SECTION 5.1. The Borrower
hereby represents and warrants to the Facility Agent and to the Successor Custodian that, as of the date first written above, (i) no
Facility Termination Event, Unmatured Facility Termination Event, Servicer Default or Unmatured Servicer Default has occurred and is
continuing and (ii) the representations and warranties of each of the Borrower and the Collateral Manager contained in the
Receivables Financing Agreement are true and correct in all material respects on and as of such day (other than any representation
and warranty that is made as of a specific date).


 


ARTICLE
VI


 


Appointment and Acceptance
of Successor Custodian


 


SECTION 6.1. Pursuant to
the terms of the Receivables Financing Agreement, each of the Facility Agent and the Borrower hereby appoints Computershare as the successor
custodian (in such capacity and not in its individual capacity, the “Successor Custodian”) under the Receivables Financing
Agreement, such appointment to take effect upon the acceptance by Computershare of its appointment pursuant to the terms of the Receivables
Financing Agreement and in accordance with Section 6.2 of this Amendment. Upon its acceptance, Computershare shall succeed to all of the
rights, duties and obligations of the Resigning Custodian (as defined below) under the Receivables Financing Agreement (as amended in
accordance with this Amendment).


 


SECTION 6.2. In accordance
with the terms of the Receivables Financing Agreement, Computershare hereby accepts its appointment as Successor Custodian, and accepts
the rights, powers, privileges, immunities, indemnities, duties and obligations of the Custodian under the Receivables Financing Agreement
(as amended in accordance with this Amendment) and the other Transaction Documents. Computershare agrees to perform all such rights, duties
and obligations pertaining to the above appointment in accordance with the terms and conditions set forth in the Receivables Financing
Agreement (as amended in accordance with this Amendment).


 


SECTION 6.3. The Collateral
Manager hereby consents to the appointment of Computershare as the Successor Custodian.


 


SECTION 6.4. The Successor
Custodian shall be entitled to conclusively rely upon, and shall not incur any liability for relying upon, the records and other information
supplied to it by the Resigning Custodian, any Borrower, the Collateral Manager and the Facility Agent or any of their respective Affiliates,
and in no event shall the Successor Custodian have any liability in respect of the Contract Files being administered by the Resigning
Custodian, as Custodian under the Receivables Financing Agreement prior to the effectiveness of this Amendment.


 






    3


     


    

 


ARTICLE
VII


 


Regarding the Resigning Custodian


 


SECTION 7.1. Deutsche Bank
Trust Company Americas (the “Resigning Custodian”) hereby covenants and agrees with the Successor Custodian and the
other parties hereto that:


 


(a) the
Resigning Custodian shall (i) promptly but no later than 60 days from the date of this Omnibus Amendment transfer to the Successor
Custodian, as directed in writing by the Facility Agent in Exhibit A attached hereto (the “Release Request”), all
of the Contract Files being administered by the Custodian under the Receivables Financing Agreement as listed in the Release
Request, in accordance with the terms of the Receivables Financing Agreement, and (ii) reasonably cooperate in such other actions as
are reasonably necessary to transfer its custodial duties set forth in the Receivables Financing Agreement and the other Transaction
Documents, as directed in writing by the Facility Agent;


 


(b) at
the Borrower’s expense and the written direction of the Facility Agent, the Resigning Custodian shall execute and deliver such further
instruments provided to it and shall do such other things as the Successor Custodian may reasonably require so as to more fully and certainly
vest and confirm in the Successor Custodian all of the rights and powers hereby assigned, transferred and delivered to the Successor Custodian;
and


 


(c)   upon
the delivery of all Contract Files listed in the Release Request to the successor custodian in accordance with the terms herein, Deutsche
Bank Trust Company Americas shall have no further rights, duties or obligations under the Agreement or any other Transaction Document,
other than such rights, protections, immunities and indemnities granted to Deutsche Bank Trust Company Americas as Custodian under the
Receivables Financing Agreement and the other Transaction Documents that explicitly survive the resignation of Deutsche Bank Trust Company
Americas as Custodian under the Receivables Financing Agreement or the other Transaction Documents.


 


ARTICLE
VIII


 


Miscellaneous


 


SECTION 8.1 Governing Law.
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 LAW OF THE STATE OF NEW YORK.


 


SECTION 8.2 Severability
Clause. In case any provision in this Amendment shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.


 


SECTION 8.3 Effect of Amendment;
Ratification. Upon the effectiveness of this Amendment, each reference in the Receivables
Financing Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of
like import shall mean and be a reference to the Receivables Financing Agreement as amended hereby. Except as expressly amended and waived
hereby, the Receivables Financing Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect.


 






    4


     


    

 


SECTION 8.4 Counterparts;
Electronic Execution. The parties hereto may sign one or more copies of this Amendment
in counterparts, all of which together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment
by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof. The parties agree that this
Amendment may be executed and delivered by electronic signatures and that the electronic signatures appearing on this Amendment are the
same as handwritten signatures for the purposes of validity, enforceability and admissibility.


 


SECTION 8.5 Headings. The
headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter or
affect the meaning or interpretation of any provisions hereof.


 


SECTION 8.6 Waiver of
Notice. Each of the Collateral Manager, the Borrower and the Facility Agent hereby
waive any prior notice required pursuant to Section 12.5 of the Agreement with respect the resignation of the Resigning
Custodian.


 


SECTION 8.7 Custodian. The
Lenders and the Facility Agent hereby authorize and direct the Resigning Custodian to execute and deliver this Amendment.


 


[Signature pages follow]


 




    5


     


    


 


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


 


	 	TPVC FUNDING COMPANY LLC, as Borrower
	 	 	 
	 	By:	/s/ Christopher M. Mathieu
	 	 	Name: 	 Christopher M. Mathieu
	 	 	Title:	 Chief Financial Officer



 


Signature Page to Omnibus Amendment


 






     


     


    

 


	 	TRIPLEPOINT PRIVATE VENTURE CREDIT INC., individually and as Collateral Manager
	 	 	 
	 	By:	/s/ Christopher M. Mathieu
	 	 	Name: 	 Christopher M. Mathieu
	 	 	Title:	 Chief Financial Officer



 


Signature Page to Omnibus Amendment

 






     


     


    

 


	 	DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent
	 	 	 
	 	By:	/s/ Amit Patel
	 	 	Name: 	 Amit Patel
	 	 	Title:	 Managing Director
	 	 	 
	 	By:	/s/ Ho Min Kwak
	 	 	Name:	 Ho Min Kwak
	 	 	Title:	 Vice President



 


Signature Page to Omnibus Amendment

 




     


     


    


 


	 	DEUTSCHE BANK AG, NEW YORK BRANCH, as Committed Lender
	 	 	 
	 	By:	/s/ Amit Patel
	 	 	Name: 	 Amit Patel
	 	 	Title:	 Managing Director
	 	 	 
	 	By:	/s/ Ho Min Kwak
	 	 	Name:	 Ho Min Kwak
	 	 	Title:	 Vice President



 


Signature Page to Omnibus Amendment


 




     


     


    


 


	 	MUFG UNION BANK, N.A., as Committed Lender
	 	 	 
	 	By:	/s/ J. William Bloore
	 	 	Name: 	 J. William Bloore
	 	 	Title:	 Managing Director



 


Signature Page to Omnibus Amendment


 




     


     


    

 


	 	TIAA, FSB, as Committed Lender
	 	 	 
	 	By:	/s/ Edward McGugan
	 	 	Name: 	 Edward McGugan
	 	 	Title:	 Managing Director



 


Signature Page to Omnibus Amendment


 




     


     


    

 


	 	KEYBANK NATIONAL ASSOCIATION, as Committed Lender
	 	 	 
	 	By:	/s/ Richard Andersen
	 	 	Name: 	 Richard Andersen
	 	 	Title:	 Senior Vice President



 


Signature Page to Omnibus Amendment


 




     


     


    

 


	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity, but solely as Successor Custodian
	 	 	 
	 	By:	/s/ Anna Churchill
	 	 	Name:	 Anna Churchill
	 	 	Title:	 Assistant Vice President



 


Signature Page to Omnibus Amendment


 




     


     


    

 


	 	Accepted and Agreed to with respect to Article VII:
	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Resigning Custodian
	 	 	 
	 	By:	/s/ James MacMillan
	 	 	Name: 	 James MacMillan
	 	 	Title:	 Director



 


Signature Page to Omnibus Amendment


 




     


     


    

 


EXHIBIT A


 


REQUEST FOR RELEASE


 


Deutsche Bank Trust Company Americas


c/o Deutsche Bank National Trust Company


1761 East St. Andrew Place Santa Ana, California 92705-4934


Attention: Triplepoint


Email: christopher.p.corcoran@db.com 



 


	 	RE:	Receivables Financing Agreement dated as of July 15, 2020
(as amended, waived or otherwise modified from time to time prior to the date hereof, the “Agreement”) by and among
TPVC Funding Company LLC, as borrower (“Borrower”), TriplePoint Private Venture Credit Inc., as collateral manager
(“Collateral Manager”) and as sole equityholder, Vervent, Inc., as backup collateral manager, Deutsche Bank Trust
Company Americas, as paying agent and collection account bank, Deutsche Bank Trust Company Americas, as custodian, the Agents from time
to time party thereto, the Lenders from time to time party thereto, and Deutsche Bank AG, New York Branch, as facility agent (“Facility
Agent”).



 


Dear Sir or Madame:


 


Pursuant to Section 12.5(c)
of the Agreement, in connection with the resignation of Deutsche Bank Trust Company Americas as custodian and the appointment of Computershare
Trust Company, N.A. as the successor custodian, we request the release of all Contract Files relating to the Loans listed on the attached
Excel spreadsheet to be delivered to:


 


Computershare Trust Company, N.A.


Attn: Computershare Corporate Trust – ABS Department


1055 10th Ave SE


Minneapolis, MN 55414


 


Sincerely,


 


Deutsche Bank AG, New York Branch, as
Facility Agent


 


By: ____________________________________


 


Name: __________________________________


 


Title: ___________________________________


 






     


     


    

 


Appendix A


 


(Receivables Financing Agreement Amendments)


 




     


     


    

 


EXECUTION VERSION


 


Conformed through Omnibus Amendment dated November
5June 7, 20212022


 


RECEIVABLES FINANCING AGREEMENT


 


dated as of July 15, 2020


 


TPVC
FUNDING COMPANY LLC,


as Borrower,


 


TRIPLEPOINT PRIVATE VENTURE CREDIT
INC.,


individually and as Collateral
Manager and as Equityholder,


 


THE LENDERS PARTIES HERETO,


 


DEUTSCHE BANK AG, NEW YORK BRANCH,


as Facility Agent,


 


DEUTSCHE BANK AG, NEW YORK BRANCH
AND


MUFG UNION BANK, N.A.,


as Joint Lead Arrangers,


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


as Paying Agent,
as Custodian and as Collection Account Bank,


 




COMPUTERSHARE TRUST COMPANY, N.A.,


as
Custodian,




 


and


 


VERVENT INC.,


as Backup Collateral Manager


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I	DEFINITIONS	1
	 	 	 
	Section 1.1	Defined Terms.	1 
	Section 1.2	Other Definitional Provisions.	5456
	 	 	 
	ARTICLE II	THE FACILITY, ADVANCE PROCEDURES AND NOTES	5557
	 	 	 
	Section 2.1	Advances and Approvals.	5557
	Section 2.2	Funding of Advances.	5658
	Section 2.3	Notes.	5759
	Section 2.4	Repayment and Prepayments.	5759
	Section 2.5	Calculation of Discount Factor.	5860
	Section 2.6	Defaulting Lenders.	5961
	Section 2.7	Replacement of Lenders.	6062
	Section 2.8	Extension of Scheduled Facility Termination Date.	6062
	Section 2.9	Increase of Facility Amount.	6163
	 	 	 
	ARTICLE III	YIELD, FEES, ETC.	6264
	 	 	 
	Section 3.1	Yield.	6264
	Section 3.2	Yield and Commitment Fee Payment Dates.	6264
	Section 3.3	Yield Calculation.	6264
	Section 3.4	Computation of Yield.	6264
	 	 	 
	ARTICLE IV	PAYMENTS; TAXES	6365
	 	 	 
	Section 4.1	Making of Payments.	6365 
	Section 4.2	Due Date Extension.	6365 
	Section 4.3	Taxes.	6365



 






    i


     


    

 


	ARTICLE V	INCREASED COSTS, ETC.	6769
	 	 	 
	Section 5.1	Increased Costs.	6769
	Section 5.2	Funding Losses.	6870
	 	 	 
	ARTICLE VI	EFFECTIVENESS; CONDITIONS TO ADVANCES	6971
	 	 	 
	Section 6.1	Effectiveness.	6971
	Section 6.2	Advances.	7072
	 	 	 
	ARTICLE VII	ADMINISTRATION AND MANAGEMENT OF TRANSFERRED CONTRACTS	7274
	 	 	 
	Section 7.1	Retention and Termination of the Collateral Manager.	7274
	Section 7.2	Duties of the Collateral Manager.	7476
	Section 7.3	Representations and Warranties of the Collateral Manager.	7678
	Section 7.4	Covenants of the Collateral Manager.	7880
	Section 7.5	Collateral
    Management Fee; Payment of Certain Expenses by Collateral Manager; Backup Collateral Manager Fee.	8183
	Section 7.6	Distribution Date Statement.	8284
	Section 7.7	Annual Statement as to Compliance;
    Notice of Collateral Manager Default.	8284
	Section 7.8	Audit of Transferred Contracts.	8284
	Section 7.9	Access to Certain Documentation and Information Regarding Contracts.	8284
	Section 7.10	Certain
    Duties and Representations of Backup Collateral Manager.	8486
	Section 7.11	Consequences of a Collateral Manager Default.	8587
	Section 7.12	Appointment
    of Backup Collateral Manager as Successor Collateral Manager.	8688
	Section 7.13	Lockbox Accounts.	8688
	Section 7.14	Payments in Respect of Ineligible Contracts.	8789



 






    ii


     


    

 


	Section 7.15	Substitution of Contracts Pursuant to Technology Exchange Option.	8789
	Section 7.16	Repurchase.	8789
	Section 7.17	Contracts Subject to Retained Interest Provisions.	8890
	Section 7.18	Optional Offer to Sell.	8890
	 	 	 
	ARTICLE VIII	ACCOUNTS; PAYMENTS	8991
	 	 	 
	Section 8.1	Borrower Accounts.	8991
	Section 8.2	Collateral Manager Reimbursements.	9193
	Section 8.3	Application of Collections.	9193
	Section 8.4	Additional Deposits.	9193
	Section 8.5	Distributions.	9193
	Section 8.6	Fees.	9395
	Section 8.7	Net Deposits.	9496
	Section 8.8	Required Warrant Reserve.	9496
	 	 	 
	ARTICLE IX	REPRESENTATIONS AND WARRANTIES	9597
	 	 	 
	Section 9.1	Organization and Good Standing.	9597
	Section 9.2	Due Qualification.	9597
	Section 9.3	Power and Authority.	9597
	Section 9.4	Security Interest; Binding Obligations.	9597
	Section 9.5	No Violation.	9698
	Section 9.6	No Proceedings.	9698
	Section 9.7	No Consents.	9698
	Section 9.8	Solvency.	9799
	Section 9.9	Tax Treatment.	9799
	Section 9.10 	Compliance With Laws.	9799
	Section 9.11 	Taxes.	9799



 






    iii


     


    

 


	Section 9.12	Certificates.	9799
	Section 9.13	No Liens, Etc.	98100
	Section 9.14	Purchase and Sale.	98100
	Section 9.15	Information True and Correct.	98100
	Section 9.16	ERISA Matters.	98100
	Section 9.17	Financial or Other Condition.	98100
	Section 9.18	Investment Company Status.	99101
	Section 9.19	Eligible Contract Payments.	99101
	Section 9.20	Use of Proceeds.	99101
	Section 9.21	Separate Existence.	99101
	Section 9.22	Investments.	99101
	Section 9.23	Transaction Documents.	100102
	Section 9.24	Ownership of the Borrower.	100102

	Section 9.25	Anti-Terrorism, Anti-Money Laundering.	100102
	Section 9.26	Anti-Bribery and Corruption.	101103
	Section 9.27	Volcker Rule.	101103
	Section 9.28	AIFMD and UK AIFM Regulation.	102104
	Section 9.29	EEA/UK Financial Institution.	102104
	 	 	 
	ARTICLE X	COVENANTS	102104
	 	 	 
	Section 10.1	Protection of Security Interest of the Secured Parties.	102104
	Section 10.2	Other Liens or Interests.	103105
	Section 10.3	Costs and Expenses.	103105
	Section 10.4	Reporting Requirements.	103105
	Section 10.5	Separate Existence.	104106
	Section 10.6	Hedging Agreements.	107109
	Section 10.7	Tangible Net Worth.	109111



 






    iv


     


    

 


	Section 10.8	Minimum Equity Condition.	109111
	Section 10.9	Stock, Merger, Consolidation, Etc.	109111
	Section 10.10	Change in Name.	109111
	Section 10.11	Indebtedness; Guarantees.	109111
	Section 10.12	Limitation on Acquisitions.	109112
	Section 10.13	Documents.	110112
	Section 10.14	Preservation of Existence.	110112
	Section 10.15	Keeping of Records and Books of Account.	110112
	Section 10.16	Accounting Treatment.	110112
	Section 10.17	Limitation on Investments.	110112
	Section 10.18	Distributions.	111113
	Section 10.19	Performance of Borrower Assigned Agreements.	111113
	Section 10.20	Notice of Material Adverse Claim.	111113
	Section 10.21	Delivery of Original Promissory Notes.	111114
	Section 10.22	Further Assurances; Financing Statements.	112114
	Section 10.23	Risk Retention Requirements.	113115
	Section 10.24	Taxes.	114116
	Section 10.25	ERISA.	114116
	Section 10.26	Policies and Procedures for Sanctions.	115117
	Section 10.27	Compliance with Sanctions.	115117
	Section 10.28	Compliance with Anti-Money Laundering.	115117
	Section 10.29	Ineligible Collateral.	115117
	 	 	 
	ARTICLE XI	THE BACKUP COLLATERAL MANAGER	115117
	 	 	 
	Section 11.1	Limitation on Liability of Backup Collateral Manager.	115117
	Section 11.2	Covenants and Representations and Warranties of the Backup Collateral Manager.	118120



 






    v


     


    

 


	ARTICLE XII	THE CUSTODIAN	118120
	 	 	 
	Section 12.1	Delivery of Contract Files; Custodian to Act as Agent.	118120
	Section 12.2	Contract File Certification.	120122
	Section 12.3	Obligations of the Custodian.	122124
	Section 12.4	Release of Contract Files.	124126
	Section 12.5	Removal or Resignation of the Custodian.	125128
	Section 12.6	Examination of Contract Files.	126129
	Section 12.7	Insurance of the Custodian.	127129
	Section 12.8	Representations and Warranties.	127129
	Section
12.9	Statements.	127130
	Section 12.10	No Adverse Interest of the Custodian.	127130
	Section 12.11	Lost Note Affidavit.	128130
	Section 12.12	Reliance of the Custodian.	128130
	Section 12.13	Term of Custody.	128131
	Section 12.14	Tax Reports.	128131
	Section 12.15	Transmission of Contract Files.	129131
	Section 12.16	Further Rights of the Custodian.	129131
	Section 12.17	Custodian Compensation.	131134
	Section 12.18	Compliance with Applicable Banking Law.	131134
	Section 12.19	Merger or Consolidation.	132134
	Section 12.20	Electronic Methods.	132135
	Section 12.21	Resignation of U.S. Bank National Association, as Custodian; Appointment of Successor Custodian.	132135
	Section 12.22	Resignation
    of Deutsche Bank Trust Company Americas, as Custodian; Appointment of Successor Custodian.	136



 






    vi


     


    

 


	ARTICLE XIII	GRANT OF SECURITY INTEREST	133137
	 	 	 
	Section 13.1	Borrower’s Grant of Security Interest.	133137
	Section 13.2	Borrower Remains Liable.	134138
	Section 13.3	Release of Collateral.	135139
	Section 13.4	Certain Remedies.	135139
	Section 13.5	Limitation on Duty of Facility Agent in Respect of Collateral. 	137140
	 	 	 
	ARTICLE XIV	FACILITY TERMINATION EVENTS	138141
	 	 	 
	Section 14.1	Facility
Termination Events.	138141
	Section 14.2	Effect of Facility Termination Event.	140144
	Section 14.3	Rights Upon Facility Termination Event.	141145
	 	 	 
	ARTICLE XV	THE AGENTS	142145
	 	 	 
	Section 15.1	Appointment.	142145
	Section 15.2	Delegation of Duties.	142146
	Section 15.3	Exculpatory Provisions.	142146
	Section 15.4	Reliance by Note Agents.	143146
	Section 15.5	Notices.	143147
	Section 15.6	Non-Reliance on Note Agents.	143147
	Section 15.7	Indemnification.	144148
	Section 15.8	Successor Agent.	145148
	Section 15.9	Note Agents in their Individual Capacity.	145149
	Section 15.10	Compliance with Applicable Banking Law.	145149
	Section 15.11	The Paying Agent.	146149
	 	 	 
	ARTICLE XVI	ASSIGNMENTS	149153
	 	 	 
	Section 16.1	Restrictions on Assignments.	149153
	Section 16.2	Documentation.	149153



 






    vii


     


    

 


	Section
    16.3	Rights of Assignee.	149153
	Section
    16.4	Notice
    of Assignment by Lenders.	149153
	Section
    16.5	Registration;
    Registration of Transfer and Exchange.	150154
	Section
    16.6	Mutilated,
Destroyed, Lost and Stolen Notes.	151155
	Section
    16.7	Persons
    Deemed Owners.	151155
	Section
    16.8	Cancellation.	151155
	Section
    16.9	Participations;
    Pledge.	152156
	Section
    16.10	Reallocation
    of Advances.	152156
	 	 	 
	ARTICLE XVII	INDEMNIFICATION	153157
	 	 	 
	Section
    17.1	Borrower
    Indemnity.	153157
	Section
    17.2	Collateral
    Manager Indemnity.	155159
	Section
    17.3	Contribution.	156160
	 	 	 
	ARTICLE XVIII 	MISCELLANEOUS	156160
	 	 	 
	Section
    18.1	No Waiver;
    Remedies.	156160
	Section
    18.2	Amendments,
    Waivers.	156160
	Section
    18.3	Notices,
    Etc.	157161
	Section
    18.4	Costs,
    Expenses and Taxes.	158162
	Section
    18.5	Binding
    Effect; Survival.	158162
	Section
    18.6	Captions
    and Cross References.	158162
	Section
    18.7	Severability.	159163
	Section
    18.8	GOVERNING
    LAW.	159163
	Section
    18.9	Counterparts;
    Electronic Signatures.	159163
	Section
    18.10	WAIVER
    OF JURY TRIAL.	159163
	Section
    18.11	No Proceedings.	159163
	Section
    18.12	Limited
    Recourse to the Lenders.	160164
	Section
    18.13	ENTIRE
    AGREEMENT.	161165



 






    viii


     


    

 


	Section
    18.14	Confidentiality.	161165
	Section
    18.15	Replacement
    of Lenders.	161165
	Section
    18.16	No Advisory
    or Fiduciary Responsibility.	162166
    
	Section 18.17	Consent
    to Jurisdiction.	167
	Section
    18.18	Option
    to Acquire Rating.	163167
	Section
    18.1818.19	Acknowledgement
    and Consent to Bail-In of Affected Financial Institutions.	163167
	Section
    18.1918.20	Acknowledgement Regarding Any Supported
    QFCs.	163168



 



    ix


     


    

 


	EXHIBIT A	Form of Note
	EXHIBIT B	Audit Standards 
	EXHIBIT C-1	Form of Advance Request
	EXHIBIT C-2	Form of Electronic Asset Approval Request 
	EXHIBIT C-3	Form of Electronic Asset Approval Notice 
	EXHIBIT D	Form of Distribution Date Statement 
	EXHIBIT E	Form of Custodian Certification
	EXHIBIT F-1	Request for Release
	EXHIBIT F-2	Request for Release and Receipt
	EXHIBIT F-3	Request for Release of Request for Release and Receipt
	EXHIBIT G	Executive Officers of CustodianReserved
	EXHIBIT H	Form of Collateral Manager’s Acknowledgement 
	EXHIBIT I	Section 4.3 Certificate
	EXHIBIT J	Required Contract Files
	EXHIBIT K	PitchBook Industry Codes
	EXHIBIT L	Form of Joinder Agreement 
	EXHIBIT M	Form of Borrowing Base Certificate
	 	 
	SCHEDULE 7.13	Lockbox Accounts 
	SCHEDULE 8.1	Borrower Accounts
	 	 
	ANNEX I	Credit and Collection Policy



 




    i


     


    

 


RECEIVABLES FINANCING AGREEMENT


 


THIS
RECEIVABLES FINANCING AGREEMENT (this “Agreement”) is made and entered into as of July 15, 2020, among TPVC FUNDING
COMPANY LLC, a Maryland limited liability company (the “Borrower”), TRIPLEPOINT PRIVATE VENTURE CREDIT INC., a Maryland
corporation, in its individual capacity (“TPVC”) and as collateral manager (in such capacity, together with its successors
and permitted assigns in such capacity, the “Collateral Manager”) and as sole equityholder of the Borrower (the “Equityholder”),
each LENDER (as hereinafter defined) FROM TIME TO TIME PARTY HERETO, VERVENT INC., as Backup Collateral Manager (as hereinafter defined),
DEUTSCHE BANK TRUST COMPANY AMERICAS, as paying agent (in such capacity, the “Paying Agent”),
as Custodian (as hereinafter defined) and as Collection Account Bank (as hereinafter defined),
COMPUTERSHARE TRUST COMPANY, N.A. (“Computershare”), not in its individual capacity,
but solely as Custodian (as hereinafter defined), DEUTSCHE BANK AG, NEW YORK BRANCH, as
Facility Agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Facility Agent”)
and DEUTSCHE BANK AG, NEW YORK BRANCH and MUFG UNION BANK, N.A. as Joint Lead Arrangers (each such party, in such capacity, the “Joint
Lead Arrangers”).


 


RECITALS


 


WHEREAS, the
Borrower desires that each Lender extend financing on the terms and conditions set forth herein and also desires to retain the Collateral
Manager, the Backup Collateral Manager and the Custodian to perform certain collateral management functions related to the Transferred
Contracts (as defined herein) and the Borrower Collateral (as defined herein) on the terms and conditions set forth herein; and


 


WHEREAS, each
Lender desires to extend financing on the terms and conditions set forth herein and the Collateral Manager, the Backup Collateral Manager
and the Custodian each desire to perform certain functions related to the Transferred Contracts and the Borrower Collateral on the terms
and conditions set forth herein.


 


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


 


ARTICLE I DEFINITIONS


 


Section 1.1 Defined Terms.
As used in this Agreement, the following terms have the following meanings:


  




     


     


    

 


“AIFM”
has the meaning given to the term under the AIFMD and/or UK AIFM Regulations as relevant.


 




“AIFMD”
means (a) Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and
amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No. 1060/2009 and (EU) No. 1095/2010, as the same may be amended, supplemented,
superseded or re-adopted from time to time (whether with or without qualification) and (b) any applicable law of a member state of the
European Union implementing the AIFMD.


 


“Agreement” has the meaning set
forth in the Preamble.


 


“Alternate
Base Rate” means a fluctuating rate per annum as shall be in effect from time to time, which rate shall be at all times equal
to the highest of:


 


(a) the rate of interest announced publicly by DBNY in New York, New York, from time to time as DBNY’s base commercial lending
rate;


 


(b)  1⁄2
of one percent above the Federal Funds Rate; and


 


(c) 0.50%.


 


“Alternative
Rate” for any Advance means a rate per annum equal to the LIBOR Ratesum
of (i) the greater of (a) Term SOFR and (b) 0.50% and (ii) the Term SOFR Adjustment for such Advance
or portion thereof; provided, however, that in the case of:


 


(a) any
day on or after the first day on which a Committed Lender shall have notified the Facility Agent that the introduction of or any change
in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other Official Body asserts that it is
unlawful, for such Committed Lender to fund such Advance at the Alternative Rate set forth above (and such Committed Lender shall not
have subsequently notified such Agent that such circumstances no longer exist), or


 


(b)
any period in the event the
LIBOR RateTerm SOFR is
not reasonably available to any Lender for such period,


 


the “Alternative Rate” shall be
a floating rate per annum equal to the Alternate Base Rate in effect on each day of such fixed period.


 


“Amount
Available” means, with respect to any Distribution Date, the sum of (a) the amount of Collections with respect to the
related Collection Period (excluding any Collections necessary to settle Eligible Contract Payments), and any amounts paid into the
Collection Account under any Hedging Agreement with respect to the Accrual Period immediately prior to such Distribution Date, plus
(b) any investment income earned on amounts on deposit in the Collection Account and the Lockbox Accounts with respect to the
Accrual Period immediately prior to such Distribution Date (or since the Effective Date in the case of the first Distribution Date),
plus (c) any Repurchase Amounts deposited in the Collection Account since the last day 


 






    4


     


    

 


Dollars of all Principal Collections on
deposit in the Collection Account (as determined by the Collateral Manager using the Applicable Conversion Rate).


 


“Business
Day” means any day (and, solely for the purposes of determining
the Alternative Rate, a day that is also a U.S. Government Securities Business Day) that is not
a Saturday, Sunday or other day on which banking institutions in New York, New York, Menlo Park, California, Minneapolis, Minnesota, Florence,
South Carolina, Boston, MassachusettsWilmington, Delaware,
or the city in which the Corporate Trust Office is located are authorized or obligated by law, executive
order or government decree to remain closed.


 


“Capped
Fees/Expenses - Backup Collateral Manager” means, at any time, fees, costs and expenses due at such time (if any) to the
Backup Collateral Manager under the Transaction Documents such that the aggregate amount of such fees, costs and expenses paid to
the Backup Collateral Manager under the Transaction Documents in any calendar year do not exceed $35,000; provided that
amounts in excess of such cap and not otherwise paid pursuant to Section 8.5 may be allocated to and charged during the
following calendar year (to the extent they do not exceed the $35,000 cap for such following calendar year).


 


“Capped
Fees/Expenses - Custodian” means, at any time, fees, costs and expenses due at such time (if any) to the Custodian under the
Transaction Documents such that the aggregate amount of such fees, costs and expenses paid to the Custodian under the Transaction Documents
in any calendar year do not exceed $110,000; provided that amounts in excess of such cap and not otherwise paid pursuant to Section
8.5 may be allocated to and charged during the following calendar year (to the extent they do not exceed the $110,000 cap for such
following calendar year).


 


“Capped
Fees/Expenses - Paying Agent” means, at any time, fees, costs and expenses due at such time (if any) to the Paying Agent under
the Transaction Documents such that the aggregate amount of such fees, costs and expenses paid to the Paying Agent under the Transaction
Documents in any calendar year do not exceed $40,000; provided that amounts in excess of such cap and not otherwise paid pursuant
to Section 8.5 may be allocated to and charged during the following calendar year (to the extent they do not exceed the $40,000
cap for such following calendar year).


 


“Carrying
Costs” means, for any Accrual Period, the sum of (i) the aggregate amount of Yield accrued during such Accrual Period with respect
to all Advances outstanding during such Accrual Period plus (ii) all unpaid amounts due and payable to the Hedge Counterparty as
of the last day of such Accrual Period plus (iii) 2.00% of the Facility Amount.


 


“Casualty
Loss” means, with respect to any item of Contract Collateral, the loss, theft, damage beyond repair or governmental condemnation
or seizure of such item of Contract Collateral.


 


“Certification” has the meaning
set forth in Section 12.2.


 


“Change
of Control” means any of the following: (a) either of Jim Labe or Sajal Srivastava ceasing to (I) be an employee or officer
of TPVC or (II) be involved in the day-to-day management of TPVC, unless in the case of clause (I) and/or (II) TPVC shall have within
a


 




    8


     


    

 


“Commitment
Fee” means, from (and including) the Effective Date until (but excluding) the earlier of (a) the date following the Facility
Termination Date and (b) the date the Borrower permanently reduces the aggregate outstanding amount of Advances and Yield with respect
thereto to zero and terminates this Agreement, a fee payable in accordance with the terms and conditions of this Agreement for each day
in such period equal to the product of (x) the difference between the aggregate Commitments for all the Committed Lenders in the
such Lender Group on such day minus the aggregate principal amount of outstanding Advances funded by such Lender Group on such
day, times (y) the Commitment Fee Rate times (z) 1/360. Such Commitment Fee shall be paid in arrears, on the related Distribution
Date (if paid on or prior to July 2021) and on the related Commitment Fee Distribution Date (if paid after July 2021) and on the earlier
of the Maturity Date and the date on which the aggregate amount of Advances outstanding and Yield with respect thereto shall have been
reduced to zero, in the amount of such Commitment Fee that shall have accrued during the preceding Accrual Period or other period then
ending and which shall not have been previously paid


 


“Commitment Fee Distribution
Date” means the 15th day of each January, April, July and October, or if such day is not a Business Day, the next succeeding
Business Day, commencing in October 2021.


 


“Commitment Fee Rate”
means a rate per annum equal to 0.25%


 


“Committed
Lenders” means, for any Lender Group, the Persons executing this Agreement in the capacity of a “Committed Lender”
for such Lender Group (or an assignment agreement or a Joinder Agreement in accordance with Article XVI) in accordance with the
terms of this Agreement.


 


“Conduit
Advance Termination Date” means, with respect to a Conduit Lender, the date of the delivery by such Conduit Lender to the Borrower
of written notice that such Conduit Lender elects, in its sole discretion, to permanently cease funding Advances hereunder.


 


“Conduit
Lender” means any Person that shall become a party to this Agreement in the capacity as a “Conduit Lender” and any
assignee of any of the foregoing.


 


“Continued Errors”
has the meaning set forth in Section 11.1(g).


 


“Contract” means any Lease or Loan.


 


“Contract
Collateral” means any tangible, personal or mixed property that is the subject of a Lease or that is security for a Loan together
with the Related Security but excluding any Retained Interest.


 


“Contract File”
means, with respect to each Contract, a file containing the
documents specified on Exhibit J and indicated by the Borrower or Collateral Manager as being
applicable to such Contract.


 


“Contract
Payment” means, with respect to any Obligor, indebtedness of such Obligor arising under a Contract (whether constituting an
account, chattel paper, a document, an 


 






    12


     


    

 


instrument, a payment intangible or a general intangible),
including the right to payment of any Scheduled Contract Payments, interest or finance charges and other obligations of such Obligor
with respect thereto but excluding (i) any purchase option payments due or paid under a Lease upon the expiration of the scheduled
term of such Lease as of such Advance Date, (ii) any Excluded Amounts due or paid thereunder, (iii) any fees collected on behalf of
third parties and (iv) any
related Residual or any realizations of such Residual, including scheduled payments on any Lease which become payable after the
expiration of its scheduled term.


 


“Corporate
Trust Office” means the applicable designated corporate trust office of the Custodian, specified on its signature page hereto,
or such other address within the United States as it may designate from time to time by notice to the Lenders.


 


“Cost
of Funds Rate” means, for any Accrual Period and any Lender, the rate determined as set forth below:


 


(a) With
respect to each Conduit Lender and each day of such Accrual Period, such Conduit Lender’s Commercial Paper Rate for such day; provided that
if and to the extent that, and only for so long as, a Conduit Lender at any time determines in good faith that it is unable to raise
or is precluded or prohibited from raising, or that it is not advisable to raise, funds through the issuance of commercial paper
notes in the commercial paper market of the United States to finance its making or maintenance of its portion of any Advance or any
portion thereof (which determination may be based on any allocation method employed in good faith by such Conduit Lender), upon
notice from such Conduit Lender to the Facility Agent, such Conduit Lender’s portion of such Advance shall bear interest at a
rate per annum equal to the Alternative Rate.


 


(b) Except as otherwise provided in clause (c) below, with respect to each Committed Lender, the Alternative Rate.


 


(c) With respect to all Lenders, on and after the Maturity Date, the Alternate Base Rate.


 


“Covered Entity” means any of the
following:


 


(a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Covered Party” has
the meaning set forth in Section 18.1818.20.


 


“Credit
and Collection Policy” means (i) with respect to the initial Collateral Manager, the credit and collection policies and practices
(including underwriting parameters) relating to Contract Payments and Contracts, to be set forth as Annex I once the same have
been approved


 






    13


     


    

 


and adopted by TPVC’s Board of Directors, as the same may thereafter be modified, amended or
supplemented from time to time in compliance with Section 7.4(m) or (ii) with respect to any successor Collateral Manager,
the customary credit and collection policies of such successor Collateral Manager.


 


“Credit-Watch
List” means a list established and revised from time to time by Collateral Manager, and made available to the Facility Agent
and each Lender, that Collateral Manager uses to monitor the credit risk of certain Obligors.


 


“Critical
Component” means, in respect of a weapons system referred to in the definition of Prohibited Defense Contract, a component used
specifically in the production of the weapon system or plays a direct role in the lethality of the weapon system.


 


“Custodial Delivery Failure”
has the meaning set forth in Section 12.11.


 


“Custodian”
means Deutsche Bank Trust Company AmericasComputershare,
solely in its capacity as Custodian for the Facility Agent hereunder and the Lenders party hereto, together
with its successors and permitted assigns in such capacity.


 


“Custodian
Fee Letter” means (a) solely with respect to Section 6.1(d), that certain schedule of fees of U.S. Bank National Association,
as custodian (including in its capacity as securities custodian), acknowledged by TPVC and the Borrower, as the same may be amended,
supplemented or otherwise modified by the parties thereto with the consent of the Facility Agent and,
(b) with respect to Computershare
as Custodian, that certain Computershare fee letter agreement, executed by or on behalf of the
Borrower, or (c) with respect to any custodian other than Computershare,
any letter agreement(s) or schedule of fees entered into by the Borrower, with the consent of the Facility
Agent, with a substitute Custodian in replacement of the schedule of fees referred to in clause (a) above relating to fees payable
to such substitute Custodian.


 


“Custodian Fees and Expenses”
has the meaning set forth in Section 12.17.


 


“DBNY” means Deutsche Bank AG, New York Branch, and its successors.


 


“Debt
Service Coverage Ratio” means, for any given Accrual Period, the ratio of (i) the sum of (A) all Collections received during
such Accrual Period plus (B) all Retained Warrant Proceeds on deposit in the Warrant Reserve Account during such Accrual Period
plus (C) all of the Equityholder’s cash on hand as of the last day of such Accrual Period plus, unless a default under the
organizational and/or equity documents of the Equityholder shall have occurred that prevents the Equityholder from calling capital or
any underlying investor from making a capital contribution, any uncalled capital commitment of the Equityholder pursuant to which the
underlying investors are obligated to make a capital contribution over (ii) a number equal to the sum of (A) the Yield for such Accrual
Period plus (B) any Commitment Fees owing by the Borrower under any Fee Letter for such Accrual Period plus (C) all Advances
outstanding as of the last day of such Accrual Period divided by eighteen (18).


 


“Debt-to-Cash
Ratio” means, with respect to any Obligor as of any date of determination, the ratio of (i)(A) the sum of the amount that such
Obligor has outstanding under advances from the Equityholder or other debt obligations owed to the Borrower under all Contracts with
such 


 






    14


     


    

 


Obligor plus (B) the sum of all other outstanding indebtedness or liabilities of such Obligor
for borrowed money (including, without limitation, capital equipment leases) that is pari passu with or senior to any advance or
other debt obligation owed to the Borrower over (ii) the sum of all cash reserves on hand of such Obligor plus the undrawn committed
capital of such Obligor.


 


“Debt-to-Equity
Ratio” means, with respect to an Obligor, as of any date of determination, the ratio of (i)(A) the sum of the amount that such
Obligor has outstanding under advances from TPVC or other debt obligations owed to TPVC under all Contracts with such Obligor plus
(B) the sum of all other outstanding indebtedness or liabilities of such Obligor for borrowed money (including, without limitation, capital
equipment leases) that is pari passu with or senior to any advance or other debt obligation owed to TPVC over (ii) the sum of such Obligor’s
contributed capital, plus the undrawn committed capital of such Obligor on such date.


 


“Debt-to-Enterprise
Value Ratio” means, with respect to an Obligor, as of any date of determination, the ratio of (i)(A) the sum of the amount that
such Obligor has outstanding under advances from TPVC or other debt obligations owed to TPVC under all Contracts with such Obligor plus
(B) the sum of all other outstanding indebtedness or liabilities of such Obligor for borrowed money (including, without limitation, capital
equipment leases) that is pari passu with or senior to any advance or other debt obligation owed to TPVC over (ii) such Obligor’s
enterprise value on such date (calculated as the sum of (A) the market capitalization of such Obligor
on such date plus (B) the net debt of such Obligor on such date).


 


“Default
Ratio” means, for any Collection Period, the ratio, expressed as a percentage, of (i) the Aggregate Outstanding Principal
Balance of all Contracts which first became Defaulted Contracts or had Rewritten Contract Payments during such Collection Period
which are (as of the end of business on the Business Day prior to such time), or immediately prior to so becoming defaulted or
rewritten had been, included in the Aggregate Contracts Balance, divided by (ii) the Aggregate Outstanding Principal Balance
of all Contracts as of the last day of the prior Collection Period; provided that, the outstanding Principal Balance of a
Defaulted Contract that has been repurchased during such Collection Period in accordance with and subject to the terms of Section
6.3 of the Sale Agreement, shall not be included in the calculation of the ratio set forth in this definition for such Collection
Period or for any prior Collection Period.


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.


 


“Defaulted Contract”
means a Contract:


 


(a) as
to which any Scheduled Contract Payment or part thereof is unpaid more than 90 days from its original due date;


 


(b) as
to which an Insolvency Event has occurred with respect to the Obligor thereof; or


 


(c) any
Contract not described in clauses (a) or (b) above, which, (i) consistent with the Credit and Collection Policy, has been
or should be written off the Borrower’s books as uncollectible or (ii) the Borrower or the Equityholder has recorded a


 




    15


     


    

 


“DOL
Regulations” means regulations promulgated by the U.S. Department of Labor at 29 C.F.R. § 2510.3 101, as modified by
Section 3(42) of ERISA, and at 29 C.F.R. § 2550.401c-1.


 


“Dollar(s)”
and the sign “$” mean lawful money of the United States of America.


 


“EBITDA”
means, with respect to any period and any Contract, the meaning of “EBITDA,” “Adjusted EBITDA” or any
comparable definition in the Contract File for each such Contract. In any case that “EBITDA,” “Adjusted
EBITDA” or such comparable definition is not defined in such Contract File, an amount, for the related Obligor and any of its
parents or Subsidiaries that are obligated with respect to such Contract pursuant to its Contract File (determined on a consolidated
basis without duplication in accordance with GAAP) equal to earnings from continuing operations for such period plus interest
expense, income taxes, depreciation and amortization and, to the extent set forth on the related Asset Approval Request and approved
by the Facility Agent on a Contract by Contract basis, any other non-cash charges and organization costs, extraordinary losses in
accordance with GAAP, one-time, non-recurring non-cash charges and costs and expenses reducing earnings and other extraordinary
non-recurring costs and expenses for such period (to the extent deducted in determining earnings from
continuing operations for such period).


 


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


 


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


 


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


 


“Effective
Advance Rate” means, as of any date of determination, (a) the aggregate principal amount of all Advances outstanding on such
date divided by (b) the sum of (i) the Aggregate Contracts Balance (net of all Discount Factors) on such date plus (ii)
the amount of Principal Collections on deposit in the Collection Account on such date minus (iii) the Aggregate Unfunded Amount
on such date minus (iv) the Excess Concentration Amount.


 


“Effective Date”
has the meaning set forth in Section 6.1. “Electronic Methods” has the meaning set forth in Section 12.20.


 


“Eligible
Account” means (i) a segregated trust account or (ii) a segregated direct deposit account, in each case, maintained with a
depository institution or trust company organized under the laws of the United States of America, or any of the States thereof, or the
District of 


 






    17


     


    

 


Columbia, having a certificate of deposit, short term deposit or commercial paper
rating of at least A-1 (or, if Deutsche Bank Trust Company Americas, A-2) by Standard & Poor’s and P-1 by Moody’s.
In either case, such depository institution or trust company shall have been approved by the Facility Agent, acting in its
reasonable discretion, by written notice to the Collateral Manager. DBNY, Deutsche Bank Trust Company Americas, State Street Bank
and Trust Company and MUFG Union Bank, N.A. are deemed to be an acceptable depository institution to the Facility Agent.


 


“Eligible
Contract” at any time of determination means a Transferred Contract under which all Scheduled Contract Payments are then Eligible
Contract Payments.


 


“Eligible
Contract Payment” means, as of any date, a Contract Payment that satisfies the following conditions, unless otherwise added
with the consent of the Borrower or, waived by the Facility Agent and the Majority Lenders in their respective sole discretion in the
related Asset Approval Notice (except for (i) clauses (a), (f), (h), (v), (ee), (zz), (bbb),
(ddd) and (eee), which may be waived by the Facility Agent in its sole discretion and (ii) clauses (b), (d)(i),
(d)(ii), (g), (i), (j), (k), (l), (m), (n), (q), (w), (x),
(aa), (ff), (gg), (mm), (nn), (ggg), (fff) and (lll), which may be waived by the
Facility Agent and the Lenders in their respective sole discretion):


 


(a) which
is a Scheduled Contract Payment only denominated and payable in an Eligible Currency;


 


(b) which
arises under a Contract which is (or if an Agented Contract, the Equityholder’s (and, as assignee, the Borrower’s) undivided
interest therein is) both legally and beneficially owned by the Borrower free and clear of all Adverse Claims and is not subject to dispute,
any right of rescission, set-off, recoupment, counterclaim or defense, whether arising out of transactions concerning the Contract therefor
or otherwise and which consists of a first lien on the related Contract Collateral (subject to Permitted Liens), except as otherwise permitted
in clause (ww) below;


 


(c) which
arises under a Contract which was originated or acquired (or if an Agented Contract, entered into by syndication) by TPVC and sold to
the Borrower under the Sale Agreement and which represents a bona fide indebtedness of the Obligor;


 


(d) which
arises under a Contract (i) which is not a Delinquent Contract, (ii) which is not a Defaulted Contract and (iii) which, if it was previously
a Delinquent Contract or a Defaulted Contract, has been current in payment for at least six months since the date such Contract Payment
was no longer a Delinquent Contract or a Defaulted Contract;


 


(e)
(i) which, if arising under a TPC Venture Stage Contract, is not a Rewritten Contract Payment (or, if arising under a TPC Venture Stage
Contract that would otherwise be a Rewritten Contract Payment because it has extended “interest only” Scheduled Contract
Payments for not greater than twelve (12) months (such extension subject to the eligibility requirements set forth in clause (bb)
below and the concentration limits set forth in clause (nl)
of the definition of “Excess Concentration Amount”) following its most recent round of equity financing or bridge financing,
the value of the


 






    18


     


    

 


related Obligor has been maintained or improved), (ii) which, if arising under a TPC Growth Stage Contract that is a
Rewritten Contract Payment, the Obligor thereon has made at least 3 consecutive timely payments (subject, in each case, to a grace period
not to exceed ten (10) calendar days) or (iii) which, if arising under a TPC Growth Stage Contract that is a Rewritten Contract Payment
because it has extended “interest only” Scheduled Contract Payments for not greater than eighteen (18) months (such extension
subject to the eligibility requirements set forth in clause (bb) below and the concentration limits set forth in clause (nl)
of the definition of “Excess Concentration Amount”) following its most recent round of equity financing or bridge financing,
the value of the related Obligor has been maintained or improved;


 


(f) which
does not arise from a transaction for which any additional performance by TPVC the Equityholder or the Borrower, or acceptance by or other
act of the Obligor thereunder, remains to be performed as a condition to any payments under the related Contract then included as Scheduled
Contract Payments;


 


(g) as
to which the representations and warranties set forth in Article IV of the Sale Agreement are true and correct in all respects as of the
related Advance Date;


 


(h) which
was, and which arises under a Contract which is, originated in accordance with, and satisfies in all material respects all applicable
requirements of, the Credit and Collection Policy or, if such Contract was acquired by TPVC, such Contract satisfies in all material respects
all applicable requirements of the Credit and Collection Policy;


 


(i) which
represents, and which arises under a Contract which represents, the genuine, legal, valid and binding obligation of the Obligor thereunder
enforceable by the holder thereof in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to or affecting the enforceability of creditors’ rights generally and
general equitable principles, whether applied in a proceeding at law or in equity;


 


 (j) which is entitled to be paid pursuant to the terms of the related Contract;




 


(k) which
does not, and which arises under a Contract which does not, contravene in any material respect any laws, rules or regulations applicable
thereto (including laws, rules and regulations relating to usury, consumer protection, truth in lending, fair credit billing, fair credit
reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no party to the related Contract
is in violation of any such law, rule or regulation that would reasonably be expected to have a material adverse effect on the collectibility,
value or payment terms of such Contract Payment or such Contract;


 


(l)
with respect to which, and which arises under a Contract with respect to which, no proceedings or investigations are pending or
threatened before any Official Body (i) asserting the invalidity of such Contract Payment or the Contract, (ii) seeking payment of
such Contract Payment or payment and performance of such Contract or (iii) 


 






    19


     


    

 


manner
or for any purpose which would result in any material risk of liability being imposed upon TPVC, the Borrower or the Lenders under
any federal, state, local or foreign laws, common laws, statutes, codes, ordinances, rules, regulations, permits, judgments,
agreements or orders related to or addressing the environment, health or safety;


 


(oo) which,
if arising under a Lease, in the event of a Casualty Loss, the related Obligor, at such Obligor’s expense, has the option either
to (1) replace the related Contract Collateral with property of the same or better model, type, manufacturer and configuration, or (2)
pay an amount at least equal to the related Aggregate Outstanding Principal Balance with respect to such Lease;


 


(pp) which,
if arising under a Lease, such Lease does not allow any purchase option under such Lease to be performed unless and until all Scheduled
Contract Payments due, or to become due, under such Lease have been paid in full in cash, the related Obligor pays an amount at least
equal to the related Aggregate Outstanding Principal Balance with respect to such Lease or the collateral securing such Lease has been
exchanged under the Technology Exchange Option offered by the Borrower, the Equityholder and TPVC to certain Obligors;


 


(qq)
which is not a Contract that is primarily secured by real property or which, if arising under a Loan, is
not a single-purpose real estate based loan, a construction loan or a project finance loan;


 


(rr)
which, (i) if arising under a TPC Growth Stage Contract, the Obligor thereunder has a Debt-to-Equity Ratio that does not exceed 100%
and (ii) if arising under a TPC Venture Stage Contract, the Obligor thereunder has a Debt-to-Equity Ratio that does not exceed 75%;
provided that, in each case, any Contract that meets
therequirements set forth in clause (h) of the definition of “Excess Concentration Amount”
may have a Debt-to-Equity Ratio that does not exceed 125%;


 


(ss) which,
if arising under a Contract consisting of a master agreement and related schedules, either (i) the Borrower, the Equityholder, TPVC or
their Affiliates shall have funded against all loans and/or leases identified on all such schedules and all such loans and/or leases shall
constitute Borrower Collateral under this Agreement or (ii) (A) no Contract Collateral securing any loans and/or leases funded by the
Borrower shall be included as part of the collateral securing any loans and/or leases funded by any other Person or (B) an intercreditor
agreement in form and substance satisfactory to the Facility Agent shall be in effect no later than the date such Contract was acquired
by the Borrower, between the Borrower and each other lessor and/or lender with respect to any such loans and/or leases not funded by the
Borrower hereunder;


 


(tt)
which arises under a Contract that contains provisions customary to similar financing agreements for the
Contract Collateral to enable TPVC (or its assignees, including the Borrower and the Facility Agent) to realize against the Contract
Collateral related thereto (to the extent such Contract Collateral secures or supports the payment of the Contract), including provisions
that the lessor or lender party providing


 






    23


     


    

 


funded hereunder, such Contracts
shall contain standard cross-collateralization and cross-default provisions;


 


(iii) is
a Contract with respect to which the Facility Agent in its sole discretion has delivered an Asset Approval Notice which has been acknowledged
and agreed by the Borrower, and shall have given the Borrower its approval to acquire pursuant to Section 2.1(b);


 


(jjj) which
arises under a Contract that does not have Rewritten Contract Payments unless (i) otherwise being approved by the Facility Agent (in its
sole discretion) or (ii) otherwise permitted under clause (e) above;


 


(kkk) is
not an Agented Contract constituting a Lease with Eligible Contract Payments for which the Borrower, TPVC or any of their respective Affiliates
is not the agent and the agent thereunder that either (i) has a long term unsecured debt rating from at least one rating agency that is
below investment grade or (ii) does not carry any such rating;


 


(lll) which
arises under a Contract which does not by its terms permit its proceeds to be used to finance activities within the marijuana industry
or the sale of firearms, the development of adult entertainment, any form of betting and gambling or the making or collection of pay day
loans, nor will they be used to provide financing to any other industry which is illegal under Applicable Law at the time of acquisition
of such Contract; and


 


(mmm)
the Obligor with respect to such Contract is a Person (other than a natural person) that is duly organized
and validly existing under the laws of an Eligible Jurisdiction.


 


“Eligible Currency” means
Dollars, GBPs and Euros.


 


“Eligible
Jurisdiction” means the U.S., the United Kingdom, Israel, Germany, Switzerland, Singapore, the Cayman Islands, Cyprus, Canada,
France, Hong Kong, Mauritius, the Netherlands, Australia, China and, India, Luxembourg and Spain,
or any other country approved by the Facility Agent in its sole discretion.


 


“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 Official Bodies, relating to the protection of human health or the
environment, including 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 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 


 






    26


     


    

 


such
Agented Contract arises over 5% of the Aggregate Contracts Balance of all Transferred Contracts that are TPC Venture Stage Contracts
and (2) for all other such Agented Contracts, over 10% of the Aggregate Contracts Balance of all Transferred Contracts and (ii) the
excess, if any, of the Aggregate Outstanding Principal Balance of all Agented Contracts that are TPC Growth Stage Contracts (other
than TriplePoint Agented Contracts) with Eligible Contract Payments owing by Obligors for which the Equityholder, the Collateral
Manager and their Affiliates fail to either (i) individually or collectively hold greater than 50% of the voting interest in such
Contract, (ii) hold a minority blocking interest against all material consents, amendments, waivers or approvals thereunder or (iii)
hold enforcing lender rights, over 10% of the Aggregate Contracts Balance of all Transferred Contracts;


 


(g) the
excess, if any, of the Aggregate Outstanding Principal Balance of all Contracts that are in a Permitted Gaming Industry over 7.5% of the
Aggregate Contracts Balance of all Transferred Contracts;


 


(h) [reserved]the
excess, if any, of the Aggregate Outstanding Principal Balance of all Contracts that are (i) TPC
Growth Stage Contracts with Eligible Contract Payments relating to Obligors that have a Debt-to-Equity Ratio greater than 100% and (ii)
TPC Venture Stage Contracts with Eligible Contract Payments relating to Obligors that have a Debt-to-Equity Ratio greater than 75% but,
in each case, less than 125%, over 15% of the Aggregate Contracts Balance of all Transferred Contracts; provided that the Aggregate Outstanding
Principal Balance of all Contracts that satisfy clause (ii) hereof may not exceed 5% of the Aggregate Contracts Balance of all Transferred
Contracts; provided, further, that all Contracts included in this clause (h) shall satisfy the following criteria: (1) such Contract shall
consist of a first priority lien on the related Contract Collateral, (2) such Contract shall have a Debt-to Enterprise Value Ratio that
does not exceed 50%, (3) such Contract shall have sufficient cash reserves on hand to maintain its current and projected operations for
the thirty (30) month period immediately following the date such Contract was included in the Borrower Collateral (in the case of a TPC
Growth Stage Contract) or thirty-six (36) month period immediately following the date such Contract was included in the Borrower Collateral
(in the case of a TPC venture Stage Contract), and in no event shall have cash reserves on hand to maintain its current and projected
operations for less than twelve (12) months (in the case of a TPC Growth Stage Contract) or eighteen (18) months (in the case of a TPC
venture Stage Contract), (4) the related Obligor of such Contract shall have a positive EBITDA at the brand level (i.e. companies being
rolled up) as determined by the Facility Agent in connection with its approval of the related Eligible Contract Payment, (5) the related
Obligor of such Contract has executed or is pending a rollup acquisition as determined by the Facility Agent in connection with its approval
of the related Eligible Contract Payment and (6) the reporting requirements of such Contract shall have been provided in accordance with
Section 10.4(b)(i);


 


(i)
the excess, if any, of the Aggregate Outstanding Principal Balance of all Contracts that are TPC Venture
Stage Contracts with Eligible Contract Payments relating to Obligors that do not have at least one (1) equity investor on TPVC’s
“Select Venture


 






    30


     


    

 


Capital
List” as provided to the Facility Agent and the Lenders as of the Effective Date over 10% of the Aggregate Contracts Balance
of all Transferred Contracts;


 


(j) the
excess, if any, of the Aggregate Outstanding Principal Balance of all Contracts that are in the defense industry (other than a Prohibited
Defense Contract) over 7.5% of the Aggregate Contracts Balance of all Transferred Contracts;


 


(k) the
excess, if any, of the Aggregate Outstanding Principal Balance of all Contracts that are Loans that are TPC Venture Stage Contracts
with Eligible Contract Payments that are amortizing in installments such that 10% or more of the Initial Contract Balance will be
due in a single installment at the end of such Loan’s original term to maturity over 10% of the Aggregate Contracts Balance of
all Transferred Contracts; provided that such Contracts whose original term to maturity is less than eighteen (18) months and
for which the related Obligor has sufficient cash reserves on hand to maintain its current and projected operations for the
immediately following six (6) month period (as determined by TPVC, in its reasonable business judgment) shall not be included in the
calculation of this clause (k);


 


(l) (i)
the excess, if any of the Aggregate Outstanding Principal Balance of all Contracts with Eligible Contract Payments that are TPC Venture
Stage Contracts (excluding any Contract Payments relating to a facility secured by inventory or receivables) that permit “interest
only” Scheduled Contract Payments over thirty-six (36) months over 5% of the Aggregate Contracts Balance of all Transferred Contracts
and (ii) the excess, if any, of the Aggregate Outstanding Principal Balance of all Contracts that are TPC Growth Stage Contracts with
Eligible Contract Payments that permit “interest only” Scheduled Contract Payments more than thirty-six (36) months from the
date of origination thereof over 33% of the Aggregate Contracts Balance of all Transferred Contracts; provided that the Aggregate
Outstanding Principal Balance of all Contracts that are TPC Growth Stage Contracts that satisfy clause (1) of the definition thereof may
be up to 10% of the Aggregate Contracts Balance of all Transferred Contracts;


 


(m) the
excess, if any, of the Aggregate Outstanding Principal Balance of all Contracts that are TPC Venture Stage Contracts with Eligible Contract
Payments relating to Obligors that have a Debt-to-Equity Ratio greater than 40%, collectively over 5% of the Aggregate Contracts Balance
of all Transferred Contracts (other than those which meet the requirements
set forth in clause (h) above);


 


(n) the
excess, if any, of the Aggregate Outstanding Principal Balance of all Contracts that are TPC Venture Stage Contracts with respect to which
the fully executed original of each related promissory note has not been delivered to the Custodian (to the extent permitted by Section
10.21) over 15% of the Aggregate Contracts Balance of all Transferred Contracts;


 


(o)
the excess, if any, of the Aggregate Outstanding Principal Balance of all Contracts that are TPC Growth
Stage Contracts and are Deferrable Contracts (and are not Excluded Deferrable Contracts) over 15% of the Aggregate Contracts Balance
of all Transferred Contracts that are TPC Growth Stage Contracts;


 




    31


     


    

 


(p)
the excess, if any, of the Aggregate Outstanding Principal Balance of all Contracts that are Product 4 Contracts (if
each such Contract (i) has an attaching  Debt-to-Enterprise Value Ratio of greater than (a)
10% with respect to TPC Growth Stage Contracts or (b) 7.5% with respect to TPC Venture Stage Contracts or (ii) where the outstanding
term loan (inclusive of any revolving facilities senior to TPC’s tranche) comprises
greater than 25% in the aggregate of TPC’s tranche in such loan) with Eligible
Contract Payments over 25% of the Aggregate Contracts Balance of all Transferred
Contracts;% of the Aggregate Contracts Balance of all
Transferred Contracts; provided that the
Aggregate Outstanding Principal Balance of all Contracts that are TPC Venture Stage Contracts with Eligible Contract Payments that
are Product 4 Contracts (subject to the thresholds in this clause
(p)) may be up to 10% of the Aggregate Contracts
Balance of all Transferred Contracts;% of the Aggregate
Contracts Balance of all Transferred Contracts;


 


(q) the
excess, if any, of the Aggregate Outstanding Principal Balance of all Contracts that are Product 5 Contracts with Eligible Contract Payments
over (i) until the six month anniversary of the Effective Date, 30% of the Aggregate Contracts Balance of all Transferred Contracts and
(ii) thereafter, 25% of the Aggregate Contracts Balance of all Transferred Contracts;


 


(r) the
excess, if any, of the Aggregate Outstanding Principal Balance of all Contracts that are Product 6 Contracts with Eligible Contract
Payments over 50% of the Aggregate Contracts Balance of all Transferred Contracts; provided that the Aggregate Outstanding
Principal Balance of all Contracts that are TPC Venture Stage Contracts with Eligible Contract Payments that are Product 6 Contracts
may be up to 25% of the Aggregate Contracts Balance of all Transferred Contracts;


 


(s) the
excess, if any, of the Aggregate Outstanding Principal Balance of all Contracts that are Product 4 Contracts, Product
5 Contracts and Product 6 Contracts with Eligible Contract Payments over 70% of the Aggregate Contracts Balance of all Transferred
Contracts; provided that the Aggregate Outstanding Principal Balance of all Contracts with Eligible Contract Payments that are
Product 4 Contracts may be up to 40% of the Aggregate Contracts Balance of all Transferred Contracts; provided, further, that so
long as each Product 4 Contract (i) has an attaching Debt-to-Enterprise Value Ratio of less than 2.5% and (ii) where the outstanding
term loan (inclusive of any revolving facilities senior to TPC’s tranche) comprises less than 25% in the aggregate of
TPC’s tranche in such loan, such Product 4 Contract will not be included in the calculation
of the proceeding proviso within this clause (s); and


 


(t) (s) the
excess, if any, of the Aggregate Outstanding Principal Balance of all Contracts that are denominated in an Eligible Currency other
than Dollars over 25% of the Aggregate Contracts Balance of all Transferred Contracts.


 


“Excluded
Amounts” means any amounts relating to diligence, legal, facility, tax, filing, insurance, maintenance and ancillary products
and services.


 




    32


     


    

 


“Excluded
Deferrable Contract” means a Deferrable Contract that (a) has a required cash pay interest component that is greater than 50%
of the total interest rate of such Contract and (b) has a required cash pay interest component equal to or greater than 9.00%.


 


“Excluded Taxes” has the
meaning set forth in Section 4.3(e).


 


“Executive
Officer” means, with respect to the Borrower, the Collateral Manager or TPVC, the Chief Executive Officer, President, the Chief
Operating Officer or the Chief Financial Officer of such Person, with respect to the Custodian,
the individuals listed on Exhibit G, and, with respect
to any other Person, the President, Chief Financial Officer or any Vice President.


 


“Extending Lender Group”
has the meaning set forth in Section 2.8(a).


 


“Extension Request” has the meaning set forth in Section 2.8(a).


 


“Facility Agent” has the meaning set forth in the Preamble.


 


“Facility
Amount” means (a) prior to the Facility Termination Date, $200,000,000250,000,000 as
such amount may be reduced pursuant to Section 2.4 or increased pursuant to Section 2.9 and (b) thereafter, the
Advances outstanding.


 


“Facility
Termination Date” means the earliest to occur of (i) the Scheduled Facility Termination Date, and (ii) the effective date on
which the facility hereunder is terminated pursuant to Section 14.2.


 


“Facility
Termination Event” means any of the events described in Section 14.1. “FATCA” means Sections
1471 through 1474 of the Code, as of the date of this Agreement, and any current or future regulations or official interpretations
thereof.


 


“Federal
Funds Rate” means, for any period, the greater of (a) 0.0% and (b) a fluctuating rate per annum equal for each day during such
period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged
by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations
for such day on such transactions received by the Facility Agent from three federal funds brokers of recognized standing selected by it.


 


“Fee
Letter” means each letter agreement among a Lender, the Borrower and TPVC described in Section 8.6.


 


“Fees”
means the Prepayment Fee and those certain other fees payable by the Borrower under the Transaction Documents in accordance with the
provisions set forth in Section 8.6. 


 






    33


     


    

 


consolidated Subsidiaries, to the extent paid or required to be paid during such period,
in each case determined for such Person and its consolidated Subsidiaries.


 


“Interest
Rate” means, for any Accrual Period and any Lender, a rate per annum equal to the sum of (a) the Applicable Margin and (b) the
Cost of Funds Rate for such Accrual Period and such Lender.


 


“Interest
Spread Test” means a test that will be satisfied on any date of determination if the Weighted Interest Spread, calculated on
a rolling three-month average, exceeds 2.00%.


 


“Interest
Spread Test Termination Event” means (i) as of any Distribution Date, the three-month rolling average of the Weighted
Interest Spread is less than or equal to 2.00% and (ii) as of the following Collateral Manager Report Date, the three-month rolling
average of the Weighted Interest Spread does not exceed 2.00%.


 


“Investment
Company Act” means the Investment Company Act of 1940, as amended.


 


“Joinder Agreement” means an
agreement among the Borrower, a Committed Lender and the Facility Agent in the form of Exhibit L to this Agreement
(appropriately completed) delivered in connection with a Person becoming a Committed Lender hereunder after the Effective Date, as
contemplated by the terms of this Agreement, a copy of which shall be delivered to the Custodian and the Collateral Manager.


 


“Joint Lead
Arranger” has the meaning set forth in the Preamble.


 


“Lease”
means each Contract identified on the Schedule of Contracts attached to an Advance Request as a lease, including all related lease agreements
and any related schedules, sub-schedules, supplements and amendments to a master lease pursuant to which TPVC (either directly or as the
assignee of TPC) leases specified equipment or other property to an Obligor at a specified periodic rate; provided each such schedule
to a master lease shall constitute a separate Lease.


 


“Lender”
means each Conduit Lender, each Committed Lender and each Uncommitted Lender, as the context may require.


 


“Lender Group”
means each Lender from time to time party hereto.


 


“LIBOR
Rate” means, with respect to any Accrual Period, the greater of (a) 0.50% and (b) the rate per annum
shown by the Bloomberg Professional Service as the London interbank offered rate for deposits in U.S. dollars for a period equal to
three months as of 11:00 a.m., London time, two Business Days prior to the first day of such Accrual Period; provided that
in the event no such rate is shown, the LIBOR Rate shall be the rate per annum based on the rates at which Dollar deposits for three
months are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the
LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London
time, two Business Days prior to the first day of such Accrual Period (it being understood that if at least two such rates appear on
such page, the rate will be the arithmetic mean of such displayed rates); provided, further,
that in the event fewer than two such rates are displayed, or if 


 






    38


     


    

 


no such rate is relevant,
the LIBOR Rate shall be a rate per annum at which deposits in Dollars are offered by the principal office of the Facility Agent in London,
England to prime banks in the London interbank market at 11:00 a.m. (London time) two Business Days before the first day of such Accrual
Period for delivery on such first day and for a period of three months.


 


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


 


“Loan”
means each Contract identified on the Schedule of Contracts attached to an Advance Request that is not a Lease.


 


“Loan
Originations and Revisions” has the meaning set forth in Section 10.23(d).


 


“Lockbox Account” means
the lockbox account to which the Obligors are directed to remit Contract Payments in accordance with this Agreement.


 


“Lockbox
Agreement” means each agreement among a Lockbox Bank, the Borrower and the Facility Agent that governs one or more Lockbox Accounts.


 


“Lockbox
Bank” means any institution acceptable to the Facility Agent at which a Lockbox Account is kept.


 


“Majority
Lender” means Required Lenders; provided that, in addition to the foregoing, if there are (x) only two (2) Lenders at
such time, both Lenders shall be required to constitute “Majority Lenders” and (y) more than two (2) Lenders at such time,
at least two (2) unaffiliated Lenders shall be required to constitute “Majority Lenders”; provided that for purposes
of this definition, Deutsche Bank AG, London Branch shall be considered unaffiliated with DBNY.


 


“Maturity
Date” means the earlier of (i) the date that is eighteen (18) months after the Facility Termination Date and (ii) the effective
date on which the facility hereunder is terminated pursuant to Section 14.2.


 


“Maximum
Availability” means, as of any date of determination, the difference of (i) the Facility Amount minus (ii) the balance
of all unfunded Advances approved but not yet funded minus (iii) the product of the Aggregate Unfunded Amount and the Advance Rate
as of such date of determination.


 


“Measurement
Date” means each of the following, as applicable: (i) each Distribution Date; (ii) each Advance Date; (iii) the date of any
repayment or prepayment pursuant to Section 2.4; (iv) each of the date that the Collateral Manager (x) has actual knowledge of
the occurrence of any Revaluation Event with respect to any Contract and (y) has given notice thereof to the Facility Agent; (v) the date
of any optional sale, repurchase or substitution pursuant to Section 7.14, Section 7.15 or Section 7.16, as applicable;
and (vi) Scheduled Facility Termination Date.


 


“Minimum
Equity Condition” means a test that will be satisfied on any date of determination if the Funded Equity is not less than the
greater of (x) the sum of the Aggregate Outstanding Principal Balance of the five Obligors with Contracts constituting the highest


 






    39


     


    

 


Aggregate Outstanding Principal Balance and (y)
$25,000,000; provided that, for purposes of calculating the above, the Aggregate Outstanding Principal Balance with respect
to any Obligor shall be the Aggregate Outstanding Principal Balance with respect to which such Person is an Obligor.


 


“Minimum Utilization
Percentage” has the meaning set forth in the Fee LettersLetter.


 


“Moody’s”
means Moody’s Investors Service, Inc., or any successor thereto.


 


“Multiemployer Plan” means a multiemployer
plan, as defined in Section 3(37) or Section 4001(a)(3) of ERISA, as applicable, in respect of which the Borrower or any
ERISA Affiliate has or could have any obligation or liability, contingent or otherwise.


 


“Net
Income” means, for any Person for any period of time, the aggregate amount of net income for such Person, after taxes, for such
period, as determined in accordance with GAAP.


 


“Net
Investment Income” means, for any Person for any period of time, the aggregate amount of net income derived from any direct
or indirect loan, advance or investment by such Person in any other Person, whether by means of share purchase, capital contribution,
loan or otherwise, after taxes, for such period, as determined in accordance with GAAP.


 


“Non-Exempt Person”
has the meaning set forth in Section 4.3(e).


 


“Non-Excluded Taxes” has the meaning set forth in Section 4.3(a).


 


“Non-Extending Lender Group”
has the meaning set forth in Section 2.8(a).


 


“Non-Sustainable
Obligor” means any Obligor (a) currently engaged (i) in activities within or in close proximity to World Heritage Sites
that might impact the outstanding universal values of the site as defined by UNESCO, (ii) in activities located in or involving the
clearing of primary tropical moist forests, illegal logging or uncontrolled and/or illegal use of fire (iii) as an upstream producer
and / or processor of palm oil and palm fruit products that is not a member or certified in accordance with the Roundtable on
Sustainable Palm Oil (“RSPO”) or time-bound committed toward RSPO certification, (iv) in expanding an existing or
developing a new coal-fired power irrespective of location, (v) in developing greenfield thermal coal mining, or (vi) in using
mountain top removal as an extraction method in mining or (b) in relation to which there is evidence of child or forced labor in
accordance with international labor conventions or other human rights violations such as slavery, forced or compulsory labor and
human trafficking as defined by the Modern Slavery Act 2015.


 


“Note”
means a promissory grid note, in the form of Exhibit A, made payable to the order of an Agent, on behalf of the related Lenders.


 


“Note Agent” has
the meaning set forth in Section 15.1.


 


“Note Register” has the meaning set forth in Section 16.5(a).


 


“Note Registrar” has the meaning set forth in Section 16.5(a).


 




    40


     


    

 


“Product
6 Contract” means a TPC Growth Stage Contract or a TPC Venture Stage Contract that is an equipment loan, capital lease or true
lease secured by a security interest, first in priority, in a specific item or items of equipment or related assets or a lease of a specific
item or items of equipment or related assets.


 


“Prohibited
Defense Contract” means a Contract in respect of which the related Obligor’s primary direct business is the production
or distribution of antipersonnel landmines, cluster munitions, biological and chemical, radiological and nuclear weapons or their Critical
Components.


 


“Prohibited
Industry” means with respect to any Obligor, its primary business is (a) within an industry referred to in the definition of
Prohibited Defense Contract; (b) the manufacture of fully completed and operational assault weapons or firearms; (c) in pornography or
adult entertainment; or (d) in the gaming industry (other than (i) a Permitted Gaming Industry or (ii) hospitality and/or resorts development
or the management thereof).


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


“QFC
Credit Support” has the meaning set forth in Section 18.1818.20.


 


“Qualified Substitute Arrangement” has the meaning set forth in Section 10.6(c).


 


“Rating Agencies”
means Standard & Poor’s and Moody’s.


 


“Records”
means all Contracts and other documents, books, records and other information (including computer programs, tapes, disks, data processing
software and related property and rights) prepared and maintained by or on behalf of the Borrower with respect to Contract Payments and
the Obligors thereunder, including all documents, books, records and other information prepared and maintained by the Borrower, TPVC or
the Collateral Manager with respect to such Contract Payments or Obligors.


 


“Registration
Statement” means the registration statement on Form 10, filed by the Equityholder with the Securities and Exchange Commission,
as the same may be modified or amended from time to time.


 


“Related
Committed Lender” means, with respect to any Uncommitted Lender, each Committed Lender in its Lender Group.


 


“Related Security” means,
with respect to each Transferred Contract:


 


(a) all
Liens and property subject thereto from time to time securing or purporting to secure any such indebtedness of an Obligor arising under
such Transferred Contract (including any security deposits made or required to be made by such Obligor to secure such indebtedness);


 




    46


     


    

 


Agreement
as to which the Repurchase Amount has been deposited in the Collection Account by or on behalf of the Equityholder.


 


“Request
for Release and Receipt” means a form substantially in the form of Exhibit F-2 completed and signed by the Collateral
Manager.


 


“Required
Lenders” means, at any time, Lenders holding Advances aggregating at least 66% of all Advances outstanding or if there are no
Advances outstanding, Lenders holding Commitments aggregating greater than 66% of all Commitments; provided that until the Facility
Amount has been increased by at least $25,000,000, “Required Lenders” means not fewer than two Lenders holding Advances aggregating
at least 66% of all Advances outstanding or if there are no Advances outstanding, not fewer than two Lenders holding Commitments aggregating
greater than 66% of all Commitments.


 


“Required
Notional Amount” means, with respect to any date of determination, the greater of (i) $25,000,000 and (ii) the outstanding principal
amount of the Advances on such date of determination.


 


“Residual”
means, with respect to any True Lease, any interest of the lessor or its assigns, as owner of underlying Contract Collateral, in the value
of the related Contract Collateral after termination of such True Lease, including the proceeds from the sale or use of the Contract Collateral
after the termination of such True Lease.


 


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


 


“Responsible
Officer” means, with respect to (a) TPVC, the Collateral Manager or the Borrower, its Chief Executive Officer, Chief Operating
Officer, President, Chief Financial Officer, or any other officer or employee of TPVC, the Collateral Manager or the Borrower directly
responsible for the administration or collection of the Transferred Contracts,(b)
the Custodian, any officer in the Corporate Trust Office or the document custody division of the
Custodian with direct responsibility for the administration of the Contract Files, or to whom any Contract File custodial matter is referred
because of his or her knowledge of or familiarity with a particular subject, (c) the Facility Agent, the president, any vice president
or assistant vice president of the Facility Agent, or any other officer or employee having
similar functions or (bd)
any other Person, any Person that is not an individual,
the President, any Vice-President or Assistant Vice-President, any officer within the Corporate
Trust Office or the Controller of such Person, or any other officer or employee having similar
functions.


 


“Restricted
Information” has the meaning set forth in Section 10.23(b).


 


“Retained Economic Interest” has the meaning
set forth in Section 10.23(a).


 


“Retained
Interest” means, with respect to each Transferred Contract, the following rights and obligations in such Transferred Contract
and under the related documents, which are being retained by TPVC or the Equityholder (in the case of the rights and obligations described
in clauses (a) and (b)(iii)) or which are held by parties other than the Borrower): (a) with respect to any Transferred
Contract with an unfunded commitment on the part of the lender that does not


 






    48


     


    

 





(b) the
related Obligor does not have sufficient cash reserves on hand (including the undrawn committed capital of such Obligor) to maintain
its current and projected operations for the immediately following four (4) month period (as determined by TPVC, in its reasonable
business judgment);


 


(c) any
Contract has been designated as ‘Orange (4)’ by TPVC on its Credit-Watch List;


 


(d) (i)
with respect to a TPC Growth Stage Contract, the Obligor thereunder has a Debt-to-Equity Ratio that exceeds 75% and (ii) with respect
to a TPC Venture Stage Contract, the Obligor thereunder has a Debt-to-Equity Ratio that exceeds 50%;


 


(e)
with respect to Contracts included under clause (h) of the definition of “Excess Concentration Amount” that meets all of
the requirements listed thereof for inclusion as an Eligible Contract Payment, such Obligor fails to either (i) have sufficient cash
reserves on hand to maintain its current and projected operations for the immediately following thirty (30) month period (in the case
of a TPC Growth Stage Contract) or thirty-six (36) month period (in the case of a TPC Venture Stage Contract) or (ii) maintain a positive
EBITDA;


 


(f) (e)
the related Obligor has closed its most recent round of equity financing for an amount that
is less than the immediately prior round of equity financing;


 


(g) (f) the related Obligor under any Contract has
a Debt-to-Cash Ratio that equals or exceeds 2.00 to 1.00;


 


(h) (g) any Contract Payment at any time has Rewritten
Contract Payments without the consent of the Facility Agent in its sole discretion;


 


(i) (h) the related Obligor fails to deliver to the
Borrower or the Collateral Manager any financial reporting information (i) as required by the information, documents, records or reports
respecting the Transferred Contracts or the Related Security (without giving effect to any applicable grace period thereunder) and (ii)
no less frequently than quarterly; and


 


(j) (i) the related Obligor undergoes a merger,
acquisition or other restructuring that results in a change of control in such Obligor;


 


provided
that the Facility Agent may include custom revaluation events other than those included in the definition of “Revaluation Event”
as a condition of its approval of any Contract, as noted in the related Asset Approval Notice (and, for any Contract included in the Borrower
Collateral as of the Effective Date that has yet to be approved by the Facility Agent as of such date by delivery of the related Asset
Approval Notice, the Facility Agent in its sole discretion may include additional custom revaluation events until such Contract has been
reviewed by the Facility Agent to its satisfaction); provided, further, that the Borrower may take such action as may be
required so that the event, condition, circumstance, or fact that is the basis for such


 




    50


     


    

 


“Scheduled
Facility Termination Date” means the earliest of (i) July 15, 2023 (unless a later date has been agreed to in writing by the
Facility Agent and each Lender as requested by the Borrower in accordance with Section 2.8), (ii) the date on which the Interest
Spread Test Termination Event occurs, (iii) an “Advanced Liquidity Event” occurs with respect to a listing of shares on a
national securities exchange in connection with an initial public offering, unless TPC continues as the investment manager of the Equityholder
after the effective date of any such initial public offering and (iv) a default under the constituent documents of the Equityholder.


 


“Second
Omnibus Amendment Effective Date” means June 7, 2022. 


 


“Section 4.3 Certificate”
has the meaning set forth in Section 4.3(e)(ii).


 


“Secured
Parties” means, collectively, each Lender, the Facility Agent, the Backup Collateral Manager, the Custodian, the Paying Agent,
the Collection Account Bank, each other Affected Person and Indemnified Party and Hedge Counterparty and their respective successors and
assigns.


 


“Security
Deposit Collection Account” means the account designated as the Security Deposit Collection Account in, and which is established
and maintained pursuant to, Section 8.1(a).


 


“SOFR”
means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


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


 


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


 


“Structured
Lender” means any Person whose principal business consists of issuing commercial paper, medium term notes or other securities
to fund its acquisition and maintenance of receivables, accounts, instruments, chattel paper, general intangibles and other similar assets
or interests therein and which is required by any nationally recognized statistical rating organization which is rating such securities
to obtain from its principal debtors an agreement such as that set forth in Section 18.11(a) of this Agreement in order to maintain
such rating.


 


“Structured
Lender Liquidity Arrangement” means each liquidity, credit enhancement or “back-stop” purchase or loan facility
for a Lender which is a Structured Lender relating to this Agreement.


 


“Subject
Laws” means the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating
thereto, and (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot
Act of 2001, as amended) (the “Patriot Act”).


 




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“Subsidiary”
means, with respect to any Person, a corporation, partnership or other entity of which such Person and/or its other Subsidiaries own,
directly or indirectly, such number of outstanding shares as have more than 50% of the ordinary voting power for the election of directors.


 


“Substitute
Equipment” has the meaning set forth in the definition of “Technology Exchange Option” set forth in this Section
1.1.


 


“Support
Facility” means any liquidity or credit support agreement with a Structured Lender which relates to this Agreement (including
any agreement to purchase an assignment of or participation in the Notes).


 


“Support
Party” means any bank, insurance company or other financial institution extending or having a commitment to extend funds to
or for the account of a Structured Lender (including by agreement to purchase an assignment of or participation in the Notes) under a
Support Facility.


 


“Supported
QFC” has the meaning set forth in Section 18.1818.20.


 


“Tangible
Net Worth” means, with respect to any Person, the consolidated net worth of such Person and its consolidated Subsidiaries calculated
in accordance with GAAP after subtracting therefrom the aggregate amount of the intangible assets of such Person and its consolidated
Subsidiaries, including, without limitation, goodwill, franchises, licenses, patents, trademarks, tradenames, copyrights and service marks.


 


“Taxes” has the meaning
set forth in Section 4.3(a).


 


“Technology
Exchange Option” means, with respect to any Contract, the Obligor’s option on or after the expiration of the 12th month
after the effectiveness of the applicable summary schedule, to replace any of the existing technological equipment (other than any software
or any soft costs financed, including, tenant improvements and custom equipment) subject to such Contract (the “Replaced Equipment”)
and such schedule with new technological equipment (the “Substitute Equipment”), subject to the commercially reasonable
discretion of the Facility Agent.


 


“Term
SOFR” means, for any calculation with respect to an Advance in Dollars (other than an Advance bearing interest at the Alternate
Base Rate), the Term SOFR Reference Rate for a tenor of three (3) months on the day (such day, the “Term SOFR Determination Day”)
that is two (2) Business Days prior to the first day of such Accrual Period, as such rate is published by the Term SOFR Administrator;
provided that if Term SOFR is less than 0.50%, Term SOFR shall be deemed to be 0.50% for purposes
of this Agreement.


 


“Term
SOFR Adjustment” has the meaning set forth in the Fee Letter.


 


“Term
SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference
Rate selected by the Facility Agent in its reasonable discretion).


 




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“Term
SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR”
in this Section 1.1.


 


“Term
SOFR Reference Rate” means the forward-looking term rate based on SOFR. 


 


“TPC”
means TriplePoint Capital LLC, a Delaware limited liability company.


 


“TPC
Growth Stage Contract” means any Contract made to a company that (1) for a Contract which permits “interest only”
Scheduled Contract Payments for more than 48 months but less than 60 months, (w) generated greater than $25,000,000 annualized gross revenue
as of the most recent calendar quarter, (x) has a valuation equal to at least $125,000,000, (y) has a Debt-to-Equity Ratio that does not
exceed 35% and (z) has sufficient venture capital backing (as determined by the Collateral Manager) and (2) otherwise, (x) generated greater
than $15,000,000 annualized gross revenue as of the most recent calendar quarter and (y) has sufficient venture capital backing (as determined
by the Collateral Manager).


 


“TPC
Venture Stage Contract” means any Contract made to a company that is typically (a) developing one or more products and has
received initial venture funding, (b) selling one or more products or providing one or more services to an initial customer base or
an established customer base but does not yet qualify as a TPC Growth Stage Contract, in each case as determined by the Collateral
Manager.


 


“TPVC”
has the meaning set forth in the Preamble.


 


“Transaction
Documents” means this Agreement, the Notes, the Pledge Agreement, the Lockbox Agreement, the Account Agreement, the Sale Agreement,
each Fee Letter, each Hedging Agreement, the Administrative Agreement, any Joinder Agreement, the Backup Collateral Manager Fee Letter,
the Custodian Fee Letter, the Paying Agent Fee Letter and the other documents to be executed and delivered in connection with this Agreement,
specifically excluding from the foregoing, however, Transferred Contracts delivered in connection with this Agreement.


 


“Transferred
Contract” means each Contract which appears on an Advance Request submitted to the Facility Agent and Paying Agent by the Borrower
and that is purchased pursuant to the Sale Agreement. Any Contract that is released from the Lien granted to the Facility Agent for the
benefit of the Secured Parties pursuant hereto, including any Contract that is purchased by the Equityholder pursuant to Section 6.1 of
the Sale Agreement following the Paying Agent’s receipt of the Repurchase Amount for such Contract, shall not be a “Transferred
Contract” after such Contract is so released.


 


“Transition
Costs” means all costs and expenses (up to an aggregate amount of $100,000) incurred by any successor Collateral Manager in
connection with the transition of the duties and obligations of the Collateral Manager to such successor Collateral Manager including,
for the avoidance of doubt, as described in Section 7.1(b).


 


“TriplePoint
Agented Contract” means an Agented Contract where each lender thereon is TPC, TPVC or any of their Affiliates.


 




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“True
Lease” means a Lease which is not a Finance Lease.


 


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


 


“UK
AIFM Regulations” means the UK Alternative Investment Fund Managers Regulations 2013.


 


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


 


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


 


“Uncommitted
Lender” means any Conduit Lender designated as an “Uncommitted Lender” for any Lender Group and any of its assignees.


 


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


 


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


 


“USA
Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001, Public Law 107 56.


 


“U.S.
Government Securities Business Day” means any day except for a day on which the Securities Industry and Financial Markets Association
recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government
securities.


 


“U.S.
Special Resolution Regimes” has the meaning set forth in Section 18.1818.20.


 


“Vendor” means, with respect to any Contract, the equipment manufacturer, dealer or distributor or other
Person that provided products or services with respect to the Contract Collateral under such Contract.


 


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


 




    56


     


    

 


and
Collection Policy, the Collateral Manager shall not extend, amend or otherwise modify the terms of any Contract Payment or amend or modify
any term or condition of any Contract related thereto, except with the written consent of the Facility Agent.


 


(d) The
Collateral Manager shall hold in trust for the Borrower and the Secured Parties in accordance with their respective interests all Records
that evidence or relate to the Contract Payments not previously delivered to the Custodian and shall, as soon as practicable upon demand
of the Facility Agent, make available, or, upon the occurrence and during the continuation of a Collateral Manager Default, deliver to
the Facility Agent all Records in its possession which evidence or relate to the Contract Payments.


 


(e) The
Collateral Manager shall, as soon as practicable following receipt thereof, turn over to TPVC any cash collections or other cash proceeds
received with respect to each Contract which does not constitute a Transferred Contract.


 


(f) Anything
herein to the contrary notwithstanding, TPVC shall perform its obligations under the Transferred Contracts to the same extent as if the
Transferred Contracts had not been sold by it.


 


(g) The
Collateral Manager shall (i) if requested by the Facility Agent or any Lender, promptly (and in any event within forty-five (45) days
after the end of each fiscal quarter and eighty (80) days after the end of each fiscal year, as applicable) provide to the Facility Agent
and each Lender a copy of the unauditedaudited
consolidated financial statements of the Borrower and
TPVC as filed with the Securities and Exchange Commission for the fiscal year most recently ended, and the
unaudited consolidated financial statements of the Borrower and TPVC
as filed with the Securities and Exchange Commission for the fiscal quarter most recently ended and (ii) promptly (and in any event with
ten (10) days after the end of such fiscal quarter) provide to the Facility Agent and each Lender a copy of the then-current Credit-Watch
List for the fiscal quarter most recently ended. It is understood that Collateral Manager shall have satisfied the requirements of this
clause (g) with respect to the quarterly and annual financial statements of TPVC upon submission by TPVC of its Form 10-Q or Form
10-K, as applicable, through the Securities and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval system.


 


(h)
The Collateral Manager shall promptly (and in any event within forty-five (45) days after the end of each
fiscal quarter and eighty (80) days after the end of each fiscal year, as applicable) provide to the Facility Agent and each Lender a
copy of the unaudited financial statements of the Borrower for the fiscal year most recently ended, and a copy of the unaudited financial
statements of the Borrower for the fiscal quarter most recently ended, certified by an Executive Officer of the Borrower with appropriate
knowledge identifying such documents as being the documents described in this paragraphclause
(h) and stating that the information set forth therein
fairly presents the financial condition of the Borrower as of and for the periods then ended, subject to year -end
adjustments and confirming that the Borrower is in compliance with all financial covenants in the Transaction Documents (or, if the Borrower
is not in compliance, specifying the nature and status thereof).


 




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necessary
or requested by the Borrower or the Collateral Manager), be deemed to transfer to the Borrower (for transfer to TPVC), free and clear
of any Lien created by this Agreement, all of the right, title and interest of the Facility Agent, on behalf of the Secured Parties, in,
to and under such Replaced Equipment, but without any representation and warranty of any kind, express or implied. The Equityholder shall
make (or cause to be made) a contemporaneous deposit to the Collection Account of the related Hedge Breakage Costs, as contemplated by
Section 6.2 of the Sale Agreement.


 


Section 7.16
Repurchase. In the event the Borrower exercises its option to offer for sale to the Equityholder a
Transferred Contract that has become a Defaulted Contract or a Delinquent Contract pursuant to Section 6.3 of the Sale Agreement and the
Equityholder accepts such offer, upon receipt of the Repurchase Amount in the Collection Account, the Facility Agent, on behalf of Secured
Parties, shall, automatically and without further action (unless otherwise necessary or requested by the Borrower or the Collateral Manager),
be deemed to transfer to the Borrower (for transfer to the Equityholder), free and clear of any Lien created by this Agreement, all of
the right, title and interest of the Facility Agent, on behalf of the Secured Parties, in, to and under such Transferred Contract and
the Contract Payments and Related Security related thereto, but without any representation and warranty of any kind, express or implied.


 


Section 7.17
Contracts Subject to Retained Interest Provisions. With respect to any Contract sold by the Equityholder
to the Borrower and included in the Borrower Collateral subject to the Retained Interest provisions of this Agreement, if such Contract
is a Contract with more than one lender or lessor, Collections in respect of principal and interest received by the Collateral Manager
will be allocated between the portion owned by the Borrower and the portion not owned by the Borrower (if any) on a pro rata basis according
to the outstanding principal amount of such portion, subject to clause (h) of the definition of “Excess Concentration Amount”.


 


Section 7.18 Optional
Offer to Sell. (a) The Borrower shall have the right to sell all or a portion of the Contracts (each, an “Optional Sale”),
subject to the following terms and conditions:


 


 (i) immediately after giving effect to such Optional Sale:




 


 (A) the Interest Spread Test is satisfied;




 


 (B) the Minimum Equity Condition is satisfied;




 


(C) the
Borrowing Base is greater than or equal to the Advances outstanding;


 


(D)
the Aggregate Contracts Balance of all Collateral ObligationsContracts
sold by the Borrower during the then-current calendar year does not exceed 15% of the highest
Aggregate Contracts Balance Amount on any day of such calendar year; and


 






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the Lenders, all Fees due to the Lenders and the Facility
Agent; provided that any Commitment Fee due after July 2021 shall be payable on the Commitment Fee Distribution Date;


 


(vi) SIXTH,
from the remaining Amount Available, to the Lenders, the amount necessary to reduce the Advances outstanding to an amount not to exceed
the lower of the Borrowing Base and the Maximum Availability;


 


(vii) SEVENTH,
from the remaining Amount Available, pro rata based on amounts owed to such Persons under this clause (vii), to the Hedge Counterparties,
any unpaid Hedge Breakage Costs, together with interest accrued thereon;


 


(viii) EIGHTH,
from the remaining Amount Available, following the occurrence of the Facility Termination Date or a Facility Termination Event, to the
Lenders, to repay the principal amount of Advances until such Advances are repaid in full;


 


(ix) NINTH,
from the remaining Amount Available, to any Affected Persons, any Increased Costs then due and owing;


 


(x) TENTH,
from the remaining Amount Available, to the extent not previously paid by or on behalf of the Borrower, to each Indemnified Party, any
Indemnified Amounts then due and owing to each such Indemnified Party;


 


(xi) ELEVENTH,
from the remaining Amount Available, to the extent not previously paid pursuant to clause (iii) above, pro rata to the Collection
Account Bank, Paying Agent, Backup Collateral Manager and the Custodian, any costs, expenses, Transition Costs and anyother
amounts actually due to such Persons
at such time, including under
any indemnification provision of this Agreement, or, with respect
to the Collection Account Bank, the Account Agreement (that is, no amount shall be withheld for contingent indemnity obligations to the
Backup Collateral Manager and the Custodian under the Transaction Documents);


 


(xii) TWELFTH,
from the remaining Amount Available, to the Lenders, the amount of any prepayment of the outstanding principal amount of any Advance made
by the Borrower pursuant to Section 2.4;


 


(xiii) THIRTEENTH,
to make any Permitted RIC Distributions or any Permitted Stock Dividend (subject to the limitations on the use of Interest Collections
and Principal Collections set forth herein);


 


(xiv) FOURTEENTH,
if the Collateral Manager is TPVC, from the remaining Amount Available, to the Collateral Manager, any accrued and unpaid Collateral Management
Fees with respect to the related Collection Period and the amounts specified in Section 8.2 to the extent the Collateral Manager
has not reimbursed itself in respect of such amounts pursuant to Section 8.7; and


 


(xv)
FIFTEENTH, from the remaining Amount Available, to the Operating Account, or as otherwise designated in writing by the Borrower to the
Facility Agent, the Paying Agent and the Collateral Manager.


 




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Borrower
will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on the Borrower
Collateral or any interest therein (other than Permitted Liens), and the Borrower shall defend the right, title, and interest of the Facility
Agent (for the benefit of the Secured Parties) and the Lenders in and to the Borrower Collateral against all claims of third parties claiming
through or under the Borrower (other than Permitted Liens).


 


Section 10.3
Costs and Expenses. The Borrower shall pay all of its reasonable costs and disbursements in connection
with the performance of its obligations hereunder and under the Transaction Documents.


 


Section
10.4 Reporting Requirements. The Borrower shall furnish, or cause to be furnished, to the Facility
Agent and each Lender and, with respect to clause (a), to the Custodian and Backup Collateral Manager:


 


(a) as
soon as possible and in any event within three (3) Business Days after a Responsible Officer of the Borrower shall have knowledge of the
occurrence of a Facility Termination Event or Unmatured Facility Termination Event, the statement of an Executive Officer of the Borrower
setting forth complete details of such Facility Termination Event or Unmatured Facility Termination Event and the action which the Borrower
has taken, is taking and proposes to take with respect thereto;


 


(b) (i)
no less than on a monthly basis, in connection with the calculation of the Borrowing Base in the most recently delivered
Distribution Date Statement, updates for each Contract of the Debt-to-Equity Ratio, the Debt-to-Enterprise Value Ratio (including
the attaching Debt-to-Enterprise Value Ratio with respect to Product 4 Contracts), the expected months of cash reserves remaining
and the amount and date of most recent round of equity financing or bridge financing and
(ii) promptly, from time to time, such other information, documents, records or
reports respecting the Transferred Contracts or the Related Security, the other Borrower Collateral or the condition or operations,
financial or otherwise, of the Borrower as the Facility Agent may, from time to time, reasonably request;


 


(c) promptly,
in reasonable detail, of (i) any Adverse Claim known to it that is made or asserted against any of the Borrower Collateral, (ii) the occurrence
of any Revaluation Event with respect to any Contract (including any custom revaluation events included in the definition of “Revaluation
Event” by the Facility Agent as a condition of its approval of any Contract), or a Contract having Rewritten Contract Payments which
was not previously approved by the Facility Agent and (iii) the sale, exercise or other monetization of, and the listing of the existing
and future positions of, any Warrant Asset; and


 


(d) any
new or updated information reasonably requested by a Lender (by request to the Facility Agent, who shall forward such request to such
Borrower) in connection with “know your customer” laws or any similar regulations; and


 


(e)
promptly following any request therefor, Borrower shall deliver to the Facility Agent information and documentation reasonably requested
by the Facility Agent for purposes of compliance with its Beneficial Ownership Certification.


 




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respective
Affiliates is the loan agent. The Borrower shall maintain (or cause to be maintained) for the Secured Parties in accordance with their
respective interests all Records that evidence or relate to the Collections not previously delivered to the Custodian and shall, as soon
as reasonably practicable upon demand of the Facility Agent, make available, or, upon the Facility Agent’s demand following the
occurrence and during the continuation of a Collateral Manager Default, deliver to the Facility Agent copies of all such Records which
evidence or relate to the Collections.


 


(b) The
Borrower shall deliver the following: (i) all Asset Approval Requests and Advance Requests to lenderfinance_collatreview@list.db.com,
(ii) Distribution Date Statements delivered in connection with Section 7.6 to csg.india@db.com, abs.conduits@db.com, dbinvestor@list.db.com,
amit.patel@db.com, james.kwak@db.com, erica.flor@db.com and jerry-b.lianuar.atiye-manzur@db.com,
(iii) requests or notices delivered in accordance with Sections 2.2 or 2.4, to abs.conduits@db.com, lenderfinance_collatreview@list.db.com,
amit.patel@db.com, james.kwak@db.com, erica.flor@db.com and jerry-b.lianuar.atiye-manzur@db.com
and (iv) obligor reports delivered in connection with Section 7.4(n)(iv) to gcrt.ratingrequests@db.com and lenderfinance_collatreview@list.db.com;
provided that any document delivered pursuant to this Section 10.21 shall be deemed as delivered if it is posted to an electronic
system agreed upon between the Borrower and Facility Agent.

 


Section 10.22 Further
Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense, it shall promptly
execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable or that
the Facility Agent may request to perfect and protect the assignments and security interests granted or purported to be granted by this
Agreement or to enable the Facility Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement
with respect to any Borrower Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such
financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or
that the Facility Agent may reasonably request to protect and preserve the assignments and security interests granted by this Agreement.
Such financing statements filed against the Borrower may describe the Borrower Collateral in the same manner specified in Section 13.1
or in any other manner as the Required Lenders may reasonably determine is necessary to ensure the perfection of such security interest
(without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all
assets or all personal property of the Borrower whether now owned or hereafter acquired.


 


(b) The
Borrower and each Secured Party hereby severally authorize the Facility Agent, upon receipt of written direction from the Required Lenders,
to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Borrower Collateral.


 




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or
a “commodity trading advisor” under the Commodity Exchange Act or be required to undertake regulatory filings related to
this Agreement in connection therewith.


 


(k) For
avoidance of doubt, no provision of this Agreement shall require the Backup Collateral Manager (as Backup Collateral Manager or successor
Collateral Manager) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights and powers, if, in its sole judgment, it shall believe that repayment of such funds
or adequate indemnity against such risk or liability is not assured to it.


 


(l) The
Backup Collateral Manager undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being
expressly understood by all parties hereto that there are no implied duties or obligations of the Backup Collateral Manager hereunder.
Without limiting the generality of the foregoing, the Backup Collateral Manager, except as expressly set forth herein, shall have no obligation
to supervise, verify, monitor or administer the performance of the Collateral Manager or the Borrower and shall have no liability for
any action taken or omitted by the Collateral Manager (including any successor to the Collateral Manager) or the Borrower. The Backup
Collateral Manager may act through its agents, attorneys and custodians in performing any of its duties and obligations under this Agreement,
it being understood by the parties hereto that the Backup Collateral Manager will be responsible for any willful misconduct or gross negligence
on the part of such agents, attorneys or custodians acting for and on behalf of the Backup Collateral Manager.


 


Section 11.2
Covenants and Representations and Warranties of the Backup Collateral Manager. The covenants and representations
and warranties of the Collateral Manager, shall apply to TPVC, as Collateral Manager, but shall be deemed modified to the extent necessary
to apply to Vervent Inc. Prior to or promptly following the date on which Vervent Inc. becomes the Collateral Manager, the parties to
this Agreement will enter into one or more amendments or supplements acceptable in form and content to Vervent Inc. and the Facility Agent,
providing for such modifications of this Agreement as are necessary to permit Vervent Inc. to fulfill its responsibilities hereunder as
the Collateral Manager.


 


ARTICLE
XII 


 


THE CUSTODIAN


 


Section
12.1 Delivery of Contract Files; Custodian to Act as Agent. (a)(1)The Facility Agent hereby
appoints the Custodian, and the Custodian hereby accepts its appointment, to act, subject to the terms of this Agreement, exclusively
as the agent and custodian of the Facility Agent for the purpose of taking and retaining custody of the
Contract Files for the benefit of the Facility Agent, on behalf of the Secured Parties. The
Custodian as the duly appointed agent of the Facility Agent, on behalf of the Secured Parties
for these purposes, (A) acknowledges that it shall hold (in accordance with Section 9-313(c) of the UCC) possession of the Contract Files
for each Contract at any time
listed on each Schedule of Contracts, a copy of each such Schedule of Contracts shall be delivered


 






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to Custodian and all additions thereto or supplements thereof, to the extent such documents are
received by the Custodian, for the Facility Agent’s benefit, on behalf of the Secured Parties, unless and until released in
accordance with Section 12.4, and (B) agrees toshall maintain exclusivecontinuous custody andof
all items in its possession of the Contract Files in
which a security interest has been granted to the Facility Agent, on behalf of the Secured Parties, hereunder in order to
perfectin secure
facilities in the same or substantially similar manner as the Custodian would provide when performing the same or substantially
similar services to other parties, and (C) shall reflect in its records the security interest
of the Facility Agent and the Secured Parties in
such Contract Files and any and all proceeds of the foregoingtherein.
Each of the Borrower and the Collateral Manager consents to the Custodian’s appointment hereunder and to the terms
hereof.


 


(i) With
respect to each Contract File which has been or will be delivered to the Custodian in accordance with the terms hereof, the Custodian
is acting exclusively as the bailee and agentcustodian
of the Facility Agent, on behalf of the Secured Parties, and the Custodian has no instructions to hold any
Contract File for the benefit of any Person other than the Facility Agent and the Secured Parties, and the Custodian undertakes to perform
such duties and only such duties as are specifically set forth in this Agreement. In so taking and retaining custody of the Contract Files,
the Custodian shall be deemed to be acting as the agent of the Facility Agent for the purpose of perfecting the Facility Agent’s
security interest therein under the UCC. Except as otherwise provided in Section 12.4, the Custodian shall not at any time, release
from its possession, any Contract Files.


 


(b) (i) Within
five (5) Business Days after the Effective Date, the initial Collateral Manager shall deliver to U.S. Bank National Association, as the
initial Custodian, all Contract Files currently in the initial Collateral Manager’s possession, to be held by the initial Custodian
in accordance with the terms hereof, as agent for the Facility Agent, for the benefit of the Facility Agent, on behalf of the Secured
Parties. Contract Files shall consist of the items listed on Exhibit J and it shall be the sole obligation of the Borrower to deliver
or cause delivery of the Contract Files to the Custodian.


 


(ii) From
time to time, but no later than each Advance Date, the Collateral Manager shall deliver, or cause to be delivered, to the Custodian and
the Custodian shall accept, take custody of and keep safely, in accordance with the terms hereof, as agent for the Facility Agent, on
behalf of the Secured Parties, for the use and benefit of the Facility Agent, on behalf of the Secured Parties (x) all additions and supplements
to the Schedule of Contracts, not previously delivered and (y) all Contract Files (other than those Records constituting credit applications
and the Equityholder’s credit approval, which the Collateral Manager shall make available to the Facility Agent for inspection as
soon as practicable upon demand) relating to each Contract to be (1) acquired by the Borrower from the Equityholder pursuant to the Sale
Agreement, on or before such Advance Date and (2) added to the Schedule of Contracts on or before such Advance Date.


 


(iii)
The Collateral Manager shall represent and warrant to the Facility Agent and the Custodian that the Contract Files delivered by the Collateral
Manager to the Custodian pursuant to the terms hereof shall include all of the Contract Files relating to each of


 






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 the
Contracts required to be delivered for such Contract in accordance with Exhibit J and all of such Contract Files and the information
contained in the Schedule of Contracts are true, complete and correct pursuant to a certification in the form of Exhibit H executed
by an Executive Officer of the Collateral Manager.


 

(iv) From
time to time, the Collateral Manager, promptly upon receipt, shall forward to the Custodian additional documents evidencing any assumption,
modification, consolidation or extension of a Contract, and upon receipt of any such other documents, the Custodian shall hold such other
documents as agent for the Facility Agent, on behalf of the Secured Parties, in accordance with the terms hereof. With respect to any
other documents delivered to the Custodian in accordance with this Section 12.1(b)(iv), on or prior to the date of such delivery,
the Collateral Manager will attach a supplement or amendment to the Schedule of Contracts most recently delivered to the Custodian and
the Facility Agent in accordance with Section 12.1(b)(ii), and deliver the same to the Custodian (such information contained on
such supplemented or amended Schedule of Contracts shall also be delivered to the Custodian simultaneously in Microsoft Excel (or such
other electronic format reasonably acceptable to the Custodian)), detailing the documents being so delivered to the Custodian hereunder.


 


(v) With
respect to any documents comprising the Contract File which have been delivered or are being delivered to recording offices for recording
and have not been returned to the Borrower or the Collateral Manager in time to permit their delivery hereunder at the time required,
in lieu of delivering such original documents, the Borrower or the Collateral Manager shall deliver to the Custodian a true copy thereof
with a certification executed by an Executive Officer of the Borrower or the Collateral Manager, certifying that such copy is a true,
correct and complete copy of the original, which has been transmitted for recordation. The Borrower or the Collateral Manager shall deliver
such original documents to the Custodian promptly when they are received.


 


(vi) Each
of the Borrower and the Collateral Manager agrees to take such actions as are reasonably requested by the Custodian or the Facility Agent
to facilitate the delivery to the Custodian or the Facility Agent, as applicable, of all documents (including, without limitation, Contract
Files) and other items required to be delivered to the Custodian or the Facility Agent, as applicable, in accordance with the terms of
this Agreement. The Collateral Manager shall hold (in accordance with Section 9-313(c) of the UCC) all other documents comprising the
Contract Files as agent of the Custodian.


 


Section
12.2 Contract File Certification. (a) On or prior to each Advance Date, with respect to the Contract
Files delivered on or prior to such Advance Date, and thereafter when additional Contract Files will be delivered to the Custodian from
time to time, within three (3) Business Days after delivery of any such Contract File
(or within ten (10) Business
Days, if Contract Files with respect to more than twenty-five (25) Contracts are delivered to the Custodian on the same Business Day)
after delivery of such Contract Files and the Schedule of Contracts
(or, if applicable, such amendments or supplements) applicable to such Contract Files,
the Custodian shall deliver via facsimile or other electronic transmissionprovide
to the Facility Agent and the Collateral Manager a certification (each such certification, a
“Certification”), in the form of Exhibit E, in respect of


 






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each of the Contracts,
to the effect that, as to each Contract File related to a Contract listed on the Schedule
of Contracts, as amended or supplemented, based on the Custodian’s examination of the Contract Files for such Contracts, except
for variances from the requirements of Section 12.1 with
respect to the Contract Files (“Exceptions”) noted in a report attached to the Certification (the “Exception
Report”), (i) all documents required to be delivered in respect of such Contracts pursuant
to Section 12.1Contract Files have been delivered
and are in the possession of the Custodian as part of the Contract Files for
such Contracts (other than those released pursuant to Section 12.4), (ii) all such documentsContract
Files have been reviewed by the Custodian and appear on their face to be regular and to relate
to such Contracts, (iii) to the extent Exhibit J provides that
original signatures are required pursuant to Exhibit
E hereto, all signatures on such Contract Files appear to be original
signatures, unless otherwise noted on Exhibit J,
(iv) such Contract Files have not been mutilated, damaged, torn or otherwise physically altered (handwritten
additions, changes or corrections shall constitute physical alteration), (v) based solely on the Custodian’s examination of the
Schedule of Contracts, as amended and supplemented, the information set forth therein is the same as the information set forth in the
related Contract Files with respect to, to the extent indicated by
the Borrower or Collateral Agent as being applicable, the
name of account debtor (obligor), transaction type, date of transaction, commitment amount and
original principal amount of obligation, interest rate, and term, and (vi) the Custodian is holding such Contract File for the Facility
Agent, on behalf of the Secured Parties, pursuant to this Agreement; provided, however, that if any such statements are,
in part or in whole, not true and correct, the Custodian shall detail in the
Exception Report any such Certification any
Exceptions. The Custodian shall also maintain records of the total number of Contract Files that are listed
on the Schedule of Contracts but have not been received by the Custodian, and will provide such number of missing Contract Files in the
Exception Report.


 


(b) The
Facility Agent shall promptly notify the Custodian, the Collateral Manager and the Borrower, in writing, that either (i) the Exceptions
noted in any Exception Report are waived or (ii) the Borrower or the Collateral Manager must cure certain specified Exceptions or all
of the Exceptions noted in such Exception Report within thirty (30) days after the date of such notification (it being understood by the
parties hereto that the Contract related to any Contract Files as to which an unwaived or uncured Exception exists may not be deemed an
Eligible Contract under this Agreement).


 


(c) On
a daily basis, and, in any event, on the fifth (5th) Business Day of every calendar month, the Custodian shall deliver to the Facility
Agent, each Agent the Collateral Manager, and the Borrower, a report setting forth holdings of Contract Files and an Exception Report[Reserved].


 


(d)
Notwithstanding any language to the contrary herein, the Custodian shall make no representations as to, and shall not be responsible
to verify, (i) the validity, legality, ownership, title, perfection, priority, enforceability, due authorization, recordability,
sufficiency for any purpose, or genuineness of any of the documents contained in each Contract File or (ii) the collectibility,
insurability, effectiveness or suitability of any such Contract. The Custodian


 



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shall have no obligation
to monitor any cure periods for the Collateral Manager or Borrower or to correct any Exceptions. The parties to this Agreement
hereby agree that the sole purpose of the Custodian’s review of Contract Files for a Contract pursuant to this Section
12.2 is to confirm receipt of certain Contract Files by confirming certain information contained in the Contract Files as set
forth herein. The Custodian’s review of the Contract Files and its certification with respect thereto shall not be deemed to
constitute “due diligence services” or a “third party due diligence report” as such terms are defined in
Rules 17g-10 and 15Ga-2, respectively, as promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934, as amended. Any recipient of the Custodian’s Certification or Exception Report or a copy thereof by its receipt
thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such report, directly or
indirectly, with any rating agency or any party not addressed on such report.


 


(e) During
the term of this Agreement, after the issuance of an initial Exception Report attached to a Certification issued by the Custodian in accordance
with Section 12.2(a), the Custodian shall providemake
available to the Collateral Manager and the Facility Agent with
an updated Exception Report within two (2) Business Days after the receipt by the Custodian of a written
request therefor.


 


Section 12.3 Obligations
of the Custodian. (a) The Custodian shall segregate and maintain continuous custody of all Contract Files and
other items related thereto delivered to the Custodian in accordance with the terms hereof
in secure fire-resistant facilities in accordance with customary standards for such custody and shall reflect in its records the security
interest of the Secured Parties therein. Each Contract File which comes into the possession of the Custodian (other than documents
delivered electronically) shall be maintained in secure and fire-resistant facilities at the office of the Custodian located in CaliforniaMinnesota
or at such other offices as shall be specified to the Facility Agent and the Collateral Manager in a written
notice at least thirty (30) days prior to such change. Each Contract File delivered to it shall be marked with an appropriate identifying
label by the Borrower or the Collateral Manager on its behalf and maintained in such manner so as to permit retrieval and access by the
Custodian and, for purposes of facilitating the examination of Contract
Files in accordance with Section 12.6, the Facility Agent. The Custodian shall keep the Contract
Files segregated from any other documents or instruments in its files in accordance with customary standards for custody of similar documents.


 


(b) With
respect to the Contract Files delivered to the Custodian in accordance with the terms hereof, the Custodian shall (i) act exclusively
as the bailee for hire and agent of, and the Custodian for, the Facility Agent, on behalf of the Secured Parties (ii) hold all Contract
Files received by it for the exclusive use and benefit of the Facility Agent and the Secured Parties and (iii) make disposition thereof
only in accordance with the terms of this Agreement or with written instructions furnished by the Facility Agent; provided, however,
that in the event of a conflict between the terms of this Agreement and the written instructions of the Facility Agent, the Facility Agent’s
written instructions shall control.


 







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(c)
Prior to the release of the security interest of the Facility Agent, on behalf of the Secured Parties, and the termination of this Agreement,
the Custodian shall accept only written instructions of a Responsible Officer of the Facility Agent concerning the use, handling and
disposition of the Contract Files. For purposes of this Agreement, the term “Responsible
Officer” shall mean the president, any vice president or assistant vice president of the Facility Agent, or any other officer or
employee having similar functions.


 


(d)
In the event that (i) the Borrower, the Facility Agent, the Collateral Manager or the Custodian shall be served by a third party
with any type of levy, attachment, writ or court order with respect to any Contract File or a document included within a Contract
File or (ii) a third party shall institute any court proceeding by which any Contract File or any
document included within a Contract File shall be required to be delivered otherwiseother than
in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be
delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such
proceedings. The Custodian shall, to the extent permitted by law, continue to hold and maintain all Contract Files that are the
subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing
disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Contract File or a document
included within such Contract File as directed by the Facility Agent, which shall give a direction consistent with such
determination by a court of competent jurisdiction. Expenses of the Custodian (including
reasonable attorneys’ fees and expenses) incurred as a result of such proceedings
shall be borne by the Borrower in accordance with Section
8.5.


 


(e)
In the event that the Custodian’s obligations under this Agreement are not clearly and expressly covered by the terms of this
Agreement, the Custodian shall be entitled to (i) request additional instructions from the Facility
Agent and (ii) refrain from taking any action unless and until the Custodian has received suchwritten instructions
from the Facility Agent. If the Custodian shall at any time receive conflicting instructions from any of the parties hereto with
respect to the performance of its responsibilities under this Agreement, and such conflicting instructions cannot be resolved by
reference to the terms of this Agreement, the Custodian shall be entitled to rely solely on the written instructions
of the Facility Agent. Any instructions delivered on behalf of a
Secured Party shall be delivered by the Facility Agent.


 


 (f) [Reserved].




 


(g)
The Facility Agent may direct the Custodian in writing to take any such incidental action hereunder; provided that with respect
to other actions which are incidental to the actions specifically delegated to the Custodian hereunder, the Custodian shall not be required
to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in
acting or refraining from acting) upon the written direction of the Facility Agent; provided, further, that in each case,
the Custodian shall not be required to take any action hereunder at the request of the Facility Agent, any Secured Parties or otherwise
if the Custodian shall have reasonably determined, or shall have been advised by counsel, that the
taking of such action, in the reasonable determination
of the Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions
of this Agreement or (y) shall expose the


 



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Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably
deems to be satisfactory with respect thereto). In the event the Custodian requests the consent of the Facility Agent and the Custodian
does not receive a consent (either positive or negative) from the Facility Agent within ten (10) Business Days of its receipt of such
request, then the Facility Agent shall be deemed to have declined to consent to the relevant action.


 


(h)  The Custodian shall not be liable for any action taken, suffered
or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured
Party the right to so direct the Custodian, or the Facility Agent. The Custodian shall not be deemed to have notice or knowledge of any
matter hereunder, including a Facility Termination Event, an Unmatured Facility Termination Event, Collateral Manager Default or Unmatured
Collateral Manager Default, unless a Responsible Officer of the Custodian has actual knowledge of such matter or written notice thereof
is received by the Custodian. The availability of reports or other documents
(including news or other publicly available reports or documents) shall not constitute actual
or constructive knowledge of information contained therein, other than information in reports or documents that the Custodian is contractually
obligated to review or is required to review in order to perform its express duties under this
Agreement.


 


Section 12.4 Release of Contract Files. (a) The Custodian shall release any Contract
Files to the Facility Agent upon receipt of a Request for Release substantially in the form of Exhibit F-1 from the Facility Agent,
or, to the extent specified in a Request for Release by the Collateral Manager (which Request for Release must have been consented to,
in writing, by the Facility Agent, which consent shall be evidenced by an executed counterpart to such request) in connection with a release
of a Contract pursuant to the terms of this Agreement, to the Collateral Manager, or its designee. In the event that the Facility Agent
has notified the Custodian that an Unmatured Event of Default, an Event of Default, an Unmatured Collateral Manager Default or a Collateral
Manager Default has occurred and is continuing, the Collateral Manager shall not make any such request unless the Facility Agent shall
have consented in writing thereto (which consent may be evidenced by an executed counterpart to such request). Upon receipt of any such
Request for Release from the Facility Agent or the Collateral Manager (which Request for Release must have been consented to, in writing,
by the Facility Agent, which consent shall be evidenced by an executed counterpart to such request), the Custodian shall within three
(3) daysBusiness Days
release such Contract Files to the Person designated in such request. The
Custodian shall have no further responsibility or obligations with respect to such purchased or
paid in full Contracts or the related Contract Files.


 


(b)
From time to time and as appropriate for the management or foreclosure of any of the Contracts, including, for this purpose,
collection under any insurance policy relating to the Contracts, the Custodian shall, uponwithin
three (3) Business Days of its receipt of a Request for Release and Receipt substantially in
the form of Exhibit F-2 from the Collateral Manager, release the related Contract Files or the documents set forth in such
Request for Release and Receipt to the Collateral Manager (which Request for Release and Receipt must have been acknowledged and
signed by the Facility Agent). In the event that the Facility Agent has notified


 



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the Custodian that an Unmatured Facility
Termination Event, a Facility Termination Event, an Unmatured Collateral Manager Default or a Collateral Manager Default has
occurred and is continuing, the Collateral Manager shall not make any such request unless the Facility Agent shall have consented in
writing thereto (which consent may be evidenced by an executed counterpart to such request). Such Request for Release and Receipt
shall obligate the Collateral Manager to return each and every Contract File released pursuant to the first sentence of this clause
(b), to the Custodian, when (i) the need therefor by the Collateral Manager no longer exists or (ii) any Unmatured Facility
Termination Event, Facility Termination Event, Unmatured Collateral Manager Default or Collateral Manager Default has occurred and
is continuing under this Agreement. At such time as the Collateral Manager returns any such Contract File to the Custodian, the
Collateral Manager shall provide written notice of such return to the Facility Agent and the Custodian in
the form of Exhibit F-3. The Custodian shall acknowledge
receipt of the returned Contract File(s) by reflecting the possession of such Contract File(s) on the Custodian’s next
periodic report delivered in accordance with Section 12.2(c)12.9.
Upon receipt by the Custodian of a certificate from the Collateral Manager (which certificate must have been acknowledged and signed
by the Facility Agent) substantially in the form of Exhibit EF-3 attached
hereto, stating that the Contract related to such Contract File(s) was liquidated and that all amounts that are required by the
terms of this Agreement to be deposited in the Collection Account with respect to the liquidation of such Contract, have been so
deposited to the Collection Account, the Custodian shall, within three (3) Business Days after its receipt of such certificate,
update its inventory system to reflect the liquidation of such Contract, and the Collateral Manager will not be required to return
such Contract Files to the Custodian. The Custodian
shall have no further responsibility or obligations with respect to such liquidated Contracts
or the related Contract Files.


 


(c) Notwithstanding
anything to the contrary set forth herein, the Collateral Manager shall not, without the prior written consent of the Facility Agent,
be entitled to request any documents held by the Custodian if the sum of the unpaid Principal Balances of all Contracts for which the
Collateral Manager is then in possession of the related Contract File or any document comprising such Contract File (other than for Contracts
then held by the Collateral Manager which have been repurchased, paid off or liquidated in accordance with this Agreement) (including
the documents to be requested) exceeds 5% of the Aggregate Outstanding Principal Balance of all Contracts then owned by the Borrower.
The Collateral Manager may hold, and hereby acknowledges that it shall hold, any documents (including, without limitation, Contract Files)
and all other property included in the Borrower Collateral that it may from time to time receive hereunder, as the Custodian for the Facility
Agent, solely at the will of the Custodian and the Facility Agent for the sole purpose of facilitating the management of the Contracts,
and such retention and possession by the Collateral Manager shall be in a custodial capacity only, for the benefit of the Facility Agent,
on behalf of the Secured Parties. To the extent the Collateral Manager, as agent of the Facility Agent and the Borrower, holds any Borrower
Collateral, the Collateral Manager shall do so in accordance with the Credit and Collection Policy as such standard applies to servicers
acting as custodial agent. The Collateral Manager shall promptly report to the Custodian and the Facility Agent the loss by the Collateral
Manager of all or part of any Contract Files previously provided to it by the Custodian and shall promptly take appropriate action to
remedy any such loss. In such custodial capacity, the Collateral Manager shall have and perform the following powers and duties:


 







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(i)  (A) hold the Contract Files and any document comprising a Contract
File that it may from time to time receive hereunder from the Facility Agent or the Custodian, as agent for the Facility Agent, for the
benefit of the Facility Agent, on behalf of the Secured Parties, (B) maintain accurate records pertaining to each Contract to enable it
to comply with the terms and conditions of this Agreement, and (C) maintain a current inventory thereof;


 


(ii) implement
and ensure compliance with policies and procedures consistent with the Credit and Collection Policy and requirements of this Agreement
so that the integrity and physical possession of such Contract Files will be maintained in accordance with the terms hereof; and


 


(iii) take
all other actions, in accordance with the Credit and Collection Policy, in connection with maintaining custody of such Contract for the
benefit, and on behalf, of the Facility Agent.


 


Acting
as the Custodiancustodian
of the Contract Files pursuant to this Section 12.4, the Collateral Manager agrees that it does not
and will not have or assert any beneficial ownership interest in the Contracts or the Contract Files.


 


 Section 12.5 Removal or Resignation of the
Custodian. (a) The Custodian may at any time resign and terminate its obligations under this Agreement upon at least 60 days’
prior written notice to the Collateral Manager, the Borrower and the Facility Agent; provided, however, that no resignation
or removal of the Custodian will be permitted unless a successor Custodian has been appointed, which successor Custodian, so long as no
Unmatured Collateral Manager Default, Collateral Manager Default, Unmatured Facility Termination Event or Facility Termination Event has
occurred and is continuing, is reasonably acceptable to the Collateral Manager. Promptly after receipt of notice of the Custodian’s
resignation, the Facility Agent shall either take custody of the Contract Files itself or promptly appoint a successor Custodian (which
successor Custodian is reasonably acceptable to the Majority Lenders) by written instrument, in duplicate, copies of which instrument
shall be delivered to the Borrower, the Collateral Manager, the resigning Custodian, and to the successor Custodian. In
the event no successor Custodian shall have been appointed within 60 days after the giving of
notice of such resignation, the Custodian may, at the sole expense of the Collateral Manager (including with respect to reasonable attorney’s
fees and expenses) petition any court of competent jurisdiction to appoint a successor Custodian.


 


(b)
The Facility Agent, upon at least 1030
days’ prior written notice to the Custodian, may, with or without cause, remove and discharge
the Custodian or any successor Custodian thereafter appointed from the performance of its duties under this Agreement. Promptly after
giving notice of removal of such Custodian, the Facility Agent shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian (which successor Custodian is reasonably acceptable to the Majority Lenders). Any such appointment shall be accomplished
by written instrument and one original counterpart of such instrument of


 






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appointment shall be delivered to the Custodian and the successor
Custodian, with a copy delivered to the Borrower and the Collateral Manager.


 


(c) In
the event of any resignation or removal of the Custodian hereunder, the Custodian shall (i) promptly transfer to the successor Custodian,
as directed in writing by the Facility Agent, all of the Contract Files being administered by the Custodian under this Agreement, and
(ii) cooperate in such other actions as are reasonably necessary to transfer its custodial duties set forth herein, as directed in writing
by the Facility Agent. The cost of the shipment of Contract Files arising out of the resignation of the Custodian (other than if Custodian’s
resignation is due in part to the non-payment of its fees and expenses hereunder) pursuant to Section 12.5(a), or the termination
for cause of the Custodian pursuant to Section 12.5(b), shall be at the expense of the Custodian. Any cost of shipment arising
out of the removal or discharge of the Custodian without cause pursuant to Section 12.5(b) shall be at the expense of the Borrower.


 


Section 12.6 Examination
of Contract Files. Upon not less than five (5) Business Days’ prior notice to the Custodian, the Facility Agent, the Borrower,
the Collateral Manager and their respective agents, accountants, attorneys and auditors will be permitted during normal business hours
to examine and make copies of the Contract Files, documents, records and other papers in the possession of or under the control of the
Custodian relating to any or all of the Contracts. Prior to the occurrence of an Unmatured Facility Termination Event, a Facility Termination
Event, an Unmatured Collateral Manager Default or a Collateral Manager Default, upon the request of the Facility Agent and at the cost
and expense of the Collateral Manager, the Custodian shall promptly provide the Facility Agent with the Contract Files or copies, as
designated by the Facility Agent, subject to a maximum of $50,000 per annum of such costs and expenses in the aggregate, and any additional
costs and expenses in excess of $50,000 per annum shall be for the account of the Facility Agent. During the existence of an Unmatured
Facility Termination Event, a Facility Termination Event, an Unmatured Collateral Manager Default or a Collateral Manager Default, the
Collateral Manager shall be required to bear the cost and expense of all such examinations. Neither
the foregoing nor any other provision of this Agreement shall be construed to give rise to a right,
expectation, or other entitlement on the part of any Person to inspect, examine, access, or visit any Computershare data center, Computershare
computer system, or other secure Computershare facility so long as Computershare shall provide any document requested
by the Facility Agent in accordance with the terms of this Agreement.


 


Section
12.7 Insurance of the Custodian. At its own expense, the Custodian shall maintain at all times
during the existence of this Agreement and keep in full force and effect, fidelity insurance, theft of documents insurance, forgery
insurance and errors and omissions insurance. All such insurance shall be in amounts, with standard coverage and subject to
deductibles, all as is customary for insurance typically maintained by banks which act
as the Custodian when
acting as custodian of collateral substantially similar to the Contracts. Upon request, the
Facility Agent and the Borrower shall be entitled to receive from the Custodian a certification executed by a Responsible Officer of
the Custodian stating the amount 


 






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of
insurance maintained by the Custodian in accordance with the terms hereof, the name of the insurer providing such insurance, and a
statement that such insurance is in full force and effect.


 


Section 12.8
Representations and Warranties. The Custodian represents and warrants to the Borrower, the Facility
Agent, the Lenders and the Collateral Manager that:


 


(a) The
Custodian is a New Yorknational
banking corporationassociation
organized and existing under the laws of the StateUnited
States of New YorkAmerica;


 


(b) The
Custodian has the corporate power and authority and the legal rights to execute and deliver, and to perform its obligations under, this
Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;


 


(c) No
consent or authorization of, filing with, or other act by or in respect of, any arbitrator or governmental authority and no consent of
any other Person (including any stockholder or creditor of the Custodian) is required in connection with the execution, delivery performance,
validity or enforceability of this Agreement, or if such consent or approval is required, it has been obtained; and


 


(d) This
Agreement has been duly executed and delivered on behalf of the Custodian and constitutes a legal, valid and binding obligation of the
Custodian enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether
enforcement is sought in proceedings in equity or at law).


 


Section 12.9 Statements. PromptlyOn
the fifth (5th) Business Day of every calendar month, and promptly upon the request of the Facility
Agent or the Collateral Manager, the Custodian shall provide(i)
deliver an Exception Report to the Facility Agent, the Collateral Manager and the Borrower and
(ii) make available to the Facility Agent and
the Collateral Manager with a list of all the Contracts
for which the Custodian holds a Contract File pursuant to this Agreement. Such list may be in the form of a copy of the Schedule of Contracts
with manual deletions to specifically denote any
Contracts added, paid off, liquidated, released or redelivered since the date of this Agreement.


 


Section 12.10 No
Adverse Interest of the Custodian. By execution of this Agreement, the Custodian represents and warrants that it currently
holds, and during the existence of this Agreement shall hold, no adverse interest, by way of security or otherwise, in any Contract
or any Contract File. Neither the Contracts nor any documents in the Contract Files shall be subject to any security interest, lien
or right of set-off by the Custodian or any third party claiming through the Custodian, and the Custodian shall not pledge,
encumber, hypothecate, transfer, dispose of, or otherwise grant any third party interest in, the Contracts or documents


 



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in the
Contract Files, except that the preceding clause shall not apply to the Custodian with respect to (i) the Custodian Fees and
Expenses, and (ii) in the case of any accounts, with respect to (x) returned or charged-back items, (y) reversals or cancellations
of payment orders and other electronic fund transfers, or (z) overdrafts in the Collection Account.


 


Section 12.11
Lost Note Affidavit. In the event that the Custodian fails to produce any Contract File or any other
document related to a Contract that was in its possession pursuant to Section 12.2 within five (5) Business Days after required
or requested by the Facility Agent (a “Custodial Delivery Failure”) and provided that (a) the Custodian previously
delivered to the Facility Agent a Certification with respect to such Contract File or document, as applicable, and (b) such Contract File
or document, as applicable, is not outstanding pursuant to a Request for Release and Receipt, then the Custodian shall with respect to
any missing promissory note, promptly deliver to the Facility Agent upon request a lost note affidavit.


 


Section 12.12
Reliance of the Custodian. In the absence of bad faith on the part of the Custodian, the Custodian
may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any direction,
request, notice, instruction, certificate, opinion or other document furnished to the Custodian (including
via electronic transmission or by way of Electronic Method), reasonably believed by the Custodian to be genuine and to have been signed,
presented delivered or sent by the proper partyPerson
or partiesPersons
and conforming to the requirements of this Agreement; but in the case of any document comprising a Contract
File or other request, notice, instruction, document or certificate which by any provision hereof is specifically required to be furnished
toreviewed by the Custodian,
the Custodian shall be under a duty to examine the same in accordance with the requirements of this Agreement. Without limiting the generality
of the foregoing, it is expressly agreed that in no event shall the Custodian have any liability for any losses or damage to any Person
arising out of actions of the Custodian consistent with the instructions whether in writing or verbal provided by the Facility Agent.


 


Section 12.13
Term of Custody. Promptly after written notice from the Facility Agent that (i) the security interest
of the Facility Agent has been released, and (ii) this Agreement has terminated, the Custodian shall,
at the expense of the Collateral Manager, deliver all documents remaining in the Contract Files
to the Collateral Manager or as directed by the Collateral Manager.


 


Section 12.14
Tax Reports. The Custodian shall not be responsible for the preparation or filing of any reports or
returns relating to federal, state or local income taxes with respect to this Agreement, other than in respect of the Custodian’s
compensation or for reimbursement of expenses.


 


Section 12.15 Transmission
of Contract Files. Written instructions as to the method of shipment and shipper(s) the Custodian is directed to utilize in
connection with the transmission of Contract Files in the performance of the


 



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Custodian’s duties hereunder shall be delivered
by the Borrower, the Collateral Manager or the Facility Agent to the Custodian prior to any shipment of any Contract Files
hereunder. In the event the Custodian does not receive such written instruction from the Facility Agent or the Collateral Manager
(as applicable), the Custodian shall be authorized and indemnified as provided herein to utilize a nationally recognized courier
service. The Collateral Manager shall arrange for the provision of such services at its sole cost and expense (or, at the
Custodian’s option, reimburse the Custodian for all costs and expenses incurred by the Custodian consistent with such
instructions) and shall maintain such insurance against loss or damage to the Contract Files as the Collateral Manager deems
appropriate.


 


Section 12.16 Further
Rights of the Custodian. (a) The obligations of the Custodian shall be determined solely by the express provisions of this Agreement
and no duties, liabilities, covenants
or obligations shall be implied in this Agreement against the Custodian. No representation, warranty, covenant or obligation of the
Custodian shall be implied with respect to this Agreement or the Custodian’s services hereunder. Without limiting the generality
of the foregoing statement, except as specifically required herein, the Custodian shall be under no obligation to inspect, review or examine
the Contract Files to determine that the contents thereof are complete, genuine, enforceable or appropriate for the represented purposes
or that they have been actually recorded or filed in the required office or that they are other than what they purport to be on their
face. The Custodian may consult with counsel satisfactory to it and any opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such opinion
of such counsel.


 


(b) The
Custodian shall incur no liability nor be responsible to the Borrower or any other Person for delays or failures in performance resulting
from acts beyond its control that significantly and adversely affect the Custodian’s ability to perform with respect to this Agreement.
Such acts shall include, but not be limited to, acts of God, strikes, work stoppages, acts of terrorism, civil or military disturbances,
nuclear or natural catastrophes, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility.


 


(c) No provision of this Agreement shall require the Custodian to expend or risk its own funds
or incur any liability, financial or otherwise, in the performance of its duties hereunder, or
in the exercise of any of its rights or powers if it shall have reasonable grounds for believing
that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.


 


(d) The
Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any
mistakes of fact or law, or for anything which 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.


 




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(e) The Custodian shall not be obligated to take any action hereunder which might in its judgment
involve any expense or liability unless it has been furnished with reasonable
indemnity reasonably satisfactory to it.


 


(f) The
Custodian shall have no duties or responsibilities except those that are specifically set forth
herein, and no duties or obligations shall be implied in this Agreement against the Custodian. ’s
services hereunder shall be conducted through the Document Custody division of Computershare (including, as applicable, any agents or
Affiliates utilized thereby).


 


(g) Except
as otherwise provided herein, the Custodian shall be under no responsibility or duty with respect to the disposition of any Contract File
while such Contract File is not in its possession.


 


(g) (h)
The Custodian may rely upon the validity of documents delivered to it, without investigation as to their
authenticity or legal effectiveness, and the Borrower will hold the Custodian harmless from any claims that may arise or be asserted against
the Custodian because of the invalidity of any such documents or their failure to fulfill their intended purpose.


 


(h)
(i) The Custodian shall not be responsible to
the Facility Agent or any other party for recitals, statements or warranties or representations of the Borrower or the Collateral Manager
contained herein or in any document, or.
The Custodian shall not be subject to, and shall not be required to comply with, any other agreement
unless the Custodian in any capacity is a party thereto and has executed the same, even though reference thereto may be made
herein. The Custodian shall not be bound to ascertain or inquire as to the performance
or observance of any of the terms of this Agreement or any other agreement on the part of any partyother
Person, except as may otherwise be specifically set forth herein.


 


(i)  (j) The Borrower and the
Collateral Manager shall jointly and severally indemnify, protect
and hold the Custodian, in its capacity
as such and in its individual capacity, its officers, directors, employees, shareholders and agents harmless
from and against all claims, liabilities, damages, losses, fees (including reasonable attorneys’ fees and expenses) and costs and
expenses incurred by the Custodian as a result of theor
in connection with this Agreement or the Custodian’s entering into and performance of its
duties hereunder(including, but not limited to,
the costs and expenses incurred in connection with any enforcement (including any dispute, action, claim or suit brought) by the Custodian
of any indemnification or other obligation of the Borrower or the Collateral Manager), excluding,
however, unless such
claims, liabilities, damages, loss, fees, costs and expenses shall arisethat
would otherwise be payable to the Custodian to the extent determined by a court of competent jurisdiction to have resulted
from the Custodian’s gross
negligence, bad faith or willful
misconduct inon
the performancepart
of the Custodian’s duties hereunder.
The Custodian’s rights to indemnification shall survive the termination or
assignment of this Agreement and the resignation or removal of the Custodian.


 


(j)  (k) It is understood that the
Custodian will charge for its services including, but not limited to, overnight courier and copying expenses, under this Agreement
as specified in the schedule of fees set forth in a separate agreement among the Custodian, the Collateral
Manager and the BorrowerCustodian Fee
Letter, and the payment of such fees and


 






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expenses shall be the sole obligation of the
Borrower and the Collateral Manager. All the Custodian Fees and Expenses shall be payable upon the Collateral Manager’s or the
Borrower’s receipt of an invoice from the Custodian.


 


(k)
(l) The Custodian makes no warranty or representation
and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity,
filing of recording status or history, sufficiency,
value, due authorization, genuineness, perfections, priority, ownership, title, recordability or transferability of the Borrower Collateral,
and will not be required to and will not make any representations as to the validity or value of any of the Borrower Collateral.
The Custodian shall not be obligated to take any action hereunder that might in its judgment involve
any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. The
Custodian shall have no responsibility or duty with respect to any Contract File while not in its possession, including at any time such
Contract File has been released pursuant to a Request for Release and Receipt, or is otherwise in transit, with a courier, to or from
the Custodian, including, without limitation, in connection with the transmission of Contract Files pursuant to Section 12.15,
or prior to the delivery of a Collateral ObligationContract
File to the Custodian pursuant to Section 12.1; provided that the Custodian shall
act in good faith with respect to ensuring it receives any Contract Files that are in transit and for which the Custodian has received
tracking information. The Custodian shall be entitled to retain copies of any Contract Files for
so long as required by its internal document retention policy. The Custodian shall not be responsible to verify the authenticity of any
signature (whether original or electronic) on any of the documents received or examined by
it or the authority or capacity of any Person to execute or issue any such document.


 


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


 


(m) (n)
The Custodian shall not be bound to make any investigation into the facts or matters stated in any certificate,
report or other document, except as otherwise provided herein; provided, however, that, if the form thereof is prescribed by this Agreement,
the Custodian shall examine the same to determine whether it conforms on its face to the requirements hereof.


 


(n)
(o)
The Custodian may exercise any of its rights or powers hereunder or perform any of its duties
hereunder either directly or, by or through agents, attorneys or attorneys-in-fact, and the Custodian shall not be responsible for any
misconduct or negligence on the part of any agent, attorney or attorney-in-fact appointed hereunder with due care by it. Neither the
Custodian nor any of its affiliates, directors, officers, shareholders, agents or employees will be liable to the Collateral Manager,
Borrower or any other Person, except by reason of acts or omissions by the Custodian constituting bad faith, willful misconduct,
or gross negligence or
reckless disregard of the Custodian’s duties hereunder. The Custodian shall in no
event have any liability for, or have any duty to supervise or monitor,
the actions or omissions of the Borrower, the Facility Agent or any other Person, and shall have
no liability for any inaccuracy or error in any duty performed by it that results from or is caused by inaccurate, untimely or incomplete
information or data received by it from the Borrower, the Facility Agent


 



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or another Person. The Custodian shall not be liable for failing
to perform or delay in performing its specified duties hereunder which results from or is caused by a failure or delay on the part of
the Borrower, the Facility Agent or another Person in furnishing necessary, timely and accurate information to the Custodian.


 


(o)  The
Custodian shall not be under any obligation (i) to monitor, determine or verify the unavailability
or cessation of SOFR or Term SOFR, or whether or when there has occurred, or to give notice to any other transaction party of the occurrence
of, any replacement for Term SOFR, or (ii) to select, determine or designate any replacement rate, or whether any conditions to the designation
of such a rate have been satisfied. The Custodian shall not be liable for any failure or delay on its part to perform its obligations
under this Agreement to the extent that such failure or delay is a direct result of the unavailability of SOFR (or other applicable
replacement rate) and/or absence of a designated replacement rate.


 


Section 12.17
Custodian Compensation. As compensation for its Custodian activities hereunder, the Custodian shall
be entitled to its fees and expenses as set forth in the Custodian Fee Letter and indemnity amounts payable by the Borrower to the Custodian
(including Indemnified Amounts under Article XVII) under the Transaction Documents (collectively, the “Custodian Fees
and Expenses”).


 


Section 12.18
Compliance with Applicable Banking Law. In order to complyThe
parties hereto acknowledge that in accordance with Applicable Banking Law, the Custodian is required
to obtain, verify, and record
and update certain information relating to individuals
and entities which maintainthat
establish a business relationship or
open an account with the Custodian.  Accordingly, each
of the partiesEach party hereby agrees
tothat it shall
provide to the Custodian,
upon its reasonable request from time to timewith
such identifying information and documentation as the
Custodian may be available for such partyrequest
from time to time in order to enable the Custodian to comply with all
applicable requirements of Applicable Banking Law.


 


Section 12.19
Merger or Consolidation. Any Person into which the Custodian may be merged or converted or with which
it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which to the Custodian shall be a party,
or any Person succeeding to theall
or substantially all of the corporate trust business of the Custodian, shall be the successor
of the Custodian under this Agreement, without the execution or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.


 


Section 12.20 Electronic
Methods. The Custodian shall be entitled to treat a facsimile, pdf or e-mail communication or communication by other similar
electronic means in a form reasonably satisfactory to the Custodian (“Electronic Methods”) from a person
purporting to be (and whom the Custodian, acting reasonably, believes in good faith to be) the authorized representative of the
Facility Agent, the Collateral Manager or the Borrower, as sufficient instructions and 


 






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authority of the Facility Agent, the Collateral Manager or the Borrower for the
Custodian to act and shall have no duty to verify or confirm that such person is so authorized. The Custodian shall have no
liability for any losses, liabilities, costs or expenses incurred by it as a result of such reliance upon or compliance with such
instructions or directions.


 


Section
12.21 Resignation of U.S. Bank National Association, as Custodian; Appointment of Successor Custodian.
Notwithstanding anything to the contrary herein, on the Omnibus Amendment Effective Date, U.S. Bank National Association, in its capacity
as Custodian, at the direction of the Borrower (who shall concurrently provide a copy of such direction to the Facility Agent), shall,
upon the appointment of Deutsche Bank Trust Company Americas, as successor custodian, pursuant to the terms of a written instrument in
form and substance satisfactory to the parties thereto, resign as Custodian under this Agreement and the other Transaction Documents,
and the Borrower and the Facility Agent shall appoint Deutsche Bank Trust Company Americas, as successor custodian, and Deutsche Bank
Trust Company Americas shall agree to assume all such rights and duties under this Agreement and the other Transaction Documents; provided
that in no event shall Deutsche Bank Trust Company Americas be liable or responsible for any loss, damages or liabilities of any
kind resulting from or arising out of (i) the acts or omissions of U.S. Bank National Association in its capacity as Custodian, any Affiliate
of U.S. Bank National Association in its capacity as Custodian or any appointee or agent of U.S. Bank National Association in its capacity
as Custodian or (ii) for any event, circumstance,
condition or action existing prior to the Omnibus Amendment Effective Date with respect to the Contracts, Contract Files, this Agreement
or any other Transaction Document, or the transactions contemplated thereby. Each of the parties hereto agrees and confirms that, as
Custodian, Deutsche Bank Trust Company Americas’ right to indemnification, as set forth in this Agreement, shall apply with respect
to any and all losses, claims, costs and expenses that Deutsche Bank Trust Company Americas, as Custodian, suffers or incurs relating
to actions taken or omitted by any Person prior to the Omnibus Amendment Effective Date. Upon the transfer of all Contract Files in its
possession to the successor custodian in accordance with the terms of this Agreement and any written instrument, either physically or
electronically, and the appointment of Deutsche Bank Trust Company Americas as successor custodian, U.S. Bank National Association shall
have no further rights, duties or obligations under this Agreement or any other Transaction Document, other than such rights, protections
and indemnities granted to U.S. Bank National Association as Custodian under this Agreement and the other Transaction Documents that
explicitly survive the resignation of U.S. Bank National Association as Custodian under this Agreement or the other Transaction Documents.
Solely for the purposes of the resignation and appointment contemplated by this Section 12.21, each of U.S. Bank National Association
and the Collateral Manager (as applicable) shall have sixty (60) days from the Omnibus Amendment Effective Date to deliver all Contract
Files in its possession, either physically or electronically, to Deutsche Bank Trust Company Americas, as successor Custodian, in accordance
with the provisions of Section 12.5. Each of the Collateral Manager, the Borrower and the Facility Agent hereby 


 






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waive
any prior notice required pursuant to Section 12.5 hereof with respect the resignation of the Custodian.


 


Section
12.22 Resignation of Deutsche Bank Trust Company Americas, as Custodian; Appointment
of Successor Custodian. Notwithstanding anything to the contrary herein, on the Second Omnibus Amendment Effective Date, Deutsche Bank
Trust Company Americas, in its capacity as Custodian, at the direction of the Borrower (who shall concurrently provide a copy of such
direction to the Facility Agent), shall, upon the appointment of Computershare, as successor custodian, pursuant to the terms of a written
instrument in form and substance satisfactory to the parties thereto, resign as Custodian under this Agreement and the other Transaction
Documents, and the Borrower and the Facility Agent shall appoint Computershare, as successor custodian, and Computershare shall agree
to assume all such rights and duties under this Agreement; provided that in no event shall Computershare be liable or responsible for
any loss, damages or liabilities of any kind resulting from or arising out of (i) the acts or omissions of Deutsche Bank Trust Company
Americas in its capacity as Custodian, any Affiliate of Deutsche Bank Trust Company Americas in its capacity as Custodian or any appointee
or agent of Deutsche Bank Trust Company Americas in its capacity as Custodian or (ii) any event, circumstance, condition or action existing
prior to the Second Omnibus Amendment Effective Date with respect to the Contracts, Contract Files, this Agreement or any other Transaction
Document, or the transactions contemplated thereby. Each of the parties hereto agrees and confirms that, as Custodian, Computershare’s
right to indemnification, as set forth in this Agreement, shall apply with respect to any and all losses, claims, costs and expenses
that Computershare, as Custodian, suffers or incurs relating to actions taken or omitted by any Person prior to the Second Omnibus Amendment
Effective Date. Upon the transfer of all Contract Files in its possession to Computershare as the successor custodian in accordance with
the terms of this Agreement and any written instrument, either physically or electronically, and the appointment of Computershare as
successor custodian, Deutsche Bank Trust Company Americas shall have no further rights, duties or obligations under this Agreement or
any other Transaction Document, other than such rights, protections, immunities and indemnities granted to Deutsche Bank Trust Company
Americas as Custodian under this Agreement and the other Transaction Documents that explicitly survive the resignation of Deutsche Bank
Trust Company Americas as Custodian under this Agreement or the other Transaction Documents. Solely for the purposes of the resignation
and appointment contemplated by this Section 12.21, each of Deutsche Bank Trust Company Americas and the Collateral Manager (as applicable)
shall have sixty (60) days from the Second Omnibus Amendment Effective Date to deliver all Contract Files in its respective possession,
either physically or electronically, to Computershare, as successor Custodian, in accordance with the provisions of Section 12.5. Each
of the Collateral Manager, the Borrower and the Facility Agent hereby waive any prior notice required pursuant to Section 12.5 hereof
with respect the resignation of the Custodian. 


 



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reasonably acceptable to the Collateral Manager. If a successor Paying Agent does not
take office within 60 days after the retiring Paying Agent resigns or is removed, the retiring Paying Agent may petition any court of
competent jurisdiction for the appointment of a successor Paying Agent.


 


(s) The
Paying Agent shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of LIBOR
or the LIBOR RateTerm SOFR,
or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any replacement for the
LIBOR RateTerm SOFR,
or (ii) to select, determine or designate any replacement rate, or whether any conditions to the designation of such a rate have been
satisfied. The Paying Agent shall not be liable for any failure or delay on its part to perform its obligations under this Agreement to
the extent that such failure or delay is a direct result of the unavailability of LIBORTerm
SOFR (or other applicable replacement rate) and/or absence of a designated replacement rate.


 


ARTICLE
XVI 


 


ASSIGNMENTS


 


Section 16.1 Restrictions
on Assignments. Except as specifically provided herein (with respect to the Collateral Manager and the Backup Collateral
Manager), neither the Borrower, the Collateral Manager, TPVC nor the Backup Collateral Manager may assign any of their respective
rights or obligations hereunder or any interest herein without the prior written consent of the Majority Lenders.


 


Section 16.2
Documentation. In connection with any permitted assignment, each Lender shall deliver to each assignee
an assignment, in such form as such Lender and the related assignee may agree, duly executed by such Lender assigning any such rights,
obligations, Advance or Note to the assignee; and such Lender shall promptly execute and deliver all further instruments and documents,
and take all further action, that the assignee may reasonably request, in order to perfect, protect or more fully evidence the assignee’s
right, title and interest in and to the items assigned, and to enable the assignee to exercise or enforce any rights hereunder or under
the Notes evidencing such Advance. In the case of any permitted assignment of any Commitment (or any portion thereof) or any Advance (or
any portion thereof) the assignee shall execute and deliver to the Collateral Manager, the Borrower, the Facility Agent and the Custodian
a fully executed assignment thereof or a Joinder Agreement substantially in the form of Exhibit L hereto. If the assignee is not
an existing Lender it shall deliver to the Custodian any tax forms and other information requested by the Custodian for purposes of conducting
its customary “know your customer” inquiries.


 


Section 16.3 Rights
of Assignee. Upon the foreclosure of any assignment of any Advances made for security purposes, or upon any other assignment of any
Advance from any Lender pursuant to this Article XVI, the respective assignee receiving such assignment shall have all of the
rights of such


 



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Lender hereunder with respect to such Advances and all references to the Lenders in Section 4.3 and Section
5.1 shall be deemed to apply to such assignee.


 


Section 16.4 Notice
of Assignment by Lenders. So long as no Unmatured Facility Termination Event, Facility Termination Event, Unmatured Collateral Manager
Default or Collateral Manager Default has occurred and is continuing, no Lender may make any assignment, other than any proposed assignment
(i) to an Affiliate of such Lender, (ii) to another Lender hereunder or (iii) to any Person if such Lender makes a determination that
its ownership of any of its rights or obligations hereunder is prohibited by Applicable Law (including, without limitation, the Volcker
Rule), without the prior written consent of the Borrower and TPVC (such consent not to be unreasonably withheld, delayed or conditioned);
provided that the Lenders shall not assign any interest in, or sell a participation in any Advance (or portion thereof) or its
Commitment (or any portion thereof), to the Equityholder or any Affiliate of the Equityholder; provided, further, that
each Lender shall first offer to sell such interest(s) to each other Lender (pro rata) for a period of ten (10) Business Days
prior to offering to any Person that is not an existing Lender. Each Lender shall endorse the Notes to reflect any assignments made pursuant
to this Article XVI or otherwise. Notwithstanding any
notice or consent requirement herein to the contrary, all the parties hereto hereby consent to any assignment
by MUFG Union Bank, N.A. of its Commitment and Advances outstanding, and its role as Joint Lead Arranger, to its affiliate MUFG Bank,
Ltd., which will otherwise be documented in accordance with the terms hereof.


 


Section 16.5
Registration; Registration of Transfer and Exchange. (a) The Facility Agent shall keep a register
(the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Facility Agent shall
provide for the registration of the Notes and of transfer of interests in the Notes. The Facility Agent is hereby appointed “Note
Registrar” for the purpose of registering the Notes and transfers of the Notes as herein provided.


 


(b) Each
Person who has or who acquired an interest in a Note shall be deemed by such acquisition to have agreed to be bound by the provisions
of this Section 16.5. A Note may be exchanged (in accordance with Section 16.5(c)) and transferred to the holders (or their
agents or nominees) of the Advances and to any assignee (in accordance with Section 16.1) (or its agent or nominee) of all or a
portion of the Advances. The Facility Agent shall not register (or cause to be registered) the transfer of such Note, unless the proposed
transferee shall have delivered to the Facility Agent either (x) evidence satisfactory to it that the transfer of such Note is exempt
from registration or qualification under the Securities Act of 1933, as amended, and all applicable state securities laws and that the
transfer does not constitute a non-exempt “prohibited transaction” under ERISA or (y) an express agreement by the proposed
transferee to be bound by and to abide by the provisions of this Section 16.5 and the restrictions noted on the face of such Note.


 


(c)
At the option of the holder thereof, a Note may be exchanged for one or more new Notes of any authorized denominations and of a like
class and aggregate principal 


 



    158


     


    

 


Backup Collateral Manager or Custodian (respectively); provided, however,
that the Paying Agent shall be provided an executed copy of any amendment promptly following the closing of such
amendment.


 


Notwithstanding
the foregoing, if the LIBOR RateFacility
Agent determines in its sole discretion that it can no longer support Term SOFR, or if Term SOFR ceases
to exist or is reasonably expected to cease to exist within the succeeding three (3) months, the Borrower, the Collateral Manager and
the Facility Agent may (and such parties will reasonably cooperate with each other in good faith in order to) amend this Agreement to
replace references herein to the LIBOR RateTerm
SOFR (and any associated terms and provisions) with any alternative floating reference rate (and
any associated terms and provisions) that is then being generally used in U.S. credit markets for similar types of facilities. Any waiver
of any provision of this Agreement shall be limited to the provisions specifically set forth therein for the period of time set forth
therein and shall not be construed to be a waiver of any other provision of this Agreement. During the time that any Lender hereunder
is a Conduit Lender, the Facility Agent will provide notice and a copy of any amendment to any of (A) this Agreement or (B) the Sale Agreement
to Standard & Poor’s prior to the execution of such amendment.


 


Subject
to the provisions of Section 16.4, the Borrower and the Collateral Manager each acknowledge that the Facility Agent may be communicating
with other Lenders or potential lenders in connection with an amendment or syndication of this Agreement.


 


Section 18.3
Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise
stated herein, be in writing (including facsimile communication) and shall be personally delivered or sent by certified mail, postage
prepaid, or by facsimile, to the intended party at the address or facsimile number of such party set forth under its name on the signature
pages hereof or at such other address or facsimile number as shall be designated by such party in a written notice to the other parties
hereto. All such notices and communications shall be effective, (a) if personally delivered, when received, (b) if sent by certified mail,
three Business Days after having been deposited in the mail, postage prepaid, (c) if sent by overnight courier, one Business Day after
having been given to such courier, and (d) if transmitted by facsimile, when sent, receipt confirmed by telephone or electronic means,
except that notices and communications pursuant to Section 2.2, shall not be effective until received.


 


Section 18.4 Costs,
Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVC on
behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Agent in connection with the
preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or
other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and,
subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVC and the Facility
Agent and the Borrower or TPVC on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility
Agent in connection with any amendments, waivers or consents executed in connection with


 



    166


     


    

 


provided that (i) nothing herein
shall relieve a Lender from any liability it might have to the Borrower or to the other Lenders for its failure to make any Advance,
(ii) prior to any such replacement, such Lender shall have taken no action under Section 5.1 so as to fully eliminate the
continued need for payment of amounts owing pursuant to Section 5.1, if applicable, (iii) the replacement financial
institution shall purchase, at par, all Advances and other amounts owing to such replaced Lender on or prior to the date of
replacement and reallocation of such Advances between the replacement financial institution and such replaced Lender shall be made
in accordance with Section 16.10, (iv) the replacement financial institution, if not already a Lender, shall be reasonably
satisfactory to the Facility Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the
provisions of Section 16.5, (vi) until such time as such replacement shall be consummated, the Borrower shall pay all
additional amounts (if any) for Increased Costs or Taxes, as the case may be and (vii) any such replacement shall not be deemed to
be a waiver of any rights that the Borrower, the Facility Agent or any other Lender shall have against the replaced
Lender.


 


Section 18.16
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated
hereby (including in connection with any amendment, waiver or other modification hereof or of any other Transaction Document), the Borrower
acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Facility Agent, the Joint
Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand,
and the Facility Agent, the Joint Lead Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and
accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Documents; (ii) (A) the
Facility Agent and each of the Joint Lead Arrangers and the Lenders is and has been acting solely as a principal and, except as expressly
agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower
or any of its Affiliates, or any other Person and (B) neither the Facility Agent nor any of the Joint Lead Arrangers or the Lenders has
any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations
expressly set forth herein and in the other Transaction Documents; and (iii) the Facility Agent and each of the Joint Lead Arrangers and
the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those
of the Borrower and its Affiliates, and neither the Facility Agent nor any of the Joint Lead Arrangers or the Lenders has any obligation
to disclose any of such interests to the Borrower or its Affiliates. The Borrower hereby agrees not to assert, and, to the fullest extent
permitted by law, waives and releases any claims that it may have against the Facility Agent and each of the Joint Lead Arrangers and
the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction
contemplated hereby.


 




    171


     


    

 


 Section 18.17 Consent
to Jurisdiction. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal
court sitting 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.


 


Section
18.18 Section 18.17 Option to Acquire Rating.
Each party hereto hereby acknowledges and agrees that the Facility Agent (on behalf and at the expense of the Lenders) may, at any time
and in its sole discretion, obtain a public rating for this loan facility. The Borrower and TPVC hereby agree to use commercially reasonable
efforts, at the request of the Facility Agent, to cooperate with the acquisition and maintenance of any such rating.


 


Section
18.19 Section 18.18 Acknowledgement and Consent
to Bail-In of Affected Financial Institutions.


 


Notwithstanding
anything to the contrary in any Transaction Document or in any other agreement, arrangement or understanding among any such parties, each
party hereto acknowledges that any liability of any Affected Financial Institution arising under any Transaction Document, to the extent
such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees
and consents to, and acknowledges and agrees to be bound by:


 


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


 


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




 


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




 


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


 


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


 







    172


     


    

 


 Section 18.20 Section
18.19 Acknowledgement Regarding Any Supported QFCs.


 


To
the extent that this Agreement provides support, through a guarantee or otherwise, for Hedging Agreements or any other agreement or instrument
that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties
acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit
Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated
thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the
provisions below applicable notwithstanding that this Agreement and any Supported QFC may in fact be stated to be governed by the laws
of the State of New York and/or of the United States or any other state of the United States):


 


In the event a
Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a
U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and
obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the
U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in
property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act
Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this
Agreement that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered
Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime if the Supported QFC and this Agreement were governed by the laws of the United States or a state of the United
States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a
defaulting lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit
Support.


 


[signature pages begin on next page]


 




    173


     


    

 


	 	DEUTSCHE BANKCOMPUTERSHARE TRUST COMPANY AMERICAS, N.A., not in its
	 	individual capacity, but solely as Custodian



 


	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	For all
    communications to the Custodian and for:
	 	 
	 	Computershare Trust Company, N.A.
	 	Attn: Computershare Corporate Trust – ABS Department
	 	600 S. 4th St

 Minneapolis, MN 55415
	 	Email: anna.churchill@computershare.com
	 	 
	 	For delivery of Contract Files:
	 	 
	 	c/o Deutsche Bank NationalComputershare Trust Company
	 	1761 East St. Andrew Place
	 	Santa Ana, California 92705-4934N.A.
	 	Issue ID: TRIP2020
	 	telephone number (714) 247-6000 

facsimile number (714) 247-6478
	 	Attn: Computershare Corporate Trust – ABS Department
	 	1055 10th Ave SE

 Minneapolis, MN 55414



 


Signature Page to Receivables Financing Agreement


 




     


     


    

 


	 	DEUTSCHE BANK AG, NEW YORK
	 	BRANCH, as Facility Agent



 





	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	60 Wall StreetOne Columbus Circle 

New York, New York 1000510019 

Attention: Asset Finance Department Facsimile No.: 212-797-5160

Email:
	 	amit.patel@db.com, james.kwak@db.com, erica.flor@db.com, anuar.atiye-manzur@db.com, abs.conduits@db.com, lenderfinance_collatreview@list.db.com



 


Signature Page to Receivables Financing Agreement


 




     


     


    

 


	Commitment: $74,000,00080,000,000	DEUTSCHE BANK AG, NEW YORK
	 	BRANCH, as Committed Lender



 





	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	By:	 
	 	 	Name:
	 	 	Title:





 


	 	60 Wall StreetOne Columbus Circle 

New York, New York 1000510019 

Attention: Asset Finance Department Facsimile No.: 212-797-5160

Email:
	 	amit.patel@db.com, james.kwak@db.com, erica.flor@db.com, anuar.atiye-manzur@db.com, abs.conduits@db.com, lenderfinance_collatreview@list.db.com



 


Signature Page to Receivables Financing Agreement


 












     


     


    

 


	Commitment:
    $42,000,00060,000,000	MUFG
    UNION BANK, N.A., as Committed Lender
	 	 	 	 
	 	By:	 	 
	 	 	Name: 	 
	 	 	Title:	 
	 	 	 	 
	 	By:	 	 
	 	 	Name: 	 
	 	 	Title:	 






 


 


	 	445 S. Figueroa350 California Street 

Los Angeles, 20th Floor
	 	San Francisco, CA 90071 94104
	 	Attention: William Bloore, Managing Director

Email: william.bloore@unionbank.com



 


Signature Page to Receivables Financing Agreement


 




     


     


    

 


	Commitment: $42,000,00050,000,000	TIAA, FSB, as Committed Lender
	 	 	 
	 	By:	                                       
	 	 	Name:
	 	 	Title:
	 	 	 
	 	10000 Midlantic Drive
	 	Suite 400 East
	 	Mount Laurel, NJ 08054

 Attention: Lender Finance

 Facsimile No.: 201-770-4762
	 	Email: LFLoanAdmin@tiaabank.com



 


Signature Page to Receivables Financing Agreement


 




     


     


    

 


	Commitment: $42,000,00060,000,000	KEYBANK NATIONAL ASSOCIATION,

 as Committed Lender
	 	 	 
	 	By:	                            
	 	 	Name:
	 	 	Title:
	 	 	 
	 	1000 S. McCaslin Blvd. 

Superior, CO 80027
	 	Richard S. Anderson – Vice President

 Telephone: 720-304-1247
	 	email: richard_s_andersen@key.com



 


Signature Page to Receivables Financing Agreement


 




     


     


    

 


Appendix B


 


(Schedules and Exhibits to Receivables Financing
Agreement Amendments)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    

 


Conformed through Omnibus Amendment dated
November 5June 7,
20212022


 


SCHEDULES AND EXHIBITS 



 


TO


 


RECEIVABLES FINANCING AGREEMENT


 


Dated as
of July 15, 2020


 


(TPVC Funding Company LLC)


 


EXHIBITS


 


	EXHIBIT A	Form of Note
	EXHIBIT B	Audit Standards
	EXHIBIT C-1	Form of Advance Request
	EXHIBIT C-2	Form of Electronic Asset Approval Request
	EXHIBIT C-3	Form of Electronic Asset Approval Notice
	EXHIBIT D	Form of Distribution Date Statement
	EXHIBIT E	Form of Custodian Certification
	EXHIBIT F-1	Request for Release
	EXHIBIT F-2	Request for Release and Receipt
	EXHIBIT F-3	Request for Release of Request for Release and Receipt 
	EXHIBIT G	Executive Officers of Custodian[Reserved]
	EXHIBIT H	Form of Collateral Manager’s Acknowledgment 
	EXHIBIT I	Section 4.3 Certificate
	EXHIBIT J	Required Contract Files
	EXHIBIT K	PitchBook Industry Codes
	EXHIBIT L	Form of Joinder Agreement 
	EXHIBIT M	Form of Borrowing Base Certificate
	 	 
	SCHEDULE 7.13	Lockbox Accounts 
	SCHEDULE 8.1	Borrower Accounts
	 	 
	ANNEX I	Credit and Collection Policy



 




     


     


    

 


EXHIBIT A


 


NOTE


 


THIS NOTE
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES
LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE OWNER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT
FROM REGISTRATION UNDER THE ACT AND SUCH STATE LAWS, AND WILL NOT BE A “PROHIBITED TRANSACTION” UNDER THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”). BY ACCEPTANCE OF THIS NOTE, THE HOLDER AGREES TO BE BOUND BY ALL THE TERMS
OF THE RECEIVABLES FINANCING AGREEMENT.


 


	$[___]	 	[___]




 


FOR VALUE RECEIVED,
the undersigned, TPVC Funding Company LLC, a Maryland limited liability company (the “Borrower”), promises to pay to
[__], as Lender, the principal sum of [__] ($[__]) or, if less, the aggregate unpaid principal amount of all Advances shown on the schedule
attached hereto (and any continuation thereof) and/or in the records of the Lenders in the related Lender Group pursuant to that certain
Receivables Financing Agreement, dated as of July 15, 2020 (together with all amendments and other modifications, if any, from time to
time thereafter made thereto, the “Receivables Financing Agreement”), among the Borrower, TriplePoint Private Venture
Credit Inc., Deutsche Bank AG, New York Branch, MUFG Union Bank, N.A., Deutsche Bank Trust Company Americas, Computershare
Trust Company, N.A., Vervent Inc. and the Lenders parties thereto, with the unpaid balance hereof
due and payable in full on the Facility Termination Date. Unless otherwise defined, capitalized terms used herein have the meanings provided
in the Receivables Financing Agreement.


 


The Borrower
also promises to pay Yield on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (whether
by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Receivables Financing
Agreement.


 


Payments of
both principal and Yield are to be made in lawful money of the United States of America in same day or immediately available funds to
the account designated by the Facility Agent pursuant to the Receivables Financing Agreement.


 


This Note
is one of the Notes referred to in, and evidences indebtedness incurred under, the Receivables Financing Agreement, and the holder hereof
is entitled to the benefits of the Receivables Financing Agreement, to which reference is made for a description of the security for this
Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments
of principal of the indebtedness evidenced by this Note and on which such indebtedness may be declared to be immediately due and payable.


 


All parties
hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.


 




     


     


    

 


EXHIBIT C-1


 


FORM OF ADVANCE REQUEST


 


Deutsche Bank AG, New York Branch

 as Facility Agent


60 Wall StreetOne
Columbus Circle 


New York, NY 1000510019


Attention: Asset Finance Department


Email: amit.patel@db.com, james.kwak@db.com,
erica.flor@db.com,


 jerry-b.lianuar.atiye-manzur@db.com
, abs.conduits@db.com,


lenderfinance_collatreview@list.db.com


 


Deutsche Bank Trust Company Americas


as Paying Agent


c/o Deutsche Bank National Trust Company


1761 East
St. Andrew Place


Santa Ana, California 92705-4934


Issue ID: TRIP2020


telephone number (714) 247-6000


facsimile number (714) 247-6478


Email: absclientservices@list.db.com; amy.mcnulty@db.com


 


RE:   Advance Request:      $                       


 


Gentlemen and Ladies:


 


This
Advance Request is delivered to you pursuant to Section 2.2 of the Receivables Financing Agreement, dated as of July 15, 2020 (together
with all amendments, if any, from time to time made thereto, the “Receivables Financing Agreement”), among TPVC Funding
Company LLC (the “Borrower”), TriplePoint Private Venture Credit Inc., Deutsche Bank AG, New York Branch, MUFG Union
Bank, N.A., Deutsche Bank Trust Company Americas, Computershare Trust
Company, N.A., Vervent Inc. and the Lenders parties thereto. Unless otherwise defined herein or
the context otherwise requires, capitalized terms used herein have the meanings provided in the Receivables Financing Agreement.


 


The
Borrower hereby requests that Advances be made in the aggregate principal amount of $________ on ________  (the
“Advance Date”).


 


Please wire
the proceeds of such Advances to the Borrower pursuant to the wiring instructions included at the end of this letter.


 


After giving
effect to such Advances and the purchase by the Borrower of the Contracts to be purchased by it under the Sale Agreement on the date hereof,
the aggregate principal amount of all Advances shall not exceed the lowest of (i) the Facility Amount, (ii) the Borrowing Base and (iii)
the Maximum Availability, calculated as of the Advance Date as if the Contracts


 




     


     


    

 


EXHIBIT C-2


 


FORM OF ELECTRONIC ASSET APPROVAL REQUEST


 


Deutsche Bank AG, New York Branch


as Facility Agent


Email: amit.patel@db.com, james.kwak@db.com,
erica.flor@db.com,


 jerry-b.lianuar.atiye-manzur@db.com,
abs.conduits@db.com,


lenderfinance_collatreview@list.db.com


 


Deutsche BankComputershare
Trust Company Americas,
N.A., 


as Custodian


Email: christopher.p.corcoran@dbanna.churchill@computershare.com


 


RE:   Electronic Asset Approval Request


 


Gentlemen and Ladies:


 


This
Electronic Asset Approval Request is delivered to you pursuant to Section 6.2(h) of the Receivables Financing Agreement, dated
as of July 15, 2020 (together with all amendments, if any, from time to time made thereto, the “Receivables Financing Agreement”),
among TPVC Funding Company LLC (the “Borrower”), TriplePoint Private Venture Credit Inc., Deutsche Bank AG, New York
Branch, MUFG Union Bank, N.A., Deutsche Bank Trust Company Americas, Computershare
Trust Company, N.A., Vervent Inc. and the Lenders parties thereto. Unless otherwise defined herein
or the context otherwise requires, capitalized terms used herein have the meanings provided in the Receivables Financing Agreement.


 


CONTRACT INFORMATION


 


Obligor Name


 


Domicile


 


Pledged Amount


 


Collateral Capital Structure in relation to DBNY (e.g.
Senior)


 


Purchase price


 


PitchBook Industry/Sub-Industry Segments


 


Debt-to-Equity
Ratio


 


Contract Type (Affiliate Agented Contract, Agented
Contract, TPC Growth Stage Contract or TPC Venture Stage Contract)


 


- TPC
Growth Stage Contract (Deferrable Contract, Product 4 Contract, Product 5 Contract or Product 6 Contract)


 


- TPC
Venture Stage Contract (Product 4 Contract, Product 5 Contract or Product 6 Contract)


 




     


     


    

 


EXHIBIT C-3


 


FORM OF ELECTRONIC ASSET APPROVAL NOTICE


 


TPVC Funding Company LLC


Email: sks@triplepointcapital.com; cmathieu@triplepointcapital.com


 


RE:   Electronic Asset Approval Notice


 


Gentlemen and Ladies:


 


This
Electronic Asset Approval Notice is delivered to you pursuant to Section 6.2(h) of the Receivables Financing Agreement, dated as
of July 15, 2020 (together with all amendments, if any, from time to time made thereto, the “Receivables Financing Agreement”),
among TPVC Funding Company LLC (the “Borrower”), TriplePoint Private Venture Credit Inc., Deutsche Bank AG, New York
Branch, MUFG Union Bank, N.A., Deutsche Bank Trust Company Americas, Computershare
Trust Company, N.A., Vervent Inc. and the Lenders parties thereto. Unless otherwise defined herein
or the context otherwise requires, capitalized terms used herein have the meanings provided in the Receivables Financing Agreement.


 


The Facility
Agent hereby approves for acquisition (or incremental pledge, as applicable) the Contract referenced below in accordance with the terms
and information set forth below:


 


CONTRACT INFORMATION


 


Obligor Name


 


Domicile


 


Pledged Amount


 


Collateral Capital Structure in relation to DBNY (e.g.
Senior)


 


Purchase price


 


PitchBook Industry/Sub-Industry Segments


 


Debt-to-Equity
Ratio


 


Contract Type (Affiliate Agented Contract, Agented
Contract, TPC Growth Stage Contract or TPC Venture Stage Contract)


 


- TPC
Growth Stage Contract (Deferrable Contract, Product 4 Contract, Product 5 Contract or Product 6 Contract)


 


- TPC
Venture Stage Contract (Product 4 Contract, Product 5 Contract or Product 6 Contract)


 


BORROWING BASE RELATED INFORMATION


 


Advance Rate


 


Discount Factor


 




     


     


    

 


EXHIBIT E


 


FORM OF CUSTODIAN CERTIFICATION


 


____________________, 20       


 


TriplePoint Capital LLC


2755 Sand Hill Road, Suite 150


Menlo Park, CA 94025


 


Deutsche Bank AG, New York Branch


60
Wall Street


One Columbus
Circle


New York, New
York 10005NY 10019 


Attn:
Asset Finance Department


 


	Re:	Receivables Financing
Agreement, dated as of July 15, 2020, by and among TPVC FUNDING COMPANY LLC, TRIPLEPOINT PRIVATE VENTURE CREDIT INC., THE LENDERS PARTIES
THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, MUFG UNION BANK, N.A., DEUTSCHE BANK TRUST
COMPANY AMERICAS, COMPUTERSHARE TRUST COMPANY AMERICAS,
N.A. and VERVENT INC.



 


Ladies and Gentlemen:


 


In
accordance with Section 12.2 of the above-captioned Receivables Financing Agreement, the undersigned, as Custodian, hereby certifies,
except for the Exceptions noted in the attached Exception Report, that:


 


(i) it has received aeach
document comprising the Contract File with respect to each Contract listed in the Schedule of
Contracts attached to the Advance Request dated ____________ containing, as applicable, with
respect to each such Contract the documents provided by Section 12.1(b)(i).(other
than those released in accordance with the Receivables Financing Agreement);


 


The Custodian
hereby certifies that, except for the Exceptions noted in the attached Exception Report,


 


(ii) all such Contract Files appear on their face to be regular and to relate to such Contracts;


 


(iii) to
the extent original signatures are required pursuant to the Exhibit J of the Receivables Financing Agreement applicable for such
Contracts, all signatures on such Contract Files appear to be original
signatures;


 


(iv)
each such document comprising the Contract File has not been mutilated,
damaged, torn or otherwise physically altered (i.e., handwritten additions, changes or corrections
shall constitute physical alterations);


 




     


     


    

 


(v based
solely on the Custodian’s examination of such Schedule of Contracts, the information set forth therein is the same as the information
set forth in the related Contract Files with respect to, to the extent indicated by the [Borrower or Collateral Agent] as being applicable,
the name of account debtor (obligor), transaction type, date of transaction, commitment amount and
original principal amount of obligation, interest rate, and term; and


 


(vi)
the Custodian is holding such Contract File for the Facility Agent, on behalf of the Secured
Parties, pursuant to the Receivables Financing Agreement.


 


The
Custodian makes no representations as to and shall not be responsible to determine or verify (i) the validity, legality, ownership, title,
perfection, priority, enforceability, due authorization, recordability, sufficiency for any purpose, or genuineness of any of the documents
in any [Contract File]
or any of the [Loans] identified on the [Schedule
of Contracts] or (ii) the collectability, insurability,
effectiveness, priority, perfection or suitability of any such [Loan]Contract.
The Custodian shall not be required to review the content (except as necessary to certify its presence or absence) of any document described
in the preceding paragraph in order to deliver any [Exception
Report].


 


The sole purpose
of the Custodian’s review of Contract Files for a Contract pursuant to Section 12.2 of the Receivables Financing Agreement is to
confirm receipt of certain Contract Files by confirming certain information contained in the Contract Files as set forth herein. The Custodian’s
review of the Contract Files and its certification with respect thereto shall not be deemed to constitute “due diligence services”
or a “third party due diligence report” as such terms are defined in Rules 17g-10 and 15Ga-2, respectively, as promulgated
by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Any recipient of the Custodian’s
Certification or Exception Report or a copy thereof by its receipt thereof is deemed to agree, and each party to the Receivables Financing
Agreement hereby agrees, that it shall not share such report, directly or indirectly, with any rating agency or any party not addressed
on such report. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Receivables
Financing Agreement.


 


	 	DEUTSCHE BANKCOMPUTERSHARE 

                                             TRUST COMPANY AMERICAS, N.A., not in

	 	its individual capacity, but solely as Custodian
	 	 	 
	 	By:	                                      
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:

 Title:



 




    -2-


     


    

 


EXHIBIT F-2


 


REQUEST FOR RELEASE AND RECEIPT


[For Servicing and Liquidation]





 


Contract Files


 


CONTRACT INFORMATION


 


	Name of Obligor:	________________________	 
	 	 	 
	Contract No.:	________________________	 




 


The
undersigned hereby acknowledges that it has receivedrequested
to receive from Deutsche BankComputershare
Trust Company Americas,
N.A., as Custodian for Deutsche Bank AG, New York Branch (the “Facility Agent”),
the documents referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request for
Release and Receipt shall have the meanings ascribed to them in the Receivables Financing Agreement dated as of July 15, 2020 among TPVC
Funding Company LLC, TriplePoint Private Venture Credit Inc., the Lenders parties thereto, Deutsche Bank AG, New York Branch, MUFG Union
Bank, N.A., Deutsche Bank Trust Company Americas, Computershare Trust
Company, N.A., as Custodian, and Vervent Inc., as Backup Collateral Manager (the “Receivables
Financing Agreement”).


 


[complete as necessary]


 


The undersigned hereby acknowledges and agrees as follows:


 


(1) The
undersigned shall hold and retain possession of the Documents in trust for the benefit of the Facility Agent, solely for the
purposes provided in the Receivables Financing Agreement.


 


(2) The
undersigned shall not cause or permit the Documents to become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the undersigned assert or seek to assert any claims or rights of setoff
to or against the Documents or any proceeds thereof.


 


(3) The
undersigned shall return each and every Document previously requested from the Contract File to the Custodian when the need therefor
no longer exists, unless the Contract relating to the Documents has been liquidated.


 


(4) The
undersigned represents (i) that the Contract Files requested hereunder do not exceed the limits specified in Section 12.4(c) of the
Receivables Financing Agreement or (ii) the consent of the Facility Agent has been obtained with respect to this request.


 




     


     


    

 


EXHIBIT F-3


 


REQUEST FOR RELEASE OF REQUEST
FOR RELEASE AND RECEIPT


[Liquidated Contract]


 


Contract Files


__________________ HEREBY CERTIFIES THAT HE/SHE
IS AN EXECUTIVE OFFICER (AS THE TERM IS DEFINED IN THE RECEIVABLES FINANCING AGREEMENT) OF_______________, AND HEREBY FURTHER CERTIFIES
AS FOLLOWS:


 


WITH RESPECT TO THE CONTRACTS
(AS THE TERM IS DEFINED IN THE RECEIVABLES FINANCING AGREEMENT)* DESCRIBED IN THE ATTACHED SCHEDULE:


 


SUCH CONTRACT HAS BEEN LIQUIDATED
AND ALL AMOUNTS RECEIVED OR TO BE RECEIVED IN CONNECTION WITH SUCH LIQUIDATION THAT ARE REQUIRED TO BE DEPOSITED HAVE BEEN SO DEPOSITED
AS REQUIRED BY THE RECEIVABLES FINANCING AGREEMENT.


 


CONTRACT NUMBER: _______________


 


OBLIGOR’S NAME:  _______________


 


COUNTY:  _______________


 


THE UNDERSIGNED REPRESENTS THAT
NO UNMATURED FACILITY TERMINATION EVENT, FACILITY TERMINATION EVENT, UNMATURED COLLATERAL MANAGER DEFAULT OR COLLATERAL MANAGER DEFAULT
(AS EACH SUCH TERM IS DEFINED IN THE RECEIVABLES FINANCING AGREEMENT) HAS OCCURRED AND IS CONTINUING, OR, IF SUCH HAS OCCURRED AND IS
CONTINUING, THE CONSENT OF THE FACILITY AGENT HAS BEEN OBTAINED WITH RESPECT TO THIS REQUEST.


 


THE CUSTODIAN SHALL HAVE
NO FURTHER RESPONSIBILITY OR OBLIGATIONS WITH RESPECT TO SUCH LIQUIDATED CONTRACTS OR THE RELATED CONTRACT FILES.


 


DATED:  _______________


 


 






*Receivables Financing Agreement. dated as of July 15, 2020 (the “Receivables
Financing Agreement’). by and among among TPVC Funding Company LLC, TriplePoint Private Venture Credit Inc., Deutsche Bank AG, New
York Branch, MUFG Union Bank, N.A., Deutsche Bank Trust Company Americas, Computershare
Trust Company, N.A., Vervent Inc and the Lenders parties thereto


 




     


     


    

 


EXHIBIT G


 


EXECUTIVE OFFICERS OF CUSTODIAN


 


[Attached]


 


[RESERVED]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    

 


EXHIBIT H


 


FORM OF COLLATERAL
MANAGER’S ACKNOWLEDGMENT


 


____________, 20       


 


 


	To:	Deutsche Bank National Trust Company Americas
	 	1761 East St. Andrew Place
	 	Santa Ana, California 92705-4934
	 	Attention: Triplepoint
		Email: christopher.p.corcoran@db.comComputershare
    Trust Company, N.A.,
	 	Attn: Computershare Corporate Trust – ABS Department
	 	1055 10th Ave SE
	 	Minneapolis, MN 55414
	 	 
	 	Deutsche Bank AG, New York Branch
	 	 
	 	60 Wall StreetOne Columbus Circle
	 	New York, New York 10005NY 10019
	 	Attention: Asset-Finance Department


 


	Re:	Receivables Financing Agreement dated as of July 15, 2020 among TPVC Funding Company LLC, TriplePoint Private Venture Credit Inc., the Lenders parties thereto, Deutsche Bank AG, New York Branch, MUFG Union Bank, N.A., Deutsche Bank Trust Company Americas, Computershare Trust Company, N.A., as Custodian, and Vervent Inc., as Backup Collateral Manager (the “Agreement”)



 


Ladies and Gentlemen:


 


In accordance with Section 12.1(b)(iii)
of the Agreement, Collateral Manager hereby represents and warrants to each of Facility Agent and Custodian that:


 


(1) The
Contract Files delivered by Collateral Manager to Custodian as of the date hereof include all of the Contract Files relating to each
of the Contracts owned by Borrower and listed on the Schedule of Contracts (except those documents specified by the Schedule of
Contracts as non-existent with respect to a particular Contract); and


 


(2) All
of such Contract Files and the information contained in the Schedule of Contracts, as amended or supplemented, are true, complete
and correct.


 


[IN CONNECTION WITH THE
RETURN OF RELEASED CONTRACT FILES TO CUSTODIAN PURSUANT TO SECTION 12.4(b) of the Agreement: Reference is made to that certain
Request for Release, dated [INSERT DATE], with respect to the Contract Files relating to the Contracts listed on the attached
Schedule of Contracts. In accordance with Section 12.4(b) of the Agreement, Collateral Manager hereby represents and warrants to
each of


 






    -3-


     


    

 


AdministrativeFacility Agent
and Custodian that the Collateral Manager has returned to the Custodian the Contract Files relating to the Contracts listed on the
attached Schedule of Contracts.]


 


Capitalized terms used herein but
not defined herein shall have the respective meanings assigned to such terms in the Agreement.


 


	 	TRIPLEPOINT PRIVATE VENTURE CREDIT INC.
	 	 
	 	By:
	 	 	Name:
	 	 	Title:






 




    -2-


     


    

 


EXHIBIT I


 


FORM OF SECTION 4.3 CERTIFICATION


 


Reference is hereby made to
the Receivables Financing Agreement (the “Agreement”), dated as of July 15, 2020 (as amended,
supplemented or otherwise modified from time to time, the “Agreement”), by and among TPVC Funding Company LLC, as borrower
(the “Borrower”), TriplePoint Private Venture Credit Inc., as equityholder and as collateral manager (the “Collateral
Manager”), Deutsche Bank Trust Company Americas, as paying agent and as
collection account bank, Computershare Trust Company, N.A., as custodian, Vervent Inc., as backup
collateral manager, the Lenders from time to time parties thereto, and Deutsche Bank AG, New York Branch, as facility agent (the “Facility
Agent”) and Deutsche Bank AG, New York Branch and MUFG Union Bank, N.A., as joint lead arrangers. Pursuant to the provisions
of Section 4.3(e) of the Agreement, the undersigned hereby certifies that:


 


		1.	It is a ____ natural individual person, _____ treated as a corporation for U.S. federal income tax
                                                                                 purposes,______ disregarded for federal income tax purposes (in which case a copy of this Section 4.3 Certificate is attached in respect
                                                                                 of its sole beneficial owner), or _____ treated as a partnership for U.S. federal income tax purposes (one must be checked).



 


		2.	It is the beneficial owner of amounts received pursuant to
the Agreement.



 


		3.	It is not a bank, as such term is used in section 881(c)(3)(A)
of the Internal Revenue Code of 1986, as amended (the “Code”), or the Agreement is not, with respect to the
undersigned, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of such section.



 


		4.	It is not a 10-percent shareholder of Borrower or the Collateral
Manager within the meaning of section 871(h)(3) or 881(c)(3)(B) of the Code.



 


		5.	It is not a controlled foreign corporation that is related
to Borrower or the Collateral Manager within the meaning of section 881(c)(3)(C) of the Code.



 


		6.	Amounts paid to it under the Agreement and the other Transaction
Documents (as defined in the Agreement) are not effectively connected with its conduct of a trade or business in the United States.



 


	 	[NAME OF UNDERSIGNED]
	 	 
	 	By:	 
	 	 
	 	 
	 	Title:	                      
	Date: ___________, _____	



 




     


     


    

 


EXHIBIT J


 


LIST OF REQUIRED CONTRACT
FILES FOR CONTRACTS FOR DIFFERENT

 TRANSACTION TYPES


 


Indicate
applicable Transaction Type:


 


Lease Documents:


 


Loan Documents
(Equipment Financing):


 


Loan Documents (Accounts Receivable Financing):


 


 Loan Documents (Growth Capital Financing):


 


Warrant
Documents):


 


Equity Documents):


 


	LEASE DOCUMENTS	ORIGINAL1	COPY	RECORDED?
	Plain English Master

 Lease Agreement	X	 	NO
	Hardware/Software

 Facility Schedule	X	 	NO
	Plain English Purchase

 Leaseback Agreement	X	 	NO
	Plain English Summary

 Schedule	 	X	NO
	Assignment of Lease

 (Seller to Borrower)	X	 	NO
	Assignment of Lease

 (Borrower to Facility

 Agent)	X	 	NO
	UCC-1 with Lessee as

 debtor and Borrower as

 secured party	 	With filing data	YES


 





 






	1	Or, to the extent such original documents are unavailable,
the Borrower or the Collateral Manager shall deliver to the Custodian a true copy thereof, to be followed by such original documents
when they are received.



 




     


     


    

 


EXHIBIT L


 


FORM OF JOINDER AGREEMENT


 


JOINDER AGREEMENT,
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,
TPVC Funding Company LLC, a Maryland limited liability company, as Borrower (the “Borrower”) and Deutsche Bank AG,
New York Branch, as the facility agent (the “Facility Agent”).


 


W I T N E S S E T H:


 


WHEREAS,
this Joinder Agreement is being executed and delivered under Section 16.2 of the Receivables Financing Agreement, dated as of July
15, 2020 (together with all amendments, if any, from time to time made thereto, the “Receivables Financing Agreement”),
among TPVC Funding Company LLC (the “Borrower”), TriplePoint Private Venture Credit Inc., Deutsche Bank AG, New York
Branch, MUFG Union Bank, N.A., Deutsche Bank Trust Company Americas, Computershare
Trust Company, N.A., Vervent Inc. and the Lenders parties thereto. Unless otherwise defined herein
or the context otherwise requires, capitalized terms used herein have the meanings provided in the Receivables Financing Agreement; and


 


WHEREAS, the
party set forth in Item 2 of Schedule I hereto (the “Proposed Lender”) wishes to become a Lender party to the Receivables
Financing Agreement;


 


NOW, THEREFORE, the parties hereto hereby agree as
follows:


 


(a) Upon
receipt by the Facility Agent of an executed counterpart of this Joinder Agreement, to which is attached a fully completed Schedule
I and Schedule II, each of which has been executed by the Proposed Lender, the Borrower and the Facility Agent, the Facility Agent
will transmit to the Proposed Lender and the Borrower a Joinder Effective Notice, substantially in the form of Schedule III to this
Joinder Agreement (a “Joinder Effective Notice”). Such Joinder Effective Notice shall be executed by the Facility
Agent and shall set forth, inter alia, the date on which the joinder effected by this Joinder Agreement shall become
effective (the “Joinder Effective Date”). From and after the Joinder Effective Date, the Proposed Lender shall be
a Lender party to the Receivables Financing Agreement for all purposes thereof.


 


(b) Each
of the parties to this Joinder Agreement 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 Agreement.


 


(c) By
executing and delivering this Joinder Agreement, the Proposed Lender confirms to and agrees with the Facility Agent and the other
Lender(s) as follows: (i) none of the Facility Agent and the other Lender(s) makes any representation or warranty or assumes any
responsibility with respect to any statements, warranties or representations made in or in connection with the Receivables Financing
Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Receivables Financing
Agreement or any other instrument or document furnished pursuant thereto, or the Collateral or the financial


 




     


     


    

 


SCHEDULE I TO


JOINDER AGREEMENT


 


COMPLETION OF INFORMATION AND


SIGNATURES FOR JOINDER AGREEMENT


 


		Re:	Receivables Financing Agreement,
dated as of July 15, 2020 among TPVC Funding Company LLC, as the borrower, TriplePoint Private Venture Credit Inc., as the collateral
manager and as the equityholder, Deutsche Bank AG, New York Branch, as the facility agent, Deutsche Bank AG, New York Branch and MUFG
Union Bank, N.A., as joint lead arrangers, Deutsche Bank Trust Company Americas, as paying agent and as
collection account bank, Computershare Trust Company, N.A., as custodian, Vervent Inc., backup
collateral manager, and the lenders parties thereto.


 


	Item 1:	Date of Joinder Agreement:	 
	
    
	 	 
	Item 2:	Proposed Lender:	 
	
     
	 	 
	Item 3:	Commitment:	 
	
     
	 	 
	Item 4:	Signatures of Parties to Agreement:	 


 


	 	__________________________,
	 	as Proposed Lender
	 	 	 
		By:	                                        
	 	 	Name:
	 	 	 Title:






 


 


	 	__________________________,
	 	as Proposed Agent
	 	 	 
		By:	                                        
	 	 	Name:
	 	 	 Title:





 




     


     


    

 


SCHEDULE III TO

 JOINDER AGREEMENT


 


FORM OF


JOINDER EFFECTIVE
NOTICE


 


To:   [Name and address of the Borrower, Custodian
and Proposed Lender]


 


The
undersigned, as Facility Agent under the Receivables Financing Agreement, dated as of July 15, 2020 (together with all amendments, if
any, from time to time made thereto, the “Receivables Financing Agreement”), among TPVC Funding Company LLC (the “Borrower”),
TriplePoint Private Venture Credit Inc., Deutsche Bank AG, New York Branch, MUFG Union Bank, N.A., Deutsche Bank Trust Company Americas,
Computershare Trust Company, N.A., Vervent
Inc. and the Lenders parties thereto, acknowledges receipt of an executed counterpart of a completed Joinder Agreement. [Note: attach
copies of Schedules I and II from such Joinder Agreement.] Terms defined in such Joinder Agreement are used herein as therein defined.


 


Pursuant to such Joinder
Agreement, you are advised that the Joinder Effective Date for [Name of Proposed Lender] will be                     
 with a Commitment of                      
and, from the Joinder Effective Date, such Proposed Lender will be a Lender.


 


	 	Very truly yours,
	 	 
	 	DEUTSCHE BANK
    AG, NEW YORK BRANCH,
	 	as Facility Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 




     


     


    

 


EXHIBIT M


 


FORM OF BORROWING BASE CERTIFICATE


 


[_] [_], 20[_]


 


In connection with that
certain Receivables Financing Agreement, dated as of July 15, 2020 (as amended, modified, waived,
supplemented or restated from time to time, the “Receivables Financing Agreement”), by and among TPVC Funding
Company LLC (the “Borrower”), TriplePoint Private Venture Credit Inc., Deutsche Bank AG, New York Branch (the
“Facility Agent”), Deutsche Bank Trust Company Americas, Computershare
Trust Company, N.A., Vervent, Inc. and the Lenders parties thereto. Capitalized terms used
but not defined herein shall have the meanings provided in the Receivables Financing 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
in all material respects, (ii) no Unmatured Facility Termination Event, Facility Termination Event, Unmatured Collateral Manager Default
or Collateral Manager Default has occurred and is continuing and (iii) solely with respect to itself, each of the representations and
warranties contained in the Receivables Financing Agreement is true, correct and complete in all material respects.


 


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