Exhibit 10.1


 


EXECUTION VERSION


 





 



 


REVOLVING CREDIT AND SECURITY AGREEMENT


 


among


 


DLF
Financing SPV LLC,

as Borrower,


 


THE LENDERS FROM TIME TO TIME PARTIES HERETO,


 


BNP PARIBAS,

as Administrative Agent,


 


Morgan
Stanley Direct Lending Fund,

as Equityholder,


 


Morgan
Stanley Direct Lending Fund,

as Servicer,


 


and


 


U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agent


 


Dated as of October 14, 2020


 


THIS AGREEMENT PROVIDES FOR AN UNCOMMITTED
FACILITY. ALL ADVANCES ARE DISCRETIONARY ON THE PART OF THE LENDERS IN THEIR SOLE AND ABSOLUTE DISCRETION.


 





 



 






     


     


    







 


TABLE OF CONTENTS


Page


 




	ARTICLE I

                                                

                                               DEFINITIONS; RULES OF CONSTRUCTION; COMPUTATIONS

	 
	Section 1.01   Definitions	1
	Section 1.02   Rules of Construction	53
	Section 1.03   Computation of Time Periods	53
	Section 1.04   Collateral Value Calculation Procedures	54
	 	 
	ARTICLE II

                                                

                                               ADVANCES

	 
	Section 2.01   Revolving Credit Facility	56
	Section 2.02   Requests for Collateral Loan Approval	56
	Section 2.03   Making of the Advances	58
	Section 2.04   Evidence of Indebtedness	59
	Section 2.05   Payment of Principal and Interest	59
	Section 2.06   Prepayment of Advances	60
	Section 2.07   Changes of Individual Lender Maximum Funding Amounts	61
	Section 2.08   Maximum Lawful Rate	61
	Section 2.09   Several Obligations	62
	Section 2.10   Increased Costs	62
	Section 2.11   Compensation; Breakage Payments	63
	Section 2.12   Inability to Determine Rates	64
	Section 2.13   Rescission or Return of Payment	64
	Section 2.14   Post-Default Interest	64
	Section 2.15   Payments Generally	64
	Section 2.16   Extension of Facility Termination Date	65
	Section 2.17   Defaulting Lenders	66
	Section 2.18   LIBOR (Dollar) Discontinuation	67
	 	 
	ARTICLE III

                                                

                                               CONDITIONS PRECEDENT

	 
	Section 3.01   Conditions Precedent to Initial Advance	71
	Section 3.02   Conditions Precedent to Each Advance	74









 






    	 	-i-	 



     


    

 


	ARTICLE IV

                                                

                                               REPRESENTATIONS AND WARRANTIES

	 
	Section 4.01   Representations and Warranties of the Borrower	75
	Section 4.02   Representations and Warranties of the Servicer	80
	Section 4.03   Representations and Warranties of the Equityholder	82
	 	 
	ARTICLE V

                                                

                                               COVENANTS

	 
	Section 5.01   Affirmative Covenants of the Borrower	85
	Section 5.02   Covenants of the Servicer	90
	Section 5.03   Negative Covenants of the Borrower	92
	Section 5.04   Covenants of the Equityholder	95
	Section 5.05   Certain Undertakings Relating to Separateness	96
	 	 
	ARTICLE VI

                                                

                                               EVENTS OF DEFAULT

	 
	Section 6.01   Events of Default	97
	Section 6.02   OC Ratio Breach Cures	100
	 	 
	ARTICLE VII

                                                

                                               PLEDGE OF COLLATERAL; RIGHTS OF THE COLLATERAL AGENT

	 
	Section 7.01   Grant of Security	100
	Section 7.02   Release of Security Interest	101
	Section 7.03   Rights and Remedies	102
	Section 7.04   Remedies Cumulative	105
	Section 7.05   Related Documents	105
	Section 7.06   Borrower Remains Liable	105
	Section 7.07   Protection of Collateral	106
	 	 
	ARTICLE VIII

                                                

                                               ACCOUNTS, ACCOUNTINGS AND RELEASES

	 
	Section 8.01   Collection of Money	106
	Section 8.02   Collateral Account and Collection Account	107
	Section 8.03   Payment Account	108
	Section 8.04   The Revolving Reserve Account; Fundings	108
	Section 8.05   [Reserved]	109
	Section 8.06   Reinvestment of Funds in Covered Accounts; Reports by Collateral Agent	109
	Section 8.07   Accountings	110
	Section 8.08   Release of Collateral	111
	Section 8.09   Reports by Independent Accountants	112



 






    	 	-ii-	 



     


    

 





	ARTICLE IX

                                                

                                               APPLICATION OF MONIES

                                                

	Section 9.01     Disbursements of Monies from Payment Account	113
	 	 
	ARTICLE X

                                                

                                               SALE OF COLLATERAL LOANS; PURCHASE OF ADDITIONAL COLLATERAL LOANS

	 
	Section 10.01   Sales of Collateral Loans	118
	Section 10.02   Purchase of Additional Collateral Loans	122
	Section 10.03   Conditions Applicable to All Sale and Purchase Transactions	123
	Section 10.04   Additional Equity Contributions	124
	 	 
	ARTICLE XI

                                                

                                               ADMINISTRATION AND SERVICING OF CONTRACTS

	 
	Section 11.01   Appointment and Designation of the Servicer	124
	Section 11.02   Duties of the Servicer	126
	Section 11.03   Authorization of the Servicer	128
	Section 11.04   Collection Efforts, Modification of Collateral	129
	Section 11.05   Servicer Compensation and Expenses	129
	Section 11.06   The Servicer Not to Resign	129
	 	 
	ARTICLE XII

                                                

                                               THE AGENTS

	 
	Section 12.01   Authorization and Action	129
	Section 12.02   Delegation of Duties	131
	Section 12.03   Agents’ Reliance, Etc.	131
	Section 12.04   Indemnification	133
	Section 12.05   Successor Agents	134
	Section 12.06   The Collateral Agent	134


 






    	 	-iii-	 



     


    

 





	ARTICLE XIII

                                                

                                               MISCELLANEOUS

	 
	Section 13.01   No Waiver; Modifications in Writing	137
	Section 13.02   Notices, Etc.	138
	Section 13.03   Taxes	139
	Section 13.04   Costs and Expenses; Indemnification	143
	Section 13.05   Execution in Counterparts	144
	Section 13.06   Assignability	145
	Section 13.07   Governing Law	147
	Section 13.08   Severability of Provisions	147
	Section 13.09   Confidentiality	147
	Section 13.10   Merger	148
	Section 13.11   Survival	148
	Section 13.12   Submission to Jurisdiction; Waivers; Etc.	148
	Section 13.13   Waiver of Jury Trial	149
	Section 13.14   Right of Setoff; Payments Pro Rata	150
	Section 13.15   PATRIOT Act Notice	150
	Section 13.16   Legal Holidays	151
	Section 13.17   Non-Petition	151
	Section 13.18   Waiver of Setoff	151
	Section 13.19   Collateral Agent Execution and Delivery	151
	Section 13.20   Acknowledgement and Consent to Bail-In of Affected Financial Institutions	152
	Section 13.21   WAIVER OF SOVEREIGN IMMUNITY	152
	Section 13.22   Securitisation Regulation Requirements	152
	Section 13.23   Adequacy of Monetary Damages Against the Lenders	154


 





SCHEDULES


 


Schedule 1       Initial Individual
Lender Maximum Funding Amounts and Percentages


Schedule 2       S&P Industry
Classifications


Schedule 3       Initial Collateral
Loans


Schedule 4       Moody’s Industry
Classifications


Schedule 5       Notice Information


Schedule 6       Authorized Signatories


Schedule 7       Diversity Score


Schedule 8       [Reserved]


Schedule 9       Initial Asset List


 






    	 	-iv-	 



     


    

 


EXHIBITS


 


	Exhibit A	Form of Note
	Exhibit B	Form of Notice of Borrowing (with attached form of Borrowing Base Calculation Statement)
	Exhibit C	Form of Notice of Prepayment
	Exhibit D	Form of Assignment and Acceptance
	Exhibit E	[Reserved]
	Exhibit F	Agreed-Upon Procedures
	Exhibit G	Form of Extension Request
	Exhibit H	Form of Data Report
	Exhibit I	Form of Approval Request
	Exhibit J	Form of Notice and Request for Consent



 






    	 	-v-	 



     


    







 



 


REVOLVING CREDIT AND SECURITY AGREEMENT


 


REVOLVING CREDIT AND
SECURITY AGREEMENT, dated as of October 14, 2020, among DLF Financing SPV LLC,
a Delaware limited liability company, as borrower (the “Borrower”),
the LENDERS from time to time party hereto, BNP PARIBAS (“BNP”),
as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Administrative
Agent”), MORGAN STANLEY DIRECT LENDING FUND, a Delaware corporation, as equityholder (in such capacity,
the “Equityholder”), MORGAN STANLEY DIRECT LENDING FUND, a Delaware
corporation, as servicer (in such capacity, the “Servicer”), and U.S.
BANK NATIONAL ASSOCIATION (“U.S. Bank”), as collateral agent for the Secured Parties (as hereinafter defined)
(in such capacity, the “Collateral Agent”).


 


W I T N E S S E T H:


 


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


 


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


 


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


 


ARTICLE
I



DEFINITIONS; RULES OF CONSTRUCTION; COMPUTATIONS


 


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


 


“Account
Control Agreement” means that certain Account Control Agreement, dated as of the Closing Date, among the Borrower,
the Servicer, the Collateral Agent and U.S. Bank, as Securities Intermediary, which agreement relates to the Covered Accounts.


 


“Adjusted
Principal Balance” means, for any Eligible Collateral Loan, as of any date of determination, an amount equal to
the Loan Value of such Eligible Collateral Loan as of such date multiplied by the Principal Balance of such Eligible Collateral
Loan as of such date; provided that, the parties hereby agree that the Adjusted Principal Balance of any Ineligible Collateral
Loan as of such date of determination shall be zero.


 


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


 









     


     


    

 


“Administrative
Agent Fee Letter” means that certain fee letter, dated as of the Closing Date, by and among the Administrative Agent,
the Structuring Agent, the Borrower and the Servicer, as amended or supplemented from time to time.


 


“Administrative
Expense Cap” means, for any Payment Date, an amount not to exceed $225,000 for any twelve (12) month period.


 


“Administrative
Expenses” means the fees and expenses (including indemnities) and other amounts of the Borrower due or accrued
with respect to any Payment Date and payable in the following order:


 


(a)              
first, on a pro rata basis, to the Collateral Agent, the Custodian and the Securities Intermediary, any amounts
and indemnities payable to such entities pursuant to the Facility Documents; and


 


(b)              
second, on a pro rata basis, to:


 


(i)               
the Independent Accountants, agents (other than the Servicer) (including any third party appraisal or valuation firms) and
outside counsel of the Borrower for fees and expenses related to the Collateral and the Facility Documents and to the Independent
Director of the Borrower for its fees and expenses incurred in acting in such capacity; and


 


(ii)              
to any rating agency for fees and expenses in connection with the rating of (or provision of credit estimates in respect
of) any Collateral Loan.


 


“Advance”
means each loan advanced by each Lender to the Borrower on a Borrowing Date pursuant to Article II.


 


“Advance
Rate” means, with respect to any Collateral Loan, the percentage set forth in the below table corresponding to
the Loan Type and Loan Class of such Collateral Loan, subject to the exceptions and adjustments set forth immediately following
such table:


  


	Loan Type	 	Loan Class	 	Advance Rate	 
	First Lien Loans that are not Recurring Revenue Loans	 	Class 1 Loans	 	 	67.5	%
	 	 	Class 2 Loans	 	 	62.5	%
	 	 	Class 3 Loans	 	 	60	%
	First Lien Last Out Loans	 	Class 1 Loans	 	 	55	%
	 	 	Class 2 Loans	 	 	50	%
	 	 	Class 3 Loans	 	 	50	%
	Second Lien Loans	 	Class 1 Loans	 	 	35	%
	 	 	Class 2 Loans	 	 	35	%
	 	 	Class 3 Loans	 	 	30	%



 






    -2- 


     


    

 


Notwithstanding the percentages
set forth in the preceding table:





 


(a)              
 if such Collateral Loan is a First Lien Loan that is a Recurring Revenue Loan, the Administrative Agent will assign an
Advance Rate in its sole discretion;


 


(b)              
any First Lien Last Out Loans with a First Out Leverage greater than 2.00:1.00 will be assigned the percentages set forth
in the preceding table corresponding to Second Lien Loans of the Loan Class applicable to such Collateral Loan;


 


(c)              
the Advance Rate of any First Lien Last Out Loans, or First Lien Loans that are not Recurring Revenue Loans, with a Senior
Net Leverage Ratio exceeding the First Lien Senior Leverage Cut-Off will be a blended rate, calculated as follows:


 


(i)               
the portion of such First Lien Loan or First Lien Last Out Loan up to the First Lien Senior Leverage Cut-Off will be assigned
the percentage set forth in the preceding table corresponding to First Lien Loans of the Loan Class applicable to such Collateral
Loan;


 


(ii)              
the portion of such First Lien Loan or First Lien Last Out Loan above the First Lien Senior Leverage Cut-Off up to the First
Lien Senior Leverage Cap will be assigned the percentage set forth in the preceding table corresponding to Second Lien Loans of
the Loan Class applicable to such Collateral Loan; and


 


(iii)               
the portion of such First Lien Loan or First Lien Last Out Loan above the First Lien Senior Leverage Cap will be assigned
an Advance Rate of zero;


 


(d)              
portions of First Lien Loans or First Lien Last Out Loans assigned a percentage set forth in the preceding table corresponding
to Second Lien Loans will be treated as First Lien Loans or First Lien Last Out Loans, respectively, and not be treated as Second
Lien Loans for all other purposes hereunder, including for purposes of calculating Concentration Limitations;


 


(e)              
for the purposes of determining Advance Rates, the Senior Net Leverage Ratio of a Collateral Loan will be based on the senior
leverage of the Obligor on the date the Administrative Agent has approved an Approval Request for such Collateral Loan pursuant
to Section 2.02 as of the most recent financial reporting of the Obligor prior to such date or, after the occurrence of a Revaluation
Event, as of the most recent financial reporting of the Obligor; and


 


(f)               
if such Collateral Loan is a Cap Adjusted Loan, the Administrative Agent may further increase its Advance Rate in its sole
discretion.


 


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


 


“Affected
Person” means (a) the Administrative Agent, each Lender and each of their respective Affiliates and
(b) any assignee or participant of any Lender (unless the benefit of any particular provision hereof to any such
Affected Person is otherwise expressly excluded herein).


 


“Affiliate”
means, in respect of a referenced Person at any time, another Person Controlling, Controlled by or under common Control with such
referenced Person but which shall not, with respect to the Borrower, include the Obligors under any Collateral Loan; provided
that (a) an Obligor will not be considered an “Affiliate” of any other Obligor solely due to the fact that each such
Obligor is under the control of the same financial sponsor and (b) Obligors in respect of Collateral Loans shall be deemed not
to be “Affiliates” if they have distinct corporate family ratings and/or distinct issuer credit ratings; provided
that, for the purposes of Section 5.03(h), Section 10.01(a) and Section 10.03 of this Agreement, the term “Affiliate”
shall not include any Excluded Affiliate.


 


“Agent”
or “Agents” means the Administrative Agent and the Collateral Agent,
collectively or individually, as the context requires.


 


“Aggregate
Adjusted Collateral Balance” means, as of any date of determination, an amount equal to the sum of the Dollar
Equivalent of the Adjusted Principal Balances of all Collateral Loans in the Collateral (including each potential Collateral Loan
that the Borrower has entered into a binding commitment to purchase that has not yet settled) on such date, after giving effect
to all Collateral Loans added to and removed from the Collateral on such date.


 


“Aggregate Class
1 Net Collateral Balance” means, as of any date of determination, an amount equal to the portion of the Aggregate Net
Collateral Balance allocable to Class 1 Loans as of such date of determination.


 






    -3- 


     


    

 


“Aggregate Class
2 Net Collateral Balance” means, as of any date of determination, an amount equal to the portion of the Aggregate Net
Collateral Balance allocable to Class 2 Loans as of such date of determination.


 


“Aggregate Class 3
Net Collateral Balance” means, as of any date of determination, an amount equal to the portion of the Aggregate Net Collateral
Balance allocable to Class 3 Loans as of such date of determination.


 


“Aggregate
Net Collateral Balance” means, as of any date of determination, the Aggregate Adjusted Collateral Balance minus
the Excess Concentration Amount, in each case, as of such date of determination.


 


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


 


“Agreement”
means this Revolving Credit and Security Agreement.


 


“Applicable
Index” means, with respect to (a) Dollar Advances, LIBOR (Dollar), (b) with respect to GBP Advances, LIBOR (GBP), (c)
with respect to Euro Advances, EURIBOR and (d) with respect to CDOR Advances, CDOR or, in each case, any other successor index
pursuant to the terms of this Agreement.


 


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


 


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


 


“Appraisal”
means an appraisal or valuation of a Collateral Loan that is conducted by an Approved Valuation Firm, which may be in the form
of an update or reaffirmation by an Approved Valuation Firm of an appraisal or valuation previously performed by such Approved
Valuation Firm or another Approved Valuation Firm.


 


“Approval Request”
has the meaning specified in Section 2.02(a)(i) hereof.


 


“Approved List”
has the meaning specified in Section 2.02(a)(ii) hereof.


 


“Approved
Valuation Firm” means Lincoln International LLC (f/k/a Lincoln Partners LLC), Valuation Research Corporation,
Alvarez & Marsal, Duff & Phelps, Houlihan Lokey and any appraisal or valuation firm providing such service to the Servicer;
provided that any independent appraisal or valuation firm or independent financial advisor recognized as being experienced
in conducting valuations of secured loans may be added as an “Approved Valuation Firm” with the consent of the Administrative
Agent (such consent not to be unreasonably withheld, delayed or conditioned).


 


“Asset Information”
means, with respect to any Obligor, in each case to the extent available to the Borrower and subject to any redactions required
by the Servicer’s internal policies and procedures (it being understood that to the extent any of the information described
in any of the following is contained in the Servicer’s internal credit memo described in clause (d) below, such information
need not be separately represented by any document or file and shall for all purposes of this Agreement be deemed delivered upon
delivery of such internal credit memo): (a) the legal name of such Obligor, (b) the jurisdiction in which such Obligor is domiciled,
(c) the audited financial statements for the two prior fiscal years of such Obligor (or such shorter period of time for which such
audited financial statements have been prepared and are available), (d) the Servicer’s internal credit memo with respect
to such Obligor and the related Collateral Loan, (e) the informational memorandum, offering memorandum or similar document, if
any, issued by the bookrunner or the administrative agent for such Obligor and relating to such Collateral Loan, (f) a company
forecast of such Obligor including plans related to capital expenditures, (g) the business model, company strategy and names of
known peers of such Obligor, (h) the shareholding pattern and details of the management team of such Obligor, (i) details of any
banking facilities and the debt maturity schedule of such Obligor and (j) a copy of the related credit agreement (which may be
a draft) specifying the terms and governing the repayment of such Collateral Loan; provided, that, in each case, to the
extent any of the above information is unavailable, the Servicer shall notify the Administrative Agent of such missing information.


 


“Asset List”
has the meaning specified in Section 2.02(a).





 






    -4- 


     


    

 


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


 


“AUP
Report Date” has the meaning assigned to such term in Section 8.09(a).


 


“Available Currency”
means, at any time, any of Dollars, Pounds Sterling, Euros, or Canadian Dollars and, with the prior written consent of each Lender
and the Administrative Agent and prior notice to the Collateral Agent and the Securities Intermediary, any other currency, so long
as, in respect of any such specified currency, it is available to the Collateral Agent and the Securities Intermediary and at such
time no central bank or other governmental authorization in the country of issue of such currency (including, in the case of the
Euro, any authorization by the European Central Bank) is required to permit use of such currency by any Lender for making any Advance
hereunder and/or to permit the Borrower to borrow and repay the principal thereof and to pay the interest thereon, unless such
authorization has been obtained and is in full force and effect.


 


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


 


“Bail-In
Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU
of the European Parliament and of the Council of the European Union (as amended or re-enacted) establishing a framework for the
recovery and resolution of credit institutions and investment firms, the relevant implementing law, regulation, rule or requirement
for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to
the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation
or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial
institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). For the purposes
of this definition, a reference to “regulation” includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of
any regulatory, self-regulatory or other authority or organisation.


 


“Bankruptcy
Code” means the United States Bankruptcy Code, Title 11, United States Code §§101 et seq., or foreign
bankruptcy, insolvency, receivership or similar law from time to time in effect and affecting the rights of creditors generally.


 


“Base
Rate” means, on any date, a fluctuating interest rate per annum equal to the highest of (a) the
Prime Rate or (b) the Federal Funds Rate plus 0.50%. The Base Rate is a reference rate and does not necessarily
represent the lowest or best rate actually charged to any customer of any Agent or any Lender. Interest calculated pursuant
to clause (a) above will be determined based on a year of 365 or 366 days, as applicable, and actual days elapsed.
Interest calculated pursuant to clause (b) above will be determined based on a year of 360 days and actual days elapsed.
If the calculation of the Base Rate results in a Base Rate of less than zero (0), the Base Rate shall be deemed to be zero
(0) for all purposes hereunder.


 






    -5- 


     


    

 


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


 


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


 


“Borrowing
Base” means, at any time and date, an amount equal to the sum of (i) the Dollar Equivalent of the amounts
in the Principal Collection Subaccount, (ii) an amount equal to the product of (x) the Weighted Average Advance Rate
as of such date (excluding any Sale Settlement Pending Collateral from the calculation of the Weighted Average Advance Rate), (y) the
Aggregate Net Collateral Balance as of such date (excluding any Sale Settlement Pending Collateral from the calculation of the
Aggregate Net Collateral Balance) and (z) the Portfolio Advance Rate Adjustment as of such date and (iii) the aggregate sale
price (expressed in Dollars) of the Sale Settlement Pending Collateral as of such date.


 


“Borrowing
Base Calculation Statement” means a statement in substantially the form attached to the form of Notice of Borrowing
attached hereto as Exhibit B, as such form of Borrowing Base Calculation Statement may be modified as mutually agreed by the
Administrative Agent and the Borrower from time to time.


 


“Borrowing
Date” means the date of an Advance.


 


“Business
Day” means any day of the year except: (a) a Saturday, Sunday or other day on which commercial banks in New
York City, Boston, Massachusetts, St. Paul, Minnesota, Florence, South Carolina, or the city in which the offices of the Collateral
Agent, the Custodian or the Securities Intermediary are located are authorized or required by law to close; and (b) with respect
to any determinations relating to an Advance of Available Currencies, any day on which banks are not open for dealings (i) in Dollars
or Pounds Sterling deposits in the London interbank market, (ii) in Euro deposits in the Euro-zone interbank market, (iii) in Canadian
Dollar deposits in Toronto, Canada or (iv) with respect to any additional Available Currency permitted under this Agreement, in
the principal financial center of the country of such Available Currency.


 


“CAD Collection
Account” means the single, segregated account with respect to Collections in Canadian Dollars at the Securities Intermediary
in the name of the Borrower subject to the lien of the Collateral Agent for the benefit of the Secured Parties.


 


“Canadian Dollars”
means the lawful currency of Canada.


 


“Cap Adjusted
Loan” means a Class 1 Loan or a Class 2 Loan that the Administrative Agent, in consultation with the Borrower, has determined
shall be subject to an increased First Lien Senior Leverage Cap when calculating its Advance Rate, including a Collateral Loan
meeting all of the following criteria:


 


(a)              
 any Collateral Loan the relevant Obligor of which has EBITDA of greater than the Dollar Equivalent of $50,000,000 as calculated
in accordance with the Related Documents as of the Trade Date of such Collateral Loan;


 


(b)              
any Collateral Loan the relevant Obligor of which had trailing 12-month revenue of greater than the Dollar Equivalent of
$100,000,000;


 


(c)              
any Collateral Loan with a loan-to-value ratio of less than 50%; and


 


(d)              
the Debt Service Coverage Ratio of the Obligor of such Collateral Loan is greater than 2.00:1.00.


 


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


 


“CDOR”
means, for any date of determination, with respect to any CDOR Advance (or portion thereof) the rate per annum (carried
out to the fifth decimal place) equal to the rate determined by the Administrative Agent to be the average rate that appears on
the Bloomberg Professional Service CDOR Page (or any applicable successor or substitute page providing rate quotations comparable
to those currently provided on such page of such service) at approximately 10:00 a.m. (Toronto time) two (2) Business Days prior
to the beginning of the relevant Collection Period for Canadian Dollar bankers acceptances with a term equivalent to one month;
provided that if such rate is not available at any such time for any reason, then “CDOR” with respect to any
CDOR Advance shall be the bid rate at which Canadian Dollar bankers acceptances of CAD5,000,000 and for a one-month maturity are
offered by the principal Toronto office of any bank (which may be the Administrative Agent) reasonably selected by the Administrative
Agent for settlement at approximately 10:00 a.m. (Toronto time) on the applicable day (or, if such day is not a Business Day, on
the immediately preceding Business Day); provided, further that, in the event that the rate as so determined above
shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. CDOR shall always be determined by
the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


“CDOR Advance”
means an Advance denominated in Canadian Dollars.


 






    -6- 


     


    

 


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


 


“Change
in Law” means (a) the adoption of any law, rule or regulation after the Closing Date, (b) any
change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the
Closing Date or (c) compliance by any Lender (or, for purposes of Section 2.10(b), by any lending office of such
Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the
force of law) of any Governmental Authority made or issued after the Closing Date; provided that, notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
rules, guidelines, requirements or directives thereunder or issued in connection therewith or in implementation thereof, (y)
the Securitisation Regulation and all rules promulgated thereunder and (z) all requests, rules, guidelines, requirements
or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any
successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III,
shall in each case be deemed to be a “Change in Law” hereunder regardless of the date of effectiveness.


 


“Change
of Control” means an event or series of events by which (A)(i) the Equityholder or its Affiliates, collectively,
ceases to possess, directly or indirectly, the right to elect or appoint (through contract, ownership of voting securities, or
otherwise) directors that at all times have a majority of the votes of the board of directors (or similar governing body) of the
Borrower or to direct the management policies and decisions of the Borrower or (ii) the Equityholder or its Affiliates cease, directly
or indirectly, to own and control legally and beneficially all of the equity interests of the Borrower or (B) MS Capital Partners
Adviser Inc. or its Affiliates shall cease to be the investment advisor of the Equityholder.


 


“Class”
means the Class 1 Advances, the Class 2 Advances or the Class 3 Advances, as the context requires.


 


“Class 1”
means, at any time, all Class 1 Loans at such time.


 


“Class 1
Advance” means each Advance allocated to Class 1 pursuant to, and in accordance with, this Agreement.


 


“Class 1
Borrowing Base” means, at any time and date, an amount equal to the sum of (i) the Dollar Equivalent of the amounts in
the Principal Collection Subaccount, (ii) an amount equal to the product of (x) the Weighted Average Class 1 Advance Rate as of
such date (excluding any Sale Settlement Pending Collateral for the Class 1 Loans from the calculation of the Weighted Average
Class 1 Advance Rate), (y) the Aggregate Class 1 Net Collateral Balance as of such date (excluding any Sale Settlement Pending
Collateral for the Class 1 Loans from the calculation of the Aggregate Class 1 Net Collateral Balance) and (z) the Portfolio Advance
Rate Adjustment as of such date and (iii) the aggregate sale price (expressed in Dollars) of any Sale Settlement Pending Collateral
for the Class 1 Loans as of such date.


 


“Class 1 Loan”
means any Collateral Loan that (a) as of the Trade Date of such Collateral Loan, has a tranche size of at least the Dollar Equivalent
of $400,000,000 and (b) is rated by S&P and Moody’s (or the related Obligor for such Collateral Loan is rated by S&P
and Moody’s).


 


“Class 1
Minimum OC Coverage Test” means, as of any date, a test that is satisfied if the Class 1 OC Ratio as of such date
is equal to or greater than 1.00:1.00.


 


“Class 1
OC Ratio” means, as of any Business Day, the ratio of (a) the Class 1 Borrowing Base to (b) the sum of (x) the Dollar
Equivalent of the aggregate outstanding principal balance of the Class 1 Advances and (y) the Dollar Equivalent of the aggregate
purchase price of all Class 1 Loans for which the Borrower has entered into a binding commitment to purchase that have not yet
settled.


 


“Class 2”
means, at any time, all Class 2 Loans at such time.





  


“Class 2
Advance” means each Advance allocated to Class 2 pursuant to, and in accordance with, this Agreement.


 


“Class 2
Borrowing Base” means, at any time and date, an amount equal to the sum of (i) the Dollar Equivalent of the amounts in
the Principal Collection Subaccount, (ii) an amount equal to the product of (x) the Weighted Average Class 2 Advance Rate as of
such date (excluding any Sale Settlement Pending Collateral for the Class 2 Loans from the calculation of the Weighted Average
Class 2 Advance Rate), (y) the Aggregate Class 2 Net Collateral Balance as of such date (excluding any Sale Settlement Pending
Collateral for the Class 2 Loans from the calculation of the Aggregate Class 2 Net Collateral Balance) and (z) the Portfolio Advance
Rate Adjustment as of such date and (iii) the aggregate sale price (expressed in Dollars) of any Sale Settlement Pending Collateral
for the Class 2 Loans as of such date.


 


“Class 2 Loan”
means a Collateral Loan (a) that is not a Class 1 Loan and (b) the relevant Obligor of which has EBITDA of at least the Dollar
Equivalent of $35,000,000 as calculated in accordance with the Related Documents as of the Trade Date of such Collateral Loan.


 


“Class 2
Minimum OC Coverage Test” means, as of any date, a test that is satisfied if the Class 2 OC Ratio as of such date
is equal to or greater than 1.00:1.00.


 


“Class 2
OC Ratio” means, as of any Business Day, the ratio of (a) the Class 2 Borrowing Base to (b) the sum of (x) the Dollar
Equivalent of the aggregate outstanding principal balance of the Class 2 Advances and (y) the Dollar Equivalent of the aggregate
purchase price of all Class 2 Loans for which the Borrower has entered into a binding commitment to purchase that have not yet
settled.


 






    -7- 


     


    

 


“Class 3”
means, at any time, all Class 3 Loans at such time.


 


“Class 3
Advance” means each Advance allocated to Class 3 pursuant to, and in accordance with, this Agreement.


 


“Class 3
Borrowing Base” means, at any time and date, an amount equal to the sum of (i) the Dollar Equivalent of the amounts in
the Principal Collection Subaccount, (ii) an amount equal to the product of (x) the Weighted Average Class 3 Advance Rate as of
such date (excluding any Sale Settlement Pending Collateral for the Class 3 Loans from the calculation of the Weighted Average
Class 3 Advance Rate), (y) the Aggregate Class 3 Net Collateral Balance as of such date (excluding any Sale Settlement Pending
Collateral for the Class 3 Loans from the calculation of the Aggregate Class 3 Net Collateral Balance) and (z) the Portfolio Advance
Rate Adjustment as of such date and (iii) the aggregate sale price (expressed in Dollars) of any Sale Settlement Pending Collateral
for the Class 3 Loans as of such date.


 


“Class 3 Loan”
means a Collateral Loan (a) that is not a Class 1 Loan or a Class 2 Loan and (b) the relevant Obligor of which has an EBITDA
of less than the Dollar Equivalent of $35,000,000 as calculated in accordance with the Related Documents as of the Trade Date of
such Collateral Loan.


 





“Class 3
Minimum OC Coverage Test” means, as of any date, a test that is satisfied if the Class 3 OC Ratio as of such date
is equal to or greater than 1.00:1.00.


 


“Class 3
OC Ratio” means, as of any Business Day, the ratio of (a) the Class 3 Borrowing Base to (b) the sum of (x) the Dollar
Equivalent of the aggregate outstanding principal balance of the Class 3 Advances and (y) the Dollar Equivalent of the aggregate
purchase price of all Class 3 Loans for which the Borrower has entered into a binding commitment to purchase that have not yet
settled.


 


“Class Minimum
OC Coverage Test” means the Class 1 Minimum OC Coverage Test, the Class 2 Minimum OC Coverage Test or the Class 3 Minimum
OC Coverage Test, as applicable.


 


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


 


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


 


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


 


“Closing
Date” means October 14, 2020.


 


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


 


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


 


“Collateral
Account” has the meaning assigned to such term in Section 8.02(a)(i).


 


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


 


“Collateral
Agent Fee Letter” means the fee letter between the Collateral Agent and the Borrower setting forth the fees and
other amounts payable by the Borrower to the Collateral Agent, the Custodian and the Securities Intermediary under the Facility
Documents, in connection with the transactions contemplated by this Agreement.


 






    -8- 


     


    

 


“Collateral
Interest Amount” means, as of any date of determination, without duplication, the sum of (a) the
aggregate amount of Interest Proceeds that has been received or that is expected to be received (other than Interest Proceeds
expected to be received from Defaulted Collateral Loans and Ineligible Collateral Loans) and (b) the aggregate amount of
Interest Proceeds that the Servicer has determined, in accordance with the Servicing Standard, are likely to be received from
Defaulted Collateral Loans and Ineligible Collateral Loans, in each case, during the Collection Period (and, if such
Collection Period does not end on a Business Day, the next succeeding Business Day) in which such date of determination
occurs.


 


“Collateral
Loan” means a loan, debt obligation, debt security or participation therein acquired by the Borrower.


 


“Collateral
Loan Buy Confirmation” means with respect to any Collateral Loan, documentation evidencing, in reasonable detail, the
Borrower’s acquisition of such Collateral Loan, and which shall identify at least the obligor, price and the Principal Balance
of such Collateral Loan.


 


“Collateral
Quality Test” means a test that is satisfied as of any Business Day on or after the Closing Date if, in the aggregate,
the Collateral Loans owned (or, in relation to a proposed purchase of a Collateral Loan, both owned and proposed to be owned) by
the Borrower satisfy the Maximum Weighted Average Life Test (or in relation to a proposed purchase after the Closing Date, if not
in compliance, the test is maintained or improved after giving effect to any purchase or sale effected on any such Business Day),
calculated in accordance with Section 1.04.


 


“Collection
Account” has the meaning assigned to such term in Section 8.02(a)(ii), including the Principal Collection
Subaccount, the Interest Collection Subaccount, the CAD Collection Account, the EUR Collection Account and the GBP Collection Account.


 


“Collection
Date” means the date on which the aggregate outstanding principal amount of the Advances have been repaid in full
and all Interest and fees and all other Obligations (other than contingent indemnification and reimbursement obligations which
are unknown, unmatured and/or for which no claim giving rise thereto has been asserted) have been paid in full, and the Borrower
shall have no further right to request any additional Advances.


 


“Collection
Period” means, with respect to any Payment Date, the monthly period from and including the date on which the first
Advance is made hereunder to but excluding the first Collection Period Start Date following the date of such Advance and each successive
monthly period from and including a Collection Period Start Date to but excluding the immediately succeeding Collection Period
Start Date or, in the case of the Collection Period immediately preceding the Final Maturity Date or the Collection Period immediately
preceding an optional prepayment in whole of the Advances, ending on the day preceding the Final Maturity Date or the date of such
prepayment, respectively.


 


“Collection
Period Start Date” means the first calendar day of each month of each year (or, if any such date is not a Business Day,
the immediately succeeding Business Day), commencing in November 2020.


 


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





 






    -9- 


     


    

 


“Concentration
Calculation Amount” means (a)(1) from the Closing Date to the date that is the six-month anniversary of the Closing Date
or (2) from the date of any Permitted Securitization to the date that is the three-month anniversary (or, with the consent of the
Administrative Agent, the date that is the six-month anniversary) of the closing of such Permitted Securitization, the greater
of (i) the Adjusted Principal Balances of loans equal to the Maximum Portfolio Amount and (ii) the Aggregate Adjusted Collateral
Balance (after giving effect to any proposed purchase of Collateral Loans) and (b) after the date that is the six-month anniversary
of the Closing Date, the Aggregate Adjusted Collateral Balance.


 


“Concentration
Limitations” means, as of any date of determination, the following limitations (calculated without duplication)
as applied to the Eligible Collateral Loans owned (or, in relation to a proposed purchase of an Eligible Collateral Loan, proposed
to be owned, with respect to which, if such purchase results in noncompliance with the limitations, the relevant requirements must
be maintained or improved after giving effect to the purchase) by the Borrower, unless a waiver is provided in writing by the Administrative
Agent specifying the agreed treatment of such Collateral Loan or Concentration Limitation:


 


(a)              
not more than 20.00% of the Concentration Calculation Amount may consist of First Lien Last Out Loans or Second Lien Loans;


 


(b)              
not more than 20.00% of the Concentration Calculation Amount may consist of Second Lien Loans; provided that from
the Closing Date to the date that is the six-month anniversary of the Closing Date, not more than 10.00% of the Concentration Calculation
Amount may consist of Second Lien Loans;


 


(c)              
not more than 15.00% of the Concentration Calculation Amount may consist of Class 2 Loans that are Cov-Lite Loans;


 


(d)              
not more than 20.00% of the Concentration Calculation Amount may consist of Cap Adjusted Loans;


 


(e)              
not more than 20.00% of the Concentration Calculation Amount may consist of Collateral Loans not denominated in Dollars;


 


(f)               
not more than 20.00% of the Concentration Calculation Amount may consist of Collateral Loans the Obligors of which have
their headquarters in, a principal place of business in or are organized, formed or incorporated in a country other than the United
States;


 


(g)              
not more than 20.00% of the Concentration Calculation Amount may consist of Revolving Collateral Loans or Delayed Drawdown
Collateral Loans;


 


(h)              
the Adjusted Principal Balance of Collateral Loans that are issued by any Obligor and its Affiliates is not more than 6.00%
of the Maximum Portfolio Amount, except that the largest two Obligors and their respective Affiliates may represent up to 10.00%
and 7.50% of the Maximum Portfolio Amount, respectively;





 






    -10- 


     


    

 


(i)                
 the Adjusted Principal Balance of Collateral Loans that are issued by Obligors and their Affiliates that belong to any
single S&P Industry Classification is not more than 15.00% of the Maximum Portfolio Amount, except that the largest two S&P
Industry Classifications may each constitute up to 22.50% of the Maximum Portfolio Amount;


 


(j)                
not more than 5.00% of the Concentration Calculation Amount may consist of Fixed Rate Loans;


 


(k)              
not more than 5.00% of the Concentration Calculation Amount may consist of Class 1 Loans that are rated below “Caa1”
by Moody’s or below “CCC+” by S&P; and


 


(l)                
not more than 15.00% of the Concentration Calculation Amount may consist of Recurring Revenue Loans.


 


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


 


“Contribution
Notice” has the meaning assigned to such term in Section 10.04(a).


 


“Control”
means the direct or indirect possession of the power to vote 50% or more of the voting securities of such Person or the power to
direct or cause the direction of the management or policies of a Person, whether through ownership, by contract, arrangement or
understanding, or otherwise. “Controlled” and “Controlling”
have the meaning correlative thereto.


 


“Cov-Lite
Loan” means a loan that does not (I) contain any financial covenants or (II) require the related Obligor
of such loan to comply with any maintenance covenant; provided that a loan described in clause (I) or (II) above that
either (i) contains a cross-default provision to, or (ii) is pari passu with, another loan of the Obligor that
requires the Obligor to comply with a maintenance covenant will be deemed not to be a Cov-Lite Loan. For the avoidance of doubt,
a loan that is capable of being described in clause (I) or (II) above only (x) until the expiration of a period of twelve months
or less after the initial issuance thereof or (y) for so long as there is no funded balance in respect thereof, in each case as
set forth in the applicable Related Documents, will be deemed not to be a Cov-Lite Loan.


 


“Covered
Account” means each of the Collection Accounts (including the Interest Collection Subaccount, the Principal
Collection Subaccount, the CAD Collection Account, the EUR Collection Account and the GBP Collection Account), the Payment
Account, the Collateral Account, the Revolving Reserve Account and any other account established by the Borrower at the
Securities Intermediary with the consent of the Administrative Agent and subject to the Lien of the Collateral Agent and
subject to an agreement establishing “control” (as used in the UCC) over such account in favor of the Collateral
Agent pursuant to the terms of the Facility Documents.


 






    -11- 


     


    

 


“Custodian”
means U.S. Bank in its capacity as custodian under the Custodian Agreement, and any successor thereto under the Custodian Agreement.


 


“Custodian
Agreement” means that certain Custodian Agreement, dated as of the Closing Date, among the Custodian, the Borrower
and the Collateral Agent.


 


“Data
File” has the meaning assigned to such term in Section 8.07(b).


 


“Debt
Service Coverage Ratio” means, with respect to any Collateral Loan for any Relevant Test Period, the meaning of
 “Debt Service Coverage Ratio,” “Pro Forma Debt Service Coverage Ratio” or any comparable term in the Related
Documents for such Collateral Loan, and in any case that “Debt Service Coverage Ratio,” “Pro Forma Debt Service
Coverage Ratio” or such comparable term is not defined in such Related Documents, the ratio, for such Collateral Loan, of
(a) EBITDA of the related Obligor for the Relevant Test Period to (b) cash interest expense of such Obligor for the Relevant
Test Period, in each case, as calculated by the Servicer in good faith using information from and calculations consistent with
the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of
the applicable Related Documents.


 


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


 


“Defaulted
Collateral Loan” means any Collateral Loan as to which at any time:


 


(a)              
a default as to all or any portion of one or more payments of principal and/or interest (including a failure of a selling
institution to pay amounts due and payable to the Borrower with respect to the related participation) has occurred after the earlier
of (i) any grace period applicable thereto and (ii) five (5) Business Days, in each case, past the applicable due date;


 


(b)              
a default (other than a default described in clause (a) of this definition) has occurred under the applicable Related
Documents and for which the Borrower (or the agent or required lenders pursuant to the applicable Related Documents, as applicable)
has elected to exercise any of its rights or remedies under the applicable Related Documents (including acceleration, foreclosing
on collateral or the imposition of default pricing (for the avoidance of doubt, excluding any default pricing that occurs automatically
without election pursuant to the terms of the applicable Related Documents, subject to agreement by the Administrative Agent));


 


(c)              
any portion of principal and/or interest payable thereunder has been waived or forgiven by the holders of such obligation;
or





 


(d)              
 a Revaluation Event under clauses (d) or (g) of the definition thereof has occurred.


“Defaulting
Lender” means, at any time, any Lender that (a) has failed for three (3) or more Business Days after a Borrowing
Date to fund its portion of an Advance required pursuant to the terms of this Agreement (other than failures to fund as a result
of a bona fide dispute as to whether the conditions to borrowing were satisfied on the relevant Borrowing Date), (b) has
notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder,
or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation
to fund an Advance hereunder and states that such position is based on such Lender’s determination that a condition precedent
to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or
public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative
Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective
funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c)
upon receipt of such written confirmation by the Administrative Agent and the Borrower) or (d) has, or has a direct or indirect
parent company that has, (i) become the subject of a proceeding under the Bankruptcy Code or any other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, receivership, insolvency, reorganization or similar debtor relief
laws of the United States or other applicable jurisdiction, (ii) had appointed for it a receiver, custodian, conservator,
trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganization or liquidation of its
business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting
in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender
solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company
thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity
from the jurisdiction of courts within the United States or from the enforcement of judgment or writs of attachment on its assets
or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made
with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a)
through (d) shall be conclusive and binding absent manifest error.


 






    -12- 


     


    

 


“Delayed
Drawdown Collateral Loan” means a Collateral Loan that (a) requires the Borrower to make one or more future
advances to the Obligor under the applicable Related Documents, (b) specifies a maximum amount that can be borrowed at one
or more specified times, and (c) does not permit the re-borrowing of any amount previously repaid by the Obligor thereunder;
provided that any such Collateral Loan will be a Delayed Drawdown Collateral Loan only to the extent of undrawn commitments and
solely until all commitments by the Borrower to make advances on such Collateral Loan to the Obligor under the Related Documents
expire or are terminated or are reduced to zero.





 


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


 


(a)              
subject to clause (h) below, in the case of each Certificated Security (other than a Clearing Corporation Security):


 


(i)               
causing the delivery of such Certificated Security to the Securities Intermediary by registering the same in the name of
the Securities Intermediary or its affiliated nominee or by endorsing the same to the Securities Intermediary or by endorsing the
same in blank;


 


(ii)              
causing the Securities Intermediary to indicate continuously on its books and records that such Certificated Security is
held for the benefit of the Secured Parties; and


 


(iii)               
causing the Securities Intermediary to maintain continuous possession of such Certificated Security;


 


(b)              
subject to clause (h) below, in the case of each Uncertificated Security (other than a Clearing Corporation Security):


 


(i)               
causing such Uncertificated Security to be continuously registered on the books of the issuer thereof to the Securities
Intermediary (or its nominee); and


 


(ii)              
causing the Securities Intermediary (or its nominee) to continuously indicate on its books and records that such Uncertificated
Security is credited to the applicable Covered Account;


 


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


 


(i)               
causing the relevant Clearing Corporation to credit such Clearing Corporation Security to the securities account of the
Securities Intermediary; and


 


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


 






    -13- 


     


    

 


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


 


(i)               
causing the creation of a Security Entitlement to such Government Security by the credit of such Government Security to
the securities account of the Securities Intermediary at such FRB; and





 


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


 


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


 


(i)               
causing (x) the underlying Financial Asset to be credited to and continuously maintained in the appropriate Covered
Account, (y) the Securities Intermediary to receive a Financial Asset from a securities intermediary (as defined in Section
8-102(a)(14) of the UCC) or to acquire the underlying Financial Asset from a securities intermediary, and in either case, accepting
it for credit to and continuously maintaining it in the appropriate Covered Account or (z) a securities intermediary (as defined
in Section 8-102(a)(14) of the UCC) to become obligated under other law, regulation or rule to credit the underlying Financial
Asset to the Securities Intermediary’s securities account and causing the Securities Intermediary to make entries on its
books and records that such Security Entitlement is credited to one of the Covered Accounts, which shall at all times be securities
accounts; and


 


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


 


(f)               
in the case of each Instrument, Cash or Money:


 


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


 


(ii)              
causing the Securities Intermediary to credit such Cash or Money to a “securities account” (as defined in Section 8-501(a)
of the UCC), which may be a subaccount of the applicable Covered Account, in accordance with Article 9 of the UCC, and to
hold such Instrument for the benefit of the Secured Parties, pursuant to agreement by the Securities Intermediary to treat such
Instrument, Cash or Money as a Financial Asset; and


 


(iii)               
causing the Securities Intermediary to continuously indicate on its books and records that such Cash or Money so held is
credited to the applicable Covered Account and such Instrument is held for the benefit of the Secured Parties;


 


(g)              
with respect to such of the Collateral as constitutes an account or a general intangible or is not otherwise described in
the foregoing clauses (a) through (f), causing to be filed with the Secretary of State of the State of Delaware a properly
completed UCC financing statement that names the Borrower as debtor and the Collateral Agent as secured party and that describes
such Collateral (which financing statement may have been previously filed) or any equivalent filing in any applicable jurisdiction;


 









    -14- 


     


    

 


(h)              
 in the case of any certificated security or uncertificated security either physically located outside of the United States
or issued by a Person organized outside of the United States, that such additional actions shall have been taken as shall be necessary
under applicable law or as shall be reasonably requested by the Collateral Agent under applicable law to accord the Collateral
Agent rights substantially equivalent to those accorded to a secured party under the UCC that has possession or Control (as defined
in the UCC) of such certificated security or uncertificated security; or


 


(i)                
in the case of each of clauses (a) through (h) above, such additional or alternative procedures as may hereafter become
appropriate to perfect the security interest granted to the Collateral Agent hereunder in such items of the Collateral, consistent
with Applicable Law.


 


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


 


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


 


“Diversity
Score” means, as of any day, a single number that indicates collateral concentration in terms of both issuer and
industry concentration, calculated as set forth in Schedule 7 hereto, as such Diversity Scores shall be updated at the option of
the Administrative Agent if Moody’s publishes revised criteria (x) immediately with the approval of the Borrower (such approval
not to be unreasonably withheld) or (y) with 90 days’ prior written notice without the approval of the Borrower.


 


“Dollar Advances”
means an Advance denominated in Dollars.


 


“Dollar Equivalent”
means, as of any date of determination, (a) with respect to any amount denominated in Dollars, such amount and (b) with respect
to any amount denominated in a currency other than Dollars, the Dollar equivalent of such amount determined by (1) the Servicer
so long as no Event of Default exists either prior to or after giving effect to such conversion or (2) if an Event of Default exists,
the Administrative Agent, by reference to (x) for an actual currency exchange, the applicable currency-Dollar spot rate obtained
by the Servicer or the Administrative Agent, as applicable, through customary banking channels, including, without limitation,
any spot rate published by the Custodian or (y) for all other purposes, the applicable currency-Dollar spot rate that appeared
on the Bloomberg screen for such currency at the end of the immediately preceding Business Day.


 


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


 


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


 


“EBITDA”
means, with respect to any Relevant Test Period and the Obligor of any Collateral Loan, the meaning of the term
 “Adjusted EBITDA,” the term “EBITDA” or any comparable definition in the Related Documents for such
period and Collateral Loan (or, in the case of a Collateral Loan for which the Related Documents have not been executed, as
set forth in the relevant marketing materials or financial model in respect of such Collateral Loan) as determined in the
good faith discretion of the Servicer, and, in any case that the term “Adjusted EBITDA,” the term
 “EBITDA” or such comparable definition is not defined in such Related Documents, an amount, for the principal
Obligor thereunder and any of its parents or subsidiaries that are obligated as guarantor pursuant to the Related Documents
for such Collateral Loan (determined on a consolidated basis without duplication in accordance with GAAP (and also on a pro
forma basis as determined in good faith by the Servicer in case of any acquisitions)) equal to earnings from continuing
operations for such period plus interest expense, income taxes, depreciation and amortization for such period, other non-cash
charges and organization costs, extraordinary, one-time and/or non-recurring losses or charges, any other customary add-backs
for similarly situated obligors the Servicer deems to be appropriate and any other item the Servicer and the Administrative
Agent mutually deem to be appropriate.


 


“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.


 






    -15- 


     


    

 


 


 



 


“EEA
Member Country” means any of the member states of the European Union, the United Kingdom, 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.


 


“Eligible
Collateral Loan” means, as of any date of determination, a Collateral Loan that meets each of the following criteria:


 


(a)              
it is (i) a First Lien Loan, (ii) a Second Lien Loan or (iii) a First Lien Last Out Loan;


 


(b)             
if such Collateral Loan is a Class 1 Loan, it is not rated below “Caa1” by Moody’s or below “CCC+”
by S&P at the time of acquisition by the Borrower;


 


(c)              
if such Collateral Loan is a Class 3 Loan, it is not a Cov-Lite Loan;


 


(d)              except in the case of a Recurring Revenue Loan, as of the date the Borrower acquired such Collateral Loan, the Obligor of
such Collateral Loan has a minimum EBITDA of the Dollar Equivalent of $15,000,000 for the most recently ended quarterly financial
period immediately preceding the origination date for which financial statements are available;


 


(e)              
it was acquired by the Borrower for a price of not less than 80% of its Principal Balance;


 


(f)               
 it is not a Defaulted Collateral Loan at the time of acquisition by the Borrower;


 


(g)              
it is denominated in a Permitted Currency and does not permit the currency or country in which such Collateral Loan is payable
to be changed except to another Permitted Currency;


 


(h)               at
the time of acquisition by the Borrower, the relevant Obligor’s principal place of business and/or incorporation, formation
or organization and/or headquarters are in an Eligible Country;


 


(i)                the
Related Documents for such Collateral Loan are governed by the laws of the United States, Canada, the United Kingdom or a member
state of the European Union;


 


(j)               
it is not a credit linked note or a single purpose real estate loan;


 






    -16-


     


    

 


(k)              it
does not constitute Margin Stock and is not by its terms convertible into or exchangeable for an equity security at the option
of either the Borrower thereof or the holder, and it does not have attached warrants to purchase equity securities;


 


(l)               it
has an original term to maturity of not more than eight (8.0) years;


 


(m)            
it has been approved by the Administrative Agent in its sole discretion;


 


(n)              the
Related Documents for such Collateral Loan permit the pledge to the Collateral Agent by the Borrower;


 


(o)              the
Related Documents for such Collateral Loan provide for payments that do not, at the time the obligation is acquired, subject the
Borrower to withholding tax or other similar taxes, unless the related Obligor is required to make “gross-up” payments
that ensure that the net amount actually received by the Borrower (after payment of all taxes, whether imposed on such Obligor
or the Borrower) will equal the full amount that the Borrower would have received had no such taxes been imposed;


 


(p)              it
is capable of being sold, assigned or participated to the Borrower, together with any associated security, without any breach
of applicable selling restrictions, any contractual provisions or any legal or regulatory requirements and the Borrower does not
require any authorizations, consents, approvals or filings (other than such as have been obtained or effected) as a result of
or in connection with any such sale, assignment or participation under any Applicable Law;


 


(q)              it
is not subject to a tender offer from the related Obligor other than (A) a Permitted Offer or (B) an exchange offer in which a
security is exchanged for a security that would otherwise qualify for purchase herein;


 


(r)               
it is not a Structured Finance Obligation, a Zero Coupon Obligation or a Synthetic Security;


 


(s)               it is not a corporate rescue loan, PIK Loan (other than a Partial PIK Loan), unsecured senior loan or Mezzanine Obligation;


 


(t)               it
is not a project, shipping/aircraft or infrastructure/construction financing;


 


(u)              the
relevant the Obligor of such Collateral Loan is not a Governmental Authority;


 


(v)              the
Obligor of such Collateral Loan is not a commodity trader and producer, oil field services company or other entity highly exposed
to commodity price/volume risk;


 


(w)            
the Obligor of such Collateral Loan is not operating, domiciled or conducting business in a country subject to Sanctions;


 


(x)              
it is not a lease;


 






    -17-


     


    

 


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


 


(z)              
if such Collateral Loan is a Recurring Revenue Loan, such Collateral Loan meets the requirements set forth in the definition
of Ongoing Recurring Revenue Loan Eligibility;


 


provided that
the Administrative Agent may agree in writing to specifically waive any criteria set forth above (other than clauses (m), (n),
(p), (w) and (y)) with respect to any single Collateral Loan, including any waiver of any requirement for a Recurring Revenue Loan
contained in the definition thereof (it being understood that the Administrative Agent is not required to provide any such waiver
under any circumstances), and upon such waiver, such waived criteria will not constitute criteria for such Collateral Loan to qualify
as an “Eligible Collateral Loan”.


 


“Eligible
Country” means (a) the United States, (b) Canada, (c) the United Kingdom or (d) OECD countries with a country
ceiling for foreign currency bonds of at least “Aa2” by Moody’s and a foreign currency issuer credit rating of
at least “AA” by S&P.


 


“Eligible
Investments” means any investment in an Available Currency that, at the time it is Delivered, is Cash or one or
more of the following obligations or securities:


 


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


 


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


 


(c)              
commercial paper that (i) is payable in an Available Currency and (ii) is rated at least “A-1” by
S&P and “P-1” by Moody’s; and


 


(d)              
units of money market funds having a rating of the Highest Required Investment Category from each of S&P and Moody’s.


 


No Eligible Investment
shall have an “f,” “r,” “p,” “pi,” “q,” “sf” or “t”
subscript affixed to its S&P rating. Any such investment may be made or acquired from or through the Collateral Agent or the
Administrative Agent or any of their respective Affiliates, or any entity for whom the Collateral Agent, the Administrative Agent,
the Custodian or any of their respective Affiliates provides services and receives compensation (so long as such investment otherwise
meets the applicable requirements of the foregoing definition of Eligible Investment at the time of acquisition) or acts as offeror
of; provided that, notwithstanding the foregoing clauses (a) through (d), unless the Borrower and the Servicer have
received the written advice of counsel of national reputation experienced in such matters to the contrary (together with an officer’s
certificate of the Borrower or the Servicer to the Administrative Agent and the Collateral Agent that the advice specified in
this definition has been received by the Borrower and the Servicer), Eligible Investments may only include obligations or securities
that constitute cash equivalents for purposes of the rights and assets in paragraph (c)(8)(i)(B) of the exclusions from the
definition of “covered fund” for purposes of the Volcker Rule. The Collateral Agent, Securities Intermediary and Custodian
shall have no obligation to determine or oversee compliance with the foregoing.


 






    -18-


     


    

 


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


 


“Equityholder”
has the meaning given to such term in the recitals.


 


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


 


“ERISA
Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the
regulations issued thereunder with respect to a Plan (other than an event for which the thirty (30) day notice requirement is
waived); (b) the failure with respect to any Plan to satisfy the “minimum funding standard” (as defined in
Section 412 of the Code or Section 302 of ERISA); (c) the filing pursuant to Section 412(c) of the Code
or Section 302 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan;
(d) a determination that any Plan is, or is expected to be, in “at risk” status (as defined in
Section 430 of the Code or Section 303 of ERISA); (e) the incurrence by the Borrower or any member of its
ERISA Group of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) (i) the
receipt by the Borrower or any member of its ERISA Group from the PBGC of a notice of determination that the PBGC intends to
seek termination of any Plan or to have a trustee appointed for any Plan under Section 4042 of ERISA, or (ii) the
filing by the Borrower or any member of its ERISA Group of a notice of intent to terminate any Plan; (g) the incurrence
by the Borrower or any member of its ERISA Group of any liability (i) with respect to a Plan pursuant to
Sections 4063 and 4064 of ERISA, (ii) with respect to a facility closing pursuant to Section 4062(e) of ERISA,
or (iii) with respect to the complete withdrawal or partial withdrawal from any Multiemployer Plan; (h) the receipt
by the Borrower or any member of its ERISA Group of any notice concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, in endangered status or critical status, within the meaning
of Section 432 of the Code or Section 305 of ERISA or is or is expected to be insolvent, within the meaning of
Title IV of ERISA; or (i) the failure of the Borrower or any member of its ERISA Group to make any required contribution
to a Multiemployer Plan, in each case of subsections (a) through (i), that would, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.


 






    -19-


     


    

 


“ERISA
Group” means each controlled group of corporations or trades or businesses (whether or not incorporated) under
common control that is treated as a single employer under Section 414(b) or (c) of the Code or, for purposes of Section 302
of ERISA or Section 412 of the Code (and the regulations promulgated and rulings issued thereunder), Section 414(m) or (o)
of the Code, with the Borrower.


 


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


 


“EU Due Diligence
Requirements” means the due diligence and verification requirements applicable to EU Institutional Investors under Article
5 of the Securitisation Regulation (together with any delegated regulations, applicable guidance, regulatory technical standards,
or implementing technical standards made thereunder) in respect of securitization positions, as in effect and/or amended or supplemented
from time to time.


 


“EU Institutional
Investor” has the meaning given to “institutional investor” under the Securitisation Regulation.


 


“EU Risk Retention
Requirement” means Article 6 of the Securitisation Regulation (together with any delegated regulations, applicable guidance,
regulatory technical standards, or implementing technical standards made thereunder).


 


“EUR Collection
Account” means the single, segregated account with respect to Collections in Euros at the Securities Intermediary in
the name of the Borrower subject to the lien of the Collateral Agent for the benefit of the Secured Parties.


“EURIBOR”
means, for any date of determination, with respect to any Euro Advance (or portion thereof), the rate per annum (carried
out to the fifth decimal place) equal to the rate determined by the Administrative Agent to be the offered rate that appears on
the page of the Reuters Screen that displays an average European Money Markets Institute Settlement Rate (such page currently being
EURIBOR01) (or any applicable successor or substitute page providing rate quotations comparable to those currently provided on
such page of such service) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the beginning of the relevant
Collection Period for deposits in Euros with a term equivalent to one month; provided that if such rate is not available
at any such time for any reason, then “EURIBOR” with respect to any Euro Advance shall be the rate at which Euro deposits
of €5,000,000 and for a one-month maturity are offered by the principal London office of any bank (which may be the Administrative
Agent) reasonably selected by the Administrative Agent in immediately available funds in the Euro-zone interbank market at approximately
11:00 a.m. (London time) on the applicable day (or, if such day is not a Business Day, on the immediately preceding Business Day);
provided, further that, in the event that the rate as so determined above shall be less than zero, such rate shall
be deemed to be zero for purposes of this Agreement. EURIBOR shall always be determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error.


 


“Euro Advance”
means an Advance denominated in Euros.


 






    -20-


     


    

 


“Euros”
or “€” means the lawful currency of the EEA Member Countries that
have adopted and retain the single currency in accordance with the treaty establishing the European Community, as amended from
time to time.


 


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


 


“Excess
Concentration Amount” means, as of any date of determination on which any one or more of the Concentration Limitations
are exceeded, an amount (calculated by the Servicer and without duplication) equal to the Dollar Equivalent of the portion of the
Adjusted Principal Balance of each Eligible Collateral Loan that causes such Concentration Limitation to be exceeded.


 


“Excess Interest
Proceeds” means, at any time of determination, the excess of (1) amounts then on deposit in the Interest Collection Subaccount
representing Interest Proceeds over (2) the projected amount required to be paid pursuant to Section 9.01(a)(i)(A), (B), (C) and
(D), on the next Payment Date, any prepayment date or the Final Maturity Date, as applicable, in each case, as determined by the
Borrower in good faith and in a commercially reasonable manner.


 


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


 


“Excluded Affiliate”
means any portfolio company of (x) the Servicer, (y) the Equityholder or (z) any Affiliate thereof, as applicable, that is not
consolidated on the financial statements of the Servicer or the Equityholder, as applicable.


 


“Excluded
Amounts” means (a) any amount received in the Collection Account with respect to any Collateral Loan included
as part of the Collateral, which amount is attributable to the payment of any Taxes, fees or other charges imposed by any Governmental
Authority on such Collateral Loan or on any underlying asset securing such Collateral Loan and (b) any amount received in
the Collection Account (or other applicable account) representing (i) any amount representing a reimbursement of insurance
premiums, (ii) any escrows relating to Taxes, insurance and other amounts in connection with Collateral Loans which are held
in an escrow account for the benefit of the Obligor and the applicable secured party pursuant to escrow arrangements under a Related
Document, (iii) any amount received in the Collection Account with respect to any Collateral Loan sold or transferred by the Borrower
pursuant to Section 10.01 to the extent such amount is attributable to a time after the effective date of such sale, (iv) any interest
accruing on a Collateral Loan prior to the related purchase date that was not purchased by the Borrower and is for the account
of the Person from whom the Borrower purchased such Collateral Loan, and (v) any amounts deposited into the Collection Account
manifestly in error.


 


“Excluded Principal
Distributions” means Permitted Distributions of Principal Proceeds designated as “Excluded Principal Distributions”
by mutual agreement of the Servicer and Administrative Agent.


 






    -21-


     


    

 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Secured Party or required to be withheld
or deducted from a payment to a Secured Party: (a) Taxes imposed on or measured by a Secured Party’s net income (however
denominated), franchise Taxes imposed on a Secured Party, and branch profits Taxes imposed on a Secured Party, in each case, (i) by
the jurisdiction (or any political subdivision thereof) under the laws of which such Secured Party is organized or in which its
principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that
are Other Connection Taxes, (b) in the case of any Lender, U.S. federal withholding Taxes imposed on amounts payable to or
for the account of such Lender with respect to an applicable interest in an Advance pursuant to a law in effect on the date on
which (i) such Lender acquires such interest in the Advance (other than pursuant to an assignment request by the Borrower
under Section 13.03(h)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to
Section 13.03, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such
Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to
such Secured Party’s failure to comply with Section 13.03(g), and (d) Taxes imposed under FATCA.


 


“Expedited Notice
of Borrowing” has the meaning assigned to such term in Section 2.03(d).


 


“Extension Request”
means a written request by the Borrower substantially in the form of Exhibit G to extend the Facility Termination Date for an additional
period of not greater than one year.


 


“Facility
Amount” means (a) on or prior to the Facility Termination Date, an amount equal to the Maximum Facility Amount
(as such amount may be reduced from time to time pursuant to Section 2.07) and (b) following the Facility Termination
Date, the outstanding principal balance of all of the Advances.


 


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


 


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


 


“Facility
Termination Date” means the last day of the Reinvestment Period (as and to the extent extended in accordance with
Section 2.16).


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation,
rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and
implementing such Sections of the Code.


 






    -22-


     


    

 


“Federal
Funds Rate” means, for any period, the greater of (a) 0% and (b) a fluctuating interest rate per annum
equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members
of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day,
for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day
which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from
three federal funds brokers of recognized standing selected by it; provided that, if at any time a Lender is borrowing overnight
funds from a Federal Reserve Bank that day, the Federal Funds Rate for such Lender for such day shall be the average rate per
annum at which such overnight borrowings are made on that day as promptly reported by such Lender to the Borrower and the Agents
in writing. Each determination of the Federal Funds Rate by a Lender pursuant to the foregoing proviso shall be conclusive and
binding except in the case of manifest error.


 


“Fee Basis Amount”
means, for any Payment Date, an amount equal to the Aggregate Principal Balance.


 


“Final
Maturity Date” means the earlier to occur of (i) the Business Day 24 months after the Facility Termination Date
and (ii) the date on which the Final Maturity Date is declared pursuant to Section 6.01.


 


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


 


“First
Lien First Out Loan” means one or more tranches of First Lien Loans issued by an Obligor under the same Related Documents
as a First Lien Last Out Loan that at any time prior to and/or after an event of default under the Related Documents, will be paid
in full in accordance with a specified waterfall or other priority of payments as specified in the Related Documents, an agreement
among lenders or other applicable agreement before such First Lien Last Out Loan is paid.


 


“First Lien
Last Out Loan” means a Collateral Loan that would be a First Lien Loan but for the fact that at any time prior to and/or
after an event of default under the Related Documents, such Collateral Loan will be paid after any First Lien First Out Loan issued
by the Obligor has been paid in full in accordance with a specified waterfall or other priority of payments as specified in the
Related Documents, an agreement among lenders or other applicable agreement or the Obligor has a Working Capital Revolver that
is at any time prior to and/or after an event of default, senior to such Collateral Loan in payment priority or in lien priority
with respect to all collateral securing such Collateral Loan; provided that (x) if the First Out Leverage of such Collateral
Loan that is a Class 3 Loan is less than 0.50:1.00 or (y) if the First Out Leverage of such Collateral Loan that is a Class 1 Loan
or a Class 2 Loan is less than 0.75:1.00, in each case as determined by the Servicer in accordance with the Servicing Standard,
then such Collateral Loan will constitute a First Lien Loan; provided, further, that the Administrative Agent shall
have discretion to increase the First Out Leverage thresholds set forth in the proviso above in designating a Collateral Loan as
a First Lien Loan.


 






    -23-


     


    

 


“First
Lien Loan” means any Collateral Loan (for purposes of this definition, a “loan”)
that meets the following criteria:


 


(a)              
is not (and is not expressly permitted by its terms to become) subordinate to any obligation of the relevant Obligor in
any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings (other than pursuant to a Permitted
Lien, a Permitted Working Capital Lien and customary waterfall provisions contained in the applicable loan agreement or indenture);


 


(b)              
is secured by a pledge of collateral, which security interest is (i) validly perfected and first priority under Applicable
Law (subject to liens permitted under the applicable credit agreement that are reasonable for similar Collateral Loans, Permitted
Working Capital Liens and liens accorded priority by law in favor of any Governmental Authority) or (ii)(1) validly perfected and
second priority in the accounts, documents, instruments, chattel paper, letter-of-credit rights, supporting obligations, deposit
accounts, investments accounts (as such terms are defined in the UCC) and any other assets securing any Working Capital Revolver
under Applicable Law and proceeds of any of the foregoing (a first priority lien on such assets, a “Permitted Working
Capital Lien”) and (2) validly perfected and first priority (subject to liens permitted under the applicable credit agreement
that are reasonable for similar Collateral Loans and liens accorded priority by law in favor of any Governmental Authority) in
all other collateral under Applicable Law;


 


(c)               the
Servicer determines in good faith that the value of the collateral for such Collateral Loan (including based on enterprise
value) on or about the time of acquisition equals or exceeds the outstanding principal balance of the Collateral Loan plus
the aggregate outstanding balances of all other Collateral Loans of equal or higher seniority secured by a first priority
Lien over the same collateral; and


 


(d)              
for which the Obligor of such loan and its Affiliates has been designated on the date such Collateral Loan was acquired
by the Borrower as a “First Lien Loan” by the Administrative Agent.


 


“First Lien
Senior Leverage Cap” means, with respect to any Collateral Loan, if such Collateral Loan is (a) a Class 1 Loan, a Senior
Net Leverage Ratio of 6.50:1.00, (b) a Class 2 Loan, a Senior Net Leverage Ratio of 6.50:1.00 or (c) a Class 3 Loan, a Senior Net
Leverage Ratio of 5.50:1.00; provided, that the First Lien Senior Leverage Cap for any Cap Adjusted Loan shall be, if such
Cap Adjusted Loan is (a) a Class 1 Loan, a Senior Net Leverage Ratio of 7.50:1.00, (b) a Class 2 Loan, a Senior Net Leverage Ratio
of 7.50:1.00 or (c) a Class 3 Loan, a Senior Net Leverage Ratio of 6.50:1.00.


 


“First Lien
Senior Leverage Cut-Off” means, with respect to any Collateral Loan, if such Collateral Loan is (a) a Class 1 Loan, a
Senior Net Leverage Ratio of 5.50:1.00, (b) a Class 2 Loan, a Senior Net Leverage Ratio of 5.50:1.00 or (c) a Class 3 Loan, a Senior
Net Leverage Ratio of 4.50:1.00.


 






    -24-


     


    

 


“First Out Leverage”
means the ratio of (x) the sum of first out indebtedness and Working Capital Revolver capacity that is secured by a Permitted Working
Capital Lien to (y) EBITDA.


 


“Fixed
Rate Loan” means any Collateral Loan that bears a fixed rate of interest.


 


“Foreign Lender”
means a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident
for tax purposes.


 


“FRB”
has the meaning specified in the definition of Deliver.


 


“Fundamental
Amendment” means, with respect to each Lender, any amendment, modification, waiver or supplement of or to
this Agreement that would (a) increase or extend the term of the Individual Lender Maximum Funding Amounts or change the
Final Maturity Date (other than an increase of the Individual Lender Maximum Funding Amount of a particular Lender or the
addition of a new Lender agreed to by the relevant Lender), (b) extend the date fixed for the payment of principal of or
interest on any Advance or any fee hereunder, (c) reduce the amount of any such payment of principal, (d) reduce
the rate at which Interest is payable thereon or any fee is payable hereunder (other than in connection with the appointment
of a Benchmark Replacement), (e) release any material portion of the Collateral, except in connection with dispositions
permitted hereunder, (f) alter the terms of Section 9.01 or Section 13.01(b), (g) modify the definition
of the terms “Majority Lenders,” “Required Lenders,” “Maximum Available Amount,”
 “Advance Rate,” “Borrowing Base,” “Minimum OC Coverage Test,” “Collateral Quality
Test,” “Collateral Loan,” “Eligible Collateral Loan,” “Eligible Country,”
 “Minimum Equity Amount,” “Class 1 Borrowing Base,” “Class 2 Borrowing Base,” “Class
3 Borrowing Base,” “Class 1 Minimum OC Coverage Test,” “Class 2 Minimum OC Coverage Test,”
 “Class 3 Minimum OC Coverage Test,” “Class 1 Loan,” “Class 2 Loan” or “Class 3
Loan” or any component thereof defined therein (in each case, other than any administrative, non-material amendment
agreed to by the Borrower and the Administrative Agent), (h) modify in any other manner the number or percentage of the
Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof or
(i) extend the Reinvestment Period, in each case to the extent such amendment, modification, waiver or supplement
relates to such Lender.


 


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


 


“GBP Advance”
means an Advance denominated in Pounds Sterling.


 


“GBP Collection
Account” means the single, segregated account with respect to Collections in Pounds Sterling at the Securities Intermediary
in the name of the Borrower subject to the lien of the Collateral Agent for the benefit of the Secured Parties.


 


“Government
Security” has the meaning specified in the definition of Deliver.


 


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


 






    -25-


     


    

 


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


 


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


 


“Highest
Required Investment Category” means (a) with respect to ratings assigned by Moody’s, “Aa2”
or “P-1” for one month instruments, “Aa2” and “P-1” for three month instruments, “Aa3”
and “P-1” for six month instruments and “Aa2” and “P-1” for instruments with a term in excess
of six months and (b) with respect to rating assigned by S&P, “A-1” for short-term instruments and “A”
for long-term instruments.


 


“Indemnified
Party” has the meaning assigned to such term in Section 13.04(b).


 


“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on
account of any obligation of the Borrower under any Facility Document and (b) to the extent not otherwise described in clause (a),
Other Taxes.


 


“Independent
Accountants” has the meaning assigned to such term in Section 8.09(a).


 


“Independent
Director” means a natural person who, (A) for the five-year period prior to his or her appointment as
Independent Director, has not been, and during the continuation of his or her service as Independent Director is not:
(i) an employee, director, stockholder, member, manager, partner or officer of the Borrower, the Equityholder or any of
their respective Affiliates (other than his or her service as an Independent Director or officer of the Borrower or other
Affiliates that are structured to be “bankruptcy remote”); (ii) a customer or supplier of the Borrower, the
Equityholder or any of their respective Affiliates (other than his or her service as an Independent Director or officer of
the Borrower or any other Affiliates that are structured to be “bankruptcy remote”); (iii) a Person
controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Borrower or
any Affiliate of the Borrower or (iv) any member of the immediate family of a person described in clauses (i), (ii)
or (iii); and (B) has (i) prior experience as an independent director for a Person whose charter documents required
the consent of the independent director thereof before such Person could consent to the institution of bankruptcy or
insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating
to bankruptcy and (ii) at least three years of employment experience with one or more entities that provide, in the
ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or
structured finance instruments, agreements or securities.


 


“Individual
Lender Maximum Funding Amount” means, as to each Lender on any date of determination, the maximum amount of Advances
to the Borrower that may be lent by such Lender pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding
for such Lender up to but not exceeding the amount applicable to such Lender on such date of determination as specified on Schedule
1 or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Individual Lender Maximum Funding Amount,
as applicable, as such amount may be reduced from time to time pursuant to Section 2.07 or increased or reduced from time to time
pursuant to assignments effected in accordance with Section 13.06(a).


 






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“Ineligible
Collateral Loan” means, at any time, a Collateral Loan or any portion thereof, that fails to satisfy any criteria
of the definition of Eligible Collateral Loan as of the date when such criteria are applicable (other than any criteria that has
been waived pursuant to the definition thereof); it being understood that such criteria in the definition of Eligible Collateral
Loan that is specified to be applicable only as of the date of acquisition of such Collateral Loan shall not be applicable after
the date of acquisition of such Collateral Loan.


 


“Initial
AUP Report Date” has the meaning assigned to such term in Section 8.09(a).


 


“Insolvency
Event” means, with respect to a specified Person, (a) the filing of a decree or order for relief by a
court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary
case under the Bankruptcy Code or any other applicable insolvency law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its
property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain
unstayed and in effect for a period of sixty (60) consecutive days; or (b) the commencement by such Person of a
voluntary case under the Bankruptcy Code or any other applicable insolvency law now or hereafter in effect, or the consent by
such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to
the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official for such Person or for any substantial part of its property, or the making by such Person of any general assignment
for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the
taking of action by such Person in furtherance of any of the foregoing.


 


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


 


“Interest”
means, with respect to the Advances made with respect to each Loan Class for each Interest Accrual Period (or any other period),
the sum of the products (for each day elapsed during such Interest Accrual Period or other period) of:


 





 


where:


 


IR        =         the Interest
Rate applicable to such Class for such day;


 


P         =        the principal
amount of the Advances made in respect of such Loan Class outstanding on such day; and


 






    -27-


     


    

 


D         =        360 days.


 


“Interest
Accrual Period” means (a) with respect to the first Payment Date, the period from and including the Closing
Date to and including day before the first Business Day of the calendar month in which such Payment Date occurs and (b) with
respect to any subsequent Payment Date, the period from and including the first Business Day of the calendar month in which the
preceding Payment Date occurred and ending on the day before the first Business Day of the calendar month in which such Payment
Date occurs; provided that the final Interest Accrual Period hereunder shall end on and include the day prior to the payment
in full of the Advances hereunder.


 


“Interest
Collection Subaccount” has the meaning assigned to such term in Section 8.02(a)(ii).


 


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


 


(a)              
all payments of interest and other income received in cash by the Borrower during such Collection Period on the Collateral
Loans (including interest purchased with Principal Proceeds, interest and other income received in cash on Ineligible Collateral
Loans and the accrued interest received in cash in connection with a sale of any such Collateral Loan during such Collection Period);


 


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


 


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


 


(d)              
commitment fees, facility fees, anniversary fees, ticking fees and other similar fees received by the Borrower during such
Collection Period unless the Servicer has determined in its sole discretion that such payments are to be treated as Principal Proceeds;


provided that:


 


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


 


(2)       any
amounts received in respect of any Equity Security that was received in exchange for a Defaulted Collateral Loan will constitute
Principal Proceeds (and not Interest Proceeds) until the aggregate of all collections in respect of such Equity Security equals
the outstanding Principal Balance of the related Collateral Loan, at the time it became a Defaulted Collateral Loan, for which
such Equity Security was received in exchange.


 






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“Interest
Rate” means, for any Class as of any date of determination, an interest rate per annum equal to the Applicable
Index (or, with respect to LIBOR (Dollar), if at any time LIBOR (Dollar) cannot be determined, the Base Rate or Benchmark Replacement,
as applicable) plus the Applicable Margin.


 


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


 


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


 


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


 


“Lender Fee
Letter” means that certain fee letter, dated as of the Closing Date, by and among the Lenders, the Borrower and the Servicer,
as amended or supplemented from time to time, and any other fee letter between a Lender, the Borrower and the Servicer that identifies
itself as a Lender Fee Letter hereunder.


 


“Liabilities”
means all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable
and documented out-of-pocket fees and expenses of agents, experts and outside attorneys) and disbursements of any kind or nature
whatsoever.


 


“LIBOR
(Dollar)” means, for any LIBOR Period, with respect to any Dollar Advance (or portion thereof), the ICE Benchmark
Administration Limited London interbank offered rate per annum for deposits in Dollars for a period equal to one month as
displayed in the Bloomberg Financial Markets System (or such other page on that service or such other service designated by the
ICE Benchmark Limited for the display of such administration’s London interbank offered rate for deposits in Dollars) as
of 11:00 a.m., London time on the day that is two Business Days prior to the first day of the LIBOR Period (the “Screen
Rate”); provided that, subject to Section 2.18, if the Administrative Agent determines that the relevant foregoing
sources are unavailable for the relevant LIBOR Period, LIBOR (Dollar) shall mean the rate of interest determined by the Administrative
Agent to be the average (rounded upward, if necessary, to the nearest 1/100th of 1%) of the rates per annum at which deposits
in Dollars are offered to the Administrative Agent two (2) Business Days preceding the first day of such LIBOR Period by four leading
banks (selected by the Administrative Agent after consultation with the Borrower) in the London or other offshore interbank market
for Dollars as of 11:00 a.m. for delivery on the first day of such LIBOR Period, for the number of days comprised therein and in
an amount comparable to the amount of the Administrative Agent’s portion of the relevant Advance; provided, if such rate
is less than 0.25%, such rate shall be deemed to be 0.25% for purposes of this Agreement.


 






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“LIBOR
(GBP)” means, for any LIBOR Period, with respect to any GBP Advance (or portion thereof), the rate per annum
(carried out to the fifth decimal place) equal to the rate determined by the Administrative Agent to be the offered rate that
appears on the Reuters Screen LIBOR01 Page (or, in each case, on any applicable successor or substitute page of such service,
providing rate quotations comparable to those currently provided on such page of such service (including by any successor to
the British Bankers Association in providing or calculating “LIBOR” with respect to Pounds Sterling)) at
approximately 11:00 a.m. (London time) two (2) Business Days prior to the beginning of such LIBOR Period for deposits in
Pounds Sterling, with a term equivalent to one month; provided that if such rate is not available at any such time for
any reason, then “LIBOR (GBP)” with respect to any GBP Advance shall be the rate at which Pounds Sterling
deposits of £2,500,000, and for a one-month maturity are offered by the principal London office of any bank (which may
be the Administrative Agent) reasonably selected by the Administrative Agent in immediately available funds in the London
interbank market at approximately 11:00 a.m. (London time) on the applicable day (or, if such day is not a Business Day, on
the immediately preceding Business Day); provided, further that, in the event that the rate as so determined
above shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. LIBOR (GBP) shall always
be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


“LIBOR Period”
means (a) with respect to the first LIBOR Period, the period from and including the Closing Date to and including the day before
the first Business Day of December 2020 and (b) with respect to any subsequent LIBOR Period, the period commencing from and including
the first Business Day after the previous LIBOR Period ended and ending on the day before the first Business Day of the next calendar
month; provided that the final LIBOR Period hereunder shall end on and include the day prior to the payment in full of the
Advances hereunder.


 


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


 


“Lien Release
Dividend” has the meaning assigned to that term in Section 10.01(f).


 


“Lien Release
Dividend Date” means the date specified by the Borrower, which date may be any Business Day, provided written notice
is given in accordance with Section 10.01(f).


 


“Listed
Collateral Loan” means, at any time, a Class 1 Loan for which three or more bids are quoted and available from
a Pricing Source, subject in each case to the proviso in the definition of “Listed Value”.


 






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“Listed
Value” means, for any Listed Collateral Loan at any time, the bid price for such Collateral Loan most recently
quoted by a Pricing Source; provided that, if the Servicer reasonably believes that the price quoted by any such source
is based on less than three bona fide bids, then at the Servicer’s election, upon notice thereof from the Servicer
to the Administrative Agent, such Collateral Loan will not be considered a “Listed Collateral Loan” and the “Loan
Value” of such Collateral Loan will be determined in accordance with clause (b)(ii) of the definition of Loan Value.


 


“LLC Agreement”
means the Amended and Restated Limited Liability Company Agreement of the Borrower (as amended, restated, amended and restated,
or otherwise modified).


 


“Loan Class”
means a Class 1 Loan, a Class 2 Loan or a Class 3 Loan, as applicable.


 


“Loan Sale Agreement”
means that certain Purchase and Sale Agreement, dated as of the Closing Date, by and between the Equityholder and the Borrower,
as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


“Loan Type”
means a First Lien Loan, a First Lien Last Out Loan or a Second Lien Loan, as applicable.


 


“Loan
Value” means, with respect to each Collateral Loan, as of any date of determination and expressed as a percentage
of the Principal Balance of such Collateral Loan, a percentage equal to:


 


(a)              
if a Revaluation Event has not occurred with respect to such Collateral Loan, the purchase price of such Collateral Loan
(excluding any original issue discount of 4% or less);


 


(b)              
if a Revaluation Event has occurred with respect to such Collateral Loan and such Collateral Loan is not a Defaulted Collateral
Loan:


 


(i)               
if such Collateral Loan is a Listed Collateral Loan as of such date, the lesser of (x) the Listed Value of such Collateral
Loan as at such date and (y) the purchase price of such Collateral Loan; and


 


(ii)              
if such Collateral Loan is not a Listed Collateral Loan as of such date (A) and the Servicer provides three bona fide
bids that are acceptable to the Administrative Agent (in its sole discretion), the average of such bona fide bids; otherwise
(B) the fair market value of such Collateral Loan as determined by the Administrative Agent in its sole discretion; and


 


(c)              
if a Revaluation Event has occurred with respect to such Collateral Loan and such Collateral Loan is a Defaulted Collateral
Loan, the fair market value of such Collateral Loan as determined by the Administrative Agent in its sole discretion.


 






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If the Borrower
disagrees with the Loan Value assigned by the Administrative Agent to a Collateral Loan pursuant to clauses (b)(ii) or
(c) above (an “Agent Valuation”), then the Borrower may at its
own expense and within sixty (60) days from the date on which the Administrative Agent assigned the Agent Valuation (the
 “Dispute Period”) obtain an Appraisal (the “New
Valuation”) from an Approved Valuation Firm or a valuation firm selected by the Borrower with the consent of
the Administrative Agent (such process, a “Valuation Agent
Dispute”). Such Appraisal must be no older than 30 days to be a valid New Valuation. If a New Valuation is
obtained during the Dispute Period, then the New Valuation shall be treated as the amended Loan Value, otherwise the Agent
Valuation shall be treated as the amended Loan Value. During the Dispute Period, the Loan Value shall be the Agent Valuation.
The Administrative Agent may, in its sole discretion, further amend the Loan Value in respect of such Collateral Loan on any
subsequent date, subject to the valuation procedures and dispute mechanics set forth above, and such further determination
shall constitute the Loan Value; provided, that (x) to the extent the New Valuation is treated as the amended Loan
Value, such New Valuation shall be the Loan Value for at least 90 days after such New Valuation becomes effective as the
amended Loan Value and (y) the Administrative Agent may only amend such Loan Value during such 90 day period (i) if the
Administrative Agent or the Servicer obtains knowledge of additional adverse information relevant to such Collateral Loan or
Obligor or following the occurrence of a subsequent Revaluation Event; or (ii) in the case of a Class 1 Loan, if the Listed
Value has declined by the lower of 10% or 7.5 points from the prior valuation. For the avoidance of doubt, the Borrower may
at any time resubmit a New Valuation for any Collateral Loan for approval by the Administrative Agent.


 


“Majority
Lenders” means, as of any date of determination, the Administrative Agent and Lenders having an aggregate Percentage
greater than 50%; provided, however, that if any Lender shall be a Defaulting Lender at such time, then Advances owing to such
Defaulting Lender and such Defaulting Lender’s unfunded Individual Lender Maximum Funding Amounts shall be excluded from
the determination of Majority Lenders.


 


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


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, financial condition or operations
of the Borrower or the Servicer either individually or taken as a whole, (b) the validity or enforceability of this Agreement,
the LLC Agreement or any other Facility Document or the validity, enforceability or collectability of the Collateral Loans or the
Related Documents generally or any material portion of the Collateral Loans or the Related Documents, (c) the rights and remedies
of the Administrative Agent, the Lenders and the other Secured Parties with respect to matters arising under this Agreement or
any other Facility Document, (d) the ability of each of the Borrower or the Servicer to perform its obligations under any
Facility Document to which it is a party, or (e) the status, existence, perfection, priority or enforceability of the Collateral
Agent’s Lien on the Collateral.


 


“Material Default”
means any event which, with the passage of time, the giving of notice, or both, would (if not cured or otherwise remedied during
such time) constitute an Event of Default other than an Event of Default under Sections 6.01(o).


 


“Material
Modification” means, with respect to any Collateral Loan, any amendment, waiver, consent or modification of, or
supplement to or inaction with, a Related Document with respect thereto (it being understood that a release document or similar
instrument executed or delivered in connection with a disposition that is otherwise permitted under the applicable Related Documents
shall not constitute an amendment or modification to such Related Document) executed or effected after the date on which such Collateral
Loan is acquired by the Borrower, that:


 






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(a)              
reduces, defers or forgives any principal amount of such Collateral Loan;


 


(b)              
reduces or forgives one or more interest payments which reduces the spread or coupon by more than 50 basis points or permits
any interest due with respect to such Collateral Loan in cash to be deferred or capitalized and added to the principal amount of
such Collateral Loan (other than any deferral or capitalization already expressly permitted by the terms of its Related Documents
or pursuant to the application of a pricing grid, in each case, as of the date such Collateral Loan was acquired by the Borrower);


 


(c)              extends,
delays or waives any date fixed for any scheduled payment (including at maturity) or mandatory prepayment of principal on
such Collateral Loan, subject to any grace period agreed to by the Administrative Agent at the time of such modification; provided that
a “Material Modification” shall not be deemed to have occurred pursuant to this clause (c) if (x) the Average
Life of such Collateral Loan is increased by not more than the lesser of (i) six months or (ii) 20% from its Average Life on
the related date of acquisition of such Collateral Loan by the Borrower and (y) the Senior Net Leverage Ratio of such
Collateral Loan is not more than 85% of the maximum established in the Senior Net Leverage Ratio covenant of such Collateral
Loan;


 


(d)              
in the case of a First Lien Last Out Loan or a First Lien Loan, contractually or structurally subordinates such Collateral
Loan by operation of a priority of payments, turnover provisions or the transfer of assets in order to limit recourse to the related
Obligor (other than as permitted by the terms of the Related Documents on the date such Collateral Loan was acquired);


 


(e)              
substitutes, alters, releases or terminates any material portion of the underlying assets securing such Collateral Loan
(other than as expressly permitted by the Related Documents as of the date such Collateral Loan was acquired by the Borrower) or
releases any material guarantor or co-Obligor from its obligations with respect thereto, and each such substitution, alteration,
release or termination materially and adversely affects the value of such Collateral Loan (as determined in the commercially reasonable
discretion of the Administrative Agent);


 


(f)               modifies
any term or provision of the Related Documents of such Collateral Loan that materially impacts in a manner adverse to the lenders
the calculation of any financial covenant, the definition of “Permitted Liens” (or any analogous definition), or the
determination of any default or event of default with respect to the related Collateral Loan;


 


(g)              
results in change of currency of the Collateral Loan; or


 


(h)              
any other modification not set forth in clauses (a) through (g) above which, in the reasonable discretion of the Administrative
Agent after consultation with the Borrower, is material and adverse to the value of such Collateral Loan.


 






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“Maximum
Available Amount” means, on any date of determination, an amount equal to the lesser of:


 


(a)              
the Maximum Facility Amount at such time; and


 


(b)              the
Borrowing Base (calculated after giving effect to the deposit or investment of such borrowed funds on the borrowing date).


 


“Maximum
Facility Amount” means $300,000,000 (as such amount may be reduced pursuant to Section 2.07); provided
that it is understood that the loan facility established under this Agreement is an uncommitted facility and there is no
express or implied commitment on the part of the Administrative Agent or any Lender to provide any Advance except that, in
the case of Collateral Loans approved by means of an Approval Request or Approved List, the Lenders shall have committed to
fund the related Advances (up to the amount(s) specified in the related Approval Request or Approved List), provided that the
related conditions precedent set forth in Article III are satisfied with respect to such Advances on the applicable Borrowing
Date.


 


“Maximum Portfolio
Amount” means, as of any date of determination, the sum of (i) the Maximum Facility Amount as of such date and (ii) the
aggregate amount of all contributions by the Equityholder to the Borrower (other than contributions made to cure a Default or an
Event of Default) less any principal distributions that constitute a return of capital to the Equityholder other than Excluded
Principal Distributions.


 


“Maximum Weighted
Average Life Test” means a test that will be satisfied on any date of determination if the Weighted Average Life of the
Collateral Loans as of such date is less than or equal to seven (7.0) years.


 


“Measurement
Date” means (a) the Closing Date, (b) each Borrowing Date, (c) each Payment Date Report Determination
Date and (d) each other date reasonably requested by the Administrative Agent.


 


“Mezzanine
Obligations” means unsecured obligations that are contractually subordinated in right of payment to other debt
of the same issuer.


 


“Minimum Equity
Amount” means, at any time, the product of (a) 10% and (b) the Maximum Facility Amount.


 


“Minimum OC
Coverage Test” means, as of any date, a test that is satisfied if the OC Ratio as of such date is equal to or greater
than 1.00:1.00.


 


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


 


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


 


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


 


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


 






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“Net-Debt-to-Recurring-Revenue
Ratio” means, with respect to any Collateral Loan for any period, the meaning of
 “Net-Debt-to-Recurring-Revenue Ratio” or any comparable term defined in the Related Documents for such Collateral
Loan, and in any case that “Net-Debt-to-Recurring-Revenue Ratio” or such comparable term is not defined in such
Related Documents, the ratio of (a) indebtedness of the related Obligor under such Collateral Loan and all other indebtedness
of such Obligor that is senior or pari passu in right of payment to such Collateral Loan minus Unrestricted
Cash and cash equivalents to (b) TTM Recurring Revenue, as calculated by the Servicer in good faith in accordance with the
Servicing Standard using information from and calculations consistent with the relevant compliance statements and financial
reporting packages provided by the relevant Obligor as per the requirements of the Related Documents; provided that,
in the event of a lack of any such information necessary to calculate the Net-Debt-to-Recurring-Revenue Ratio for any
Collateral Loan, the Net-Debt-to-Recurring-Revenue Ratio for such Collateral Loan shall be a ratio calculated by the
Administrative Agent in its sole discretion after consultation with the Servicer or, if agreed to by the Administrative
Agent, by the Servicer in good faith in accordance with the Servicing Standard.


 


“Non-Approval
Event” has the meaning assigned to such term in the Lender Fee Letter.


 


“Non-Dollar
Sublimit” means 20% of the Maximum Facility Amount.


 


“Note”
means each promissory note, if any, issued by the Borrower to a Lender in accordance with the provisions of Section 2.04(b),
substantially in the form of Exhibit A.


 


“Notice
of Borrowing” has the meaning assigned to such term in Section 2.03(a).


 


“Notice
of Prepayment” has the meaning assigned to such term in Section 2.06(a).


 


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


 


“Obligor”
means, in respect of any loan, each Person obligated to pay Collections in respect of such loan, including any applicable guarantors;
provided that for purposes of determining the domicile of an Obligor for purposes of the definitions of Concentration Limitations
and Eligible Collateral Loan, the term “Obligor” shall only include the Person in respect of which the Collateral Loan
was principally underwritten.


 


“Obligor Measurement
Date” means the last day of each relevant period for which an Obligor delivers financial reporting information that includes
the calculation of financial covenants, as certified by a Responsible Officer of such Obligor (which is required to occur no less
frequently than quarterly).


 






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“OC Ratio”
means, as of any Business Day, the ratio of (a) the Borrowing Base to (b) the sum of (x) the Dollar Equivalent of the aggregate
outstanding principal balance of the Advances and (y) the Dollar Equivalent of the aggregate purchase price of all Collateral Loans
for which the Borrower has entered into a binding commitment to purchase that have not yet settled.


 


“OC Ratio Breach”
means, on any Business Day, a failure of the Minimum OC Coverage Test.


 


“OC
Ratio Posting Payment” has the meaning assigned to such term in Section 6.02(a).


 


“OECD”
means the Organisation for Economic Co-Operation and Development.


 








“OFAC”
means the U.S. Office of Foreign Assets Control.


 


“Ongoing Recurring
Revenue Loan Eligibility” means a Collateral Loan that satisfies the definition of Recurring Revenue Loan and has a Net-Debt-to-Recurring-Revenue
Ratio of 3.00x or less as of the most recent Obligor Measurement Date.


 


“Optional Sale”
has the meaning assigned to such term in Section 10.01(e).


 


“Optional Sale
Date” means any Business Day, provided 45 days’ prior written notice is given in accordance with Section 10.01(e).


 


“Other
Connection Taxes” means, in the case of any Secured Party, any Taxes imposed as a result of a present or former
connection between such Secured Party and the jurisdiction imposing such Tax (other than connections arising from such Secured
Party having executed, delivered, become a party to, performed obligations under, received payments under, received or perfected
a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, the Notes or any other Facility
Document).


 


“Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes
that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt
or perfection of a security interest under, or otherwise with respect to any Facility Document, except any such Taxes that are
Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 13.03(h)).


 


“Partial
PIK Loan” means a Collateral Loan that requires the Obligor to pay only a portion of the accrued and unpaid interest
in Cash on a current basis, the remainder of which is or can be deferred and paid later; provided that (x) the portion of
such interest required to be paid in Cash pursuant to the terms of the applicable Related Documents carries a current Cash pay
interest rate paid at a fixed rate of not less than 3.5% per annum, (y) the terms of the applicable Related Documents
do not permit the amount of current Cash pay interest to be less than 25% of the ordinary specified interest at any time and (z) the
terms of the applicable Related Documents do not permit any accrued and unpaid interest to be deferred for more than 12 months
or paid later than the date that is 12 months after the initial due date for such interest.


 






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“Participant”
means any bank or other Person to whom a participation is sold as permitted by Section 13.06(c).


 


“Participant
Register” has the meaning assigned to such term in Section 13.06(c)(ii).


 


“PATRIOT
Act” has the meaning assigned to such term in Section 13.15.


 


“Payment
Account” has the meaning assigned to such term in Section 8.03.


 


“Payment
Date” means the 17th day of each month, commencing with February 2021; provided that, if any such day
is not a Business Day, then such Payment Date shall be the next succeeding Business Day.








 


“Payment
Date Report” has the meaning assigned to such term in Section 8.07(b).


 


“Payment
Date Report Determination Date” has the meaning assigned to such term in Section 8.07(b).


 


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


 


“Percentage”
means with respect to any Lender as of any date of determination, (a) with respect to each Lender party hereto and listed
on Schedule 1, the percentage applicable to such Lender on such date of determination as specified on Schedule 1, as such amount
is reduced by any Assignment and Acceptance entered into by such Lender with an assignee or increased by any Assignment and Acceptance
entered into by such Lender with an assignor, and (b) with respect to each Lender that has become a party hereto pursuant
to an Assignment and Acceptance and not listed on Schedule 1, the percentage set forth therein as such Lender’s Percentage,
in each case as such amount is reduced by an Assignment and Acceptance entered into between such Lender and an assignee or increased
by any Assignment and Acceptance entered into by such Lender with an assignor.


 


“Permitted
Assignee” means (a) a Lender or any of its Affiliates or (b) any Person managed by a Lender or any of
its Affiliates.


 


“Permitted
Currencies” means Pounds Sterling, Euro, Canadian Dollars, Dollars and any other currency agreed to in writing
by the Administrative Agent and each Lender (and available to the Collateral Agent); provided that any currency other than
Pounds Sterling, Euro, Canadian Dollars or Dollars is subject to the establishment by the Borrower at the Custodian of one or more
Collection Accounts and Collateral Accounts into which such Collateral Agent may deposit Collateral or cash, as applicable, that
is denominated in such other currency and that is subject to the Lien of the Collateral Agent under the Account Control Agreement.


 






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“Permitted
Distribution” means, on any Business Day, distributions of (x) Interest Proceeds so long as immediately after
giving effect to such Permitted Distribution, sufficient Interest Proceeds remain to pay all amounts payable on the
immediately following Payment Date pursuant to Section 9.01(a)(i) as determined by the Servicer in good faith and/or (y)
prior to the last day of the Reinvestment Period, Principal Proceeds; provided that amounts may be distributed
pursuant to this definition so long as (i) no Event of Default has occurred and is continuing (or would occur after giving
effect to such Permitted Distribution), (ii) the Minimum OC Coverage Test is satisfied immediately prior to and immediately
after giving effect to such Permitted Distribution and (iii) solely with respect to clause (y) above, the OC Ratio as of such
date is equal to or greater than (1) if the weighted average Senior Net Leverage Ratio of all Collateral Loans owned by the
Borrower as of such date of determination (calculated for each such Collateral Loan as of the most recent Relevant Test
Period for such Collateral Loan) is less than 0.5x greater than the weighted average Senior Net Leverage Ratio of all
Collateral Loans (calculated for each such Collateral Loan as of the Relevant Test Period that immediately preceded the
acquisition of such Collateral Loan by the Borrower) (or if such condition is waived by the Administrative Agent), 1.20:1.00
or (2) otherwise, 1.25:1.00. Notwithstanding the foregoing, nothing in this definition shall limit the right or ability of
the Borrower to make a Permitted Tax Distribution.


 


“Permitted
Liens” means any of the following: (a) Liens for Taxes if such Taxes shall not at the time be due and payable
or if a Person shall currently be contesting the validity thereof in good faith by appropriate proceedings and with respect to
which reserves in accordance with GAAP have been provided on the books of such Person; (b) Liens imposed by law, such as materialmen’s,
warehousemen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising
by operation of law in the ordinary course of business for sums that are not overdue or are being contested in good faith; (c) Liens
granted pursuant to or by the Facility Documents, (d) judgement Liens not constituting an Event of Default hereunder, (e) bankers’
Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or
more accounts maintained by such Person, in each case granted in the ordinary course of business in favor of the bank or banks
with which such accounts are maintained, securing amounts owing to such bank with respect to cash management, operating account
arrangements and netting arrangements, (f) with respect to collateral underlying any Collateral Loan, the Lien in favor of the
Borrower herein and Liens permitted under the underlying instruments related to such Collateral Loan, (g) as to any agented Collateral
Loan, Liens in favor of the agent on behalf of all the lenders to the related obligor, (h) Liens of clearing agencies, broker-dealers
and similar Liens incurred in the ordinary course of business, provided that such Liens (x) attach only to the securities (or proceeds)
being purchased or sold and (y) secure only obligations incurred in connection with such purchase or sale, and not any obligation
in connection with financing and (i) precautionary Liens, and filings of financing statements under the UCC, covering assets sold
or contributed to any Person not prohibited hereunder.


 


“Permitted Offer”
means a tender offer pursuant to the terms of which the offeror offers to acquire a debt obligation (including a Collateral Loan)
in exchange for consideration consisting of (x) Cash in an amount equal to or greater than the full face amount of the debt obligation
being exchanged plus any accrued and unpaid interest or (y) other debt obligations that rank pari passu or senior to the
debt obligation being exchanged which have a face amount equal to or greater than the full face amount of the debt obligation being
exchanged and are eligible to be Collateral Loans plus any accrued and unpaid interest in Cash.


 


“Permitted Refinancing”
means any refinancing transaction undertaken by the Equityholder, the Borrower or an Affiliate of the Equityholder that is secured,
directly or indirectly, by any Collateral Loan currently or formerly included in the Collateral or any portion thereof or any interest
therein released from the Lien of this Agreement.


 






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“Permitted
Securitization” means any private or public term or conduit securitization transaction (a) undertaken by the
Equityholder, the Borrower or an Affiliate of the Equityholder, that is secured, directly or indirectly, by any Collateral
Loan currently or formerly included in the Collateral or any portion thereof or any interest therein released from the Lien
of this Agreement, including, without limitation, any collateralized loan obligation or collateralized debt obligation
offering or other asset securitization and (b) in the case of a term securitization, in which the Equityholder or an
Affiliate thereof or underwriter or placement agent has agreed to purchase or place 100% of the equity and non-investment
grade tranches of notes issued in such term securitization transaction. For the avoidance of doubt, notwithstanding any
agreement by the Equityholder or an Affiliate to purchase or place 100% of the equity in such term securitization
transaction, any such party agreeing to so purchase or place may designate other Persons as purchasers of such equity
provided such party or parties remain primarily liable therefor if such designees fail to purchase or place in connection
with the closing date of such term securitization and/or, after the closing of such term securitization, may transfer equity
it purchases at the closing thereof.


 


“Permitted Tax
Distribution” means distributions to the Equityholder (from the Collection Account or otherwise) to the extent required
to allow the Equityholder to make sufficient distributions to qualify as a “regulated investment company” within the
meaning of Section 851 of the Code and to otherwise eliminate federal or state income or excise taxes payable by the Equityholder
in or with respect to any taxable year of the Equityholder (or any calendar year, as relevant); provided that (A) the amount
of any such payments made in or with respect to any such taxable year (or calendar year, as relevant) of the Equityholder shall
not exceed 110% of the amounts that the Borrower would have been required to distribute to the Equityholder to: (i) allow the Borrower
to satisfy the minimum distribution requirements that would be imposed by Section 852(a) of the Code (or any successor thereto)
to maintain its eligibility to be taxed as a regulated investment company for any such taxable year, (ii) reduce to zero for any
such taxable year the Borrower’s liability for federal income taxes imposed on (x) its investment company taxable income
pursuant to Section 852(b)(1) of the Code (or any successor thereto) or (y) its net capital gain pursuant to Section 852(b)(3)
of the Code (or any successor thereto), and (iii) reduce to zero the Borrower’s liability for federal excise taxes for any
such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto), in the case of each of (i), (ii) or
(iii), calculated assuming that the Borrower had qualified to be taxed as a regulated investment company under the Code, (B) after
the occurrence and during the continuance of an Event of Default, the amount of Permitted Tax Distributions made in any calendar
quarter shall not exceed U.S.$1,500,000 (or such greater amount consented to by the Administrative Agent in its sole discretion)
and (C) amounts may be distributed pursuant to this definition only to the extent of available Excess Interest Proceeds and/or
Principal Proceeds and only so long as (x) the Minimum OC Coverage Test is satisfied immediately prior to and immediately after
giving effect to such Permitted Tax Distribution (unless otherwise consented to by the Administrative Agent in its sole discretion),
(y) the Borrower certifies the above in a RIC Distribution Notice to the Administrative Agent at least two (2) Business Days prior
to the applicable distribution and (z) the Borrower provides at least two (2) Business Days’ prior written notice thereof
to the Administrative Agent and the Collateral Agent.


 






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“Permitted
Working Capital Lien” has the meaning assigned to such term in the definition of “First Lien Loan”.


 


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


 


“PIK
Loan” means a loan (other than a Partial PIK Loan) that permits the Obligor thereon to defer or capitalize any
portion of the accrued interest thereon.








 


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


 


“Plan
Asset Rule” has the meaning assigned to such term in Section 4.01(m).


 


“Portfolio
Advance Rate Adjustment” means, as of any date of determination, the percentage set forth on the table below corresponding
to the highest Diversity Score then-applicable to the Collateral Loans:


 


	Diversity Score	 	Advance Rate Adjustment
	Less than 4	 	0%
	Greater than or equal to 4, but less than 6	 	50%
	Greater than or equal to 6, but less than 8	 	70%
	Greater than or equal to 8, but less than 10	 	80%
	Greater than or equal to 10, but less than 12	 	90%
	Greater than or equal to 12	 	100%



 


“Post-Default
Rate” means a rate per annum equal to the Interest Rate otherwise in effect pursuant to this Agreement
plus 2.00% per annum.


 


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


 


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


 


“Pricing Source”
means any of Loan Pricing Corporation, Mark-it Partners (formerly known as Loan X), Interactive Data Corporation or another nationally
recognized broker-dealer or nationally recognized quotation service mutually agreed from time to time by (a) the Administrative
Agent and (b) the Equityholder or Servicer.


 


“Prime
Rate” means the rate determined by BNP from time to time as its prime rate in the United States, such rate to
change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by BNP
in connection with extensions of credit to debtors.


 






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“Principal
Balance” means, with respect to any loan, as of any date of determination, the outstanding principal amount of
such loan, excluding any capitalized interest.


 


“Principal
Collection Subaccount” has the meaning assigned to such term in Section 8.02(a)(ii).


 


“Principal
Proceeds” means, with respect to any Collection Period or the related Determination Date, all amounts
received by the Borrower during such Collection Period that do not constitute Interest Proceeds, including unapplied proceeds
of the Advances and any amounts received by the Borrower as equity contributions (and not designated as Interest Proceeds in
accordance with Section 10.04).


 


“Priority
of Payments” has the meaning assigned to such term in Section 9.01(a).


 


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


 


“Proceeds”
has, with reference to any asset or property, the meaning assigned to it under Section 9-102(a)(64) of the UCC and, in any
event, shall include any and all amounts from time to time paid or payable under or in connection with such asset or property.


 


“QIB”
has the meaning assigned to such term in Section 13.06(e).


 


“Qualified
Institution” means a depository institution or trust company organized under the laws of the United States of
America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (a)(i) that
has either (A) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by
Moody’s or (B) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by
S&P or “P-1” or better by Moody’s, (ii) the parent corporation of which has either (A) a long-term
unsecured debt rating of “A” or better by S&P and “A2” or better by Moody’s or (B) a short-term
unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better
by Moody’s or (iii) is otherwise acceptable to the Administrative Agent and (b) the deposits of which are insured
by the Federal Deposit Insurance Corporation.


 


“Qualified
Purchaser” has the meaning assigned to such term in Section 13.06(e).


 


“Recipient”
means the Administrative Agent and each Lender.


 


“Recurring Revenue”
means, with respect to any Obligor, (a) the “Recurring Revenue” of such Obligor or any comparable term defined in the
Related Documents, or (b) in the case of any Collateral Loan with respect to which the Related Documents do not include a definition
of “Recurring Revenue” or any comparable term, the amount of revenues of such Obligor in respect of perpetual licenses,
subscription agreements, maintenance streams or other similar and perpetual cash flow streams, as calculated by the Administrative
Agent in its sole discretion after consultation with the Servicer or, if agreed to by the Administrative Agent, by the Servicer
in good faith in accordance with the Servicing Standard using information from and calculations consistent with the relevant compliance
statements and financial reporting packages provided by the relevant Obligor as per the requirements of the Related Documents.


 






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“Recurring Revenue
Loan” means a Collateral Loan that meets each of the following criteria as of the date of acquisition by the Borrower,
subject to waiver by the Administrative Agent in accordance with the definition of Eligible Collateral Loan hereto (for the avoidance
of doubt, if any Collateral Loan does not meet the below listed conditions, but such failure is waived by the Administrative Agent,
such Collateral Loan shall still be subject to the Advance Rates, Concentration Limitations and Revaluation Events applicable to
Recurring Revenue Loans set forth herein):





 


(a)           such
Collateral Loan is a First Lien Loan;


 


(b)           the Obligor with respect to such Collateral Loan is in a high growth industry or industry that customarily has businesses
with recurring revenue models as determined by the Administrative Agent in its sole discretion or, if agreed to by the Administrative
Agent, by the Servicer, in good faith in accordance with the Servicing Standard;


 


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


 


(d)           the Net-Debt-to-Recurring-Revenue Ratio with respect to such Collateral Loan is less than 2.50:1.00 as of the later of the
initial closing date of such Collateral Loan or the most recent Obligor Measurement Date, as applicable; and


 


(e)           the Related Documents for such Collateral Loan require the Obligor with respect to such Collateral Loan to meet a minimum
of two (2) financial covenants as determined by the Administrative Agent in its sole discretion, including a covenant for minimum
liquidity and maximum ratio of principal loan amount outstanding to TTM Recurring Revenue.


 


“Register”
has the meaning assigned to such term in Section 13.06(d).


 


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


 


“Reinvestment
Period” means the period from and including the Closing Date to and including the earlier of (a) the date
that is the third anniversary of the Closing Date (or such later date as may be agreed by the Borrower, the Administrative Agent
and each Lender pursuant to Section 2.16) and (b) the date of the termination of the Individual Lender Maximum Funding
Amounts pursuant to Section 6.01.


 


“Related
Documents” means, with respect to any Collateral Loan, (i) the loan or credit agreement evidencing such Collateral
Loan, (ii) the principal security agreement, and (iii) if the same can be obtained without undue expense or effort, all
other documents evidencing, securing, guarantying, governing or giving rise to such Collateral Loan but, for the avoidance of doubt,
excluding immaterial certificates, notices and other ancillary documentation.


 






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


 


“Replacement
Servicer” has the meaning assigned to such term in Section 11.01(c).


 


“Requested
Amount” has the meaning assigned to such term in Section 2.03(a).


 


“Required
Lenders” means, as of any date of determination, the Administrative Agent, BNP so long as it or its affiliate
is a Lender, and Lenders (including BNP and its affiliates that are then Lenders) having aggregate Percentages greater than or
equal to 66 2/3%; provided, however, that if any Lender shall be a Defaulting Lender at such time, then Advances owing
to such Defaulting Lender and such Defaulting Lender’s unfunded Individual Lender Maximum Funding Amounts shall be excluded
from the determination of Required Lenders.


 


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


 


“Responsible
Officer” means (a) in the case of (i) a corporation or (ii) a partnership or limited liability
company that, in each case, pursuant to its Constituent Documents, has officers, any chief executive officer, chief financial officer,
chief administrative officer, managing director, president, senior vice president, vice president, assistant vice president, treasurer,
director or manager, and, in any case where two Responsible Officers are acting on behalf of such entity, the second such Responsible
Officer may be a secretary or assistant secretary (provided that a director or manager of the Borrower shall be a Responsible Officer
regardless of whether its Constituent Documents provide for officers), (b) without limitation of clause (a)(ii), in the
case of a limited partnership, the Responsible Officer of the general partner, acting on behalf of such general partner in its
capacity as general partner, (c) without limitation of clause (a)(ii), in the case of a limited liability company, any
Responsible Officer of the sole member or managing member, acting on behalf of the sole member or managing member in its capacity
as sole member or managing member, (d) in the case of a trust, the Responsible Officer of the trustee, acting on behalf of
such trustee in its capacity as trustee, (e) an “authorized signatory” or “authorized officer” that
has been so authorized pursuant to customary corporate proceedings, limited partnership proceedings, limited liability company
proceedings or trust proceedings, as the case may be, and that has responsibilities commensurate with the matter for which it is
acting as a Responsible Officer: the initial “authorized signatories” of the parties hereto are set forth on Schedule
6 (as such Schedule 6 may be modified from time to time by written notice), and (f) in the case of the Custodian, the Securities
Intermediary, the Collateral Agent or Administrative Agent, an officer of the Custodian, the Securities Intermediary, the Collateral
Agent or Administrative Agent, as applicable, having direct responsibility for the administration of this Agreement.


 






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“Retained Interest”
has the meaning assigned to such term in Section 13.22(a).





 


“Retention Basis
Amount” means the nominal value of all Collateral Loans held by the Borrower from time to time.


 


“Retention Holder
Originated Collateral Loan” means (a) a Collateral Loan which the Equityholder, itself or through related entities, directly
or indirectly, was involved in the original agreement which created the obligations or potential obligations of the debtor or potential
debtor giving rise to such Collateral Loan; or (b) a Collateral Loan which the Equityholder purchased on its own account before
transferring it to the Borrower.


 


“Revaluation
Event” means, with respect to any Collateral Loan as of any date of determination, the occurrence of any one or
more of the following events after the date on which such Collateral Loan is acquired by the Borrower (any of which, for the avoidance
of doubt, may occur more than once):


 


(a)           with respect to any Class 1 Loan, (i) either S&P or Moody’s downgrades such Collateral Loan two or more notches
below the rating at the time of acquisition (provided that any credit on negative watch will be treated as having been downgraded
by one rating subcategory), (ii) S&P downgrades such Collateral Loan to “CCC+” or below or (iii) Moody’s
downgrades such Collateral Loan to “Caa1” or below;


 


(b)           the Debt Service Coverage Ratio of the Obligor of such Collateral Loan (x) decreases by 15.0% or more from the time the
Collateral Loan was acquired by the Borrower and (y) is less than 1.80:1.00;


 


(c)           (i) for Obligors with a Senior Net Leverage Ratio less than 6.50:1.00 at the time the Collateral Loan was acquired, the
Senior Net Leverage Ratio for the current period of the related Obligor with respect to such Collateral Loan increases by (x) 20.00%
and (y) 1.00:1.00, or more, in either case, from the ratio calculated on the date the Borrower acquired such Collateral Loan or
(ii) for Obligors with a Senior Net Leverage Ratio equal to or greater than 6.50:1.00 at the time the Collateral Loan was acquired,
the Senior Net Leverage Ratio for the current period of the related Obligor with respect to such Collateral Loan increases by 1.00:1.00
or more from the ratio calculated on the date the Borrower acquired such Collateral Loan, in the case of each of (i) or (ii), unless
it is agreed upon in documentation at the time of acquisition of the Collateral Loan that the Obligor is permitted to increase
leverage to consummate acquisitions pursuant to the terms of the Related Documents;


 


(d)           an Insolvency Event occurs with respect to the Obligor;


 






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(e)           an Obligor defaults in the payment of principal or interest on revolving loan facilities (after giving effect to any applicable
grace period under the Related Documents, but not to exceed five days) with respect to such Collateral Loan or any other debt obligation
of such Obligor secured by the same collateral and which is senior or pari passu to such Collateral Loan or the occurrence
of any other default with respect to such Collateral Loan, in each case, together with the election by any agent or lender (including
the Borrower) to accelerate such Collateral Loan or to enforce any other respective secured creditor rights or remedies;





 


(f)            the
occurrence of a Material Modification with respect to such Collateral Loan that was not approved by the Administrative Agent (in
its sole discretion); or


 


(g)           the related Obligor fails to deliver to the Borrower or the Servicer any financial reporting information as required by
the Related Documents of such Collateral Loan (after giving effect to any applicable grace period thereunder); provided
that, if the Servicer provides the Administrative Agent with written confirmation that such related Obligor’s failure to
delivery any such financial reporting information is not related to credit issues, then, with the consent of the Administrative
Agent (not to be unreasonably withheld), any such grace period shall be extended by an additional 30 days;


 


provided that, for any Collateral
Loan that is determined to be a Recurring Revenue Loan or a Cap Adjusted Loan, the Revaluation Events in respect of such Recurring
Revenue Loan or Cap Adjusted Loan will be determined by the Administrative Agent in its sole discretion and provided by the Administrative
Agent to the Servicer in writing prior to the initial inclusion of such Recurring Revenue Loan or Cap Adjusted Loan in the Borrowing
Base or, if agreed to by the Administrative Agent, the Revaluation Events provided by the Servicer to the Administrative Agent.


 


“Revolving
Collateral Loan” means any Collateral Loan (other than a Delayed Drawdown Collateral Loan) that is a loan (including
revolving loans, funded and unfunded portions of revolving credit lines and letter of credit facilities, unfunded commitments under
specific facilities and other similar loans and investments) that by its terms may require one or more future advances to be made
to the related Obligor by the Borrower and which provides that such borrowed money may be repaid and re-borrowed from time to time;
provided that any such Collateral Loan will be a Revolving Collateral Loan only until all commitments to make revolving advances
to the Obligor expire or are terminated or irrevocably reduced to zero.


 


“Revolving
Exposure” means, at any time, the sum of the Dollar Equivalent of the aggregate Unfunded Amount of each Collateral
Loan (including each Ineligible Collateral Loan and each Defaulted Collateral Loan) at such time.


 


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


 






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“RIC Distribution
Notice” means a written notice setting forth the calculation of the Borrower’s net taxable income (determined as
if the Borrower were a domestic corporation for U.S. federal income tax purposes) and of any Permitted Tax Distribution and certifying
that the Equityholder remains a “regulated investment company” under Subchapter M of the Code.


 


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


 


“S&P Industry
Classification” means the industry classifications set forth in Schedule 2 hereto, as such industry classifications shall
be updated at the option of the Servicer if S&P publishes revised industry classifications. The determination of which S&P
Industry Classification to which an Obligor belongs shall be made in good faith by the Servicer.





 


“Sale Settlement
Condition” means, with respect to any binding commitment of the Borrower to sell a Collateral Loan, a condition that
is beyond the control of the Borrower and/or the Servicer, as certified in writing by the Servicer to the Administrative Agent,
which has resulted in the settlement of such sale not occurring within 30 days of the date of the Borrower entering into such binding
commitment to sell.


 


“Sale Settlement
Pending Collateral” means, on any date of determination, Collateral Loans that the Borrower, within the immediately preceding
30 days (or if a Sale Settlement Condition applies, within the immediately preceding 60 days (or any longer period to which the
Administrative Agent may agree)), has entered into a binding commitment to sell that has not settled.


 


“Sanctioned
Country” has the meaning given to such term in Section 4.01(r).


 


“Sanctioned
Person” has the meaning given to such term in Section 4.01(r).


 


“Sanctions”
means any economic or trade sanctions or restrictive measures enacted, administered, imposed or enforced by the U.S. Department
of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council,
the European Union or any EU member state, the French Republic, Her Majesty’s Treasury and/or any other relevant sanctions
authority.


 


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


 


“Screen
Rate” has the meaning assigned to it in the definition of “LIBOR (Dollar).”


 


“Second
Lien Loan” means any Collateral Loan (for purposes of this definition, a “loan”)
that meets the following criteria:


 


(a)           is secured by a pledge of collateral, which security interest is validly perfected and second priority (subject to liens
permitted under the related underlying instruments that are reasonable and customary for similar Collateral Loans) under Applicable
Law (other than a Collateral Loan that is second priority to a Permitted Working Capital Lien); and


 






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(b)           the Servicer determines in good faith that the value of the collateral securing the Collateral Loan (including based on
enterprise value) on or about the time of origination or acquisition by the Borrower equals or exceeds the outstanding principal
balance of the Collateral Loan plus the aggregate outstanding balances of all other Collateral Loans of equal or higher seniority
secured by the same collateral.


 


“Secured
Parties” means the Administrative Agent, the Collateral Agent, the Custodian, each Lender and the Securities Intermediary.





 


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


 


“Securities
Intermediary” means U.S. Bank in its capacity as Securities Intermediary under the Account Control Agreement and
any other entity as defined in Section 8-102(a)(14) of the UCC.


 


“Securitisation
Regulation” means Regulation (EU) 2017/2402.


 


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


 


“Senior
Net Leverage Ratio” means, with respect to any Collateral Loan for any Relevant Test Period, the meaning of “Senior
Net Leverage Ratio” or any comparable term defined in the Related Documents for such Collateral Loan, and in any case that
 “Senior Net Leverage Ratio” or such comparable term is not defined in such Related Documents, the ratio of (a) total
indebtedness of the Obligor (other than indebtedness of such Obligor that is junior in terms of lien subordination to indebtedness
of such Obligor held by the Borrower) minus Unrestricted Cash and cash equivalents to (b) EBITDA as calculated by the
Servicer in accordance with the Servicing Standard.


 


“Servicer”
means Morgan Stanley Direct Lending Fund, in its capacity as servicer hereunder and any successor thereto in accordance herewith.


 


“Servicer
Expense Cap” means, for any Payment Date, an amount not to exceed $75,000 during any twelve (12) month period.


 


“Servicer
Expenses” means the out-of-pocket expenses incurred by the Servicer in connection with the Facility Documents.


 


“Servicer Fee”
means, for any Collection Period, an amount equal to the product of (i) 0.50% per annum multiplied by (ii) the Fee Basis
Amount (calculated on the basis of a 360-day year and the actual number of days elapsed in the related Collection Period); provided
that, the Servicer Fee is waived so long as Morgan Stanley Direct Lending Fund is the Servicer.


 


“Servicer
Removal Event” means any one of the following events:


 


(a)           except as set forth in another clause of this definition, the Servicer breaches in any material respect any covenant or
agreement applicable to it under this Agreement or any other Facility Document to which it is a party (it being understood that
failure to meet the Minimum OC Coverage Test, any Concentration Limitation or the Collateral Quality Test is not a breach under
this clause (a)), and, if capable of being cured, is not cured within 30 days of the earlier of (i) a Responsible Officer
of the Servicer acquiring actual knowledge of such breach or (ii) the Servicer receiving written notice from either Agent
of such breach;


 






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(b)           [reserved];





 


(c)           an
act by the Servicer, or any of its senior investment personnel actively involved in managing the portfolio of the Borrower, that
constitutes fraud or criminal activity in the performance of its obligations under the Facility Documents or the Servicer or any
of its senior investment personnel actively involved in managing the portfolio of the Borrower being indicted for a criminal offense
materially related to its asset management business; provided that the Servicer will be deemed to have cured any event
of cause pursuant to this clause (c) if the Servicer (A)(x) with respect to any such person indicted for a criminal offense materially
related to its asset management business, removes or causes the removal of such person from having any responsibility for the
performance of the Servicer in managing the portfolio of the Borrower, or (y) terminates or causes the termination of employment
of all individuals who engaged in the conduct constituting cause pursuant to this clause (c) and (B) makes the Borrower whole
for any actual financial loss that such conduct caused the Borrower;


 


(d)           the failure of any representation, warranty, or certification made or delivered by the Servicer in or pursuant to this Agreement
or any other Facility Document to be correct when made that has a Material Adverse Effect on the Borrower or any Secured Party
and is either incapable of being cured or is not cured within 30 days of the earlier of (i) a Responsible Officer of the Servicer
acquiring actual knowledge of such breach or (ii) the Servicer receiving written notice from either Agent of such breach;


 


(e)           the rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the
payment of money in excess individually or in the aggregate of $100,000,000, with respect to the Servicer (in each case, net of
amounts covered by insurance), and the Servicer shall not have either (i) discharged, satisfied or provided for the discharge
or satisfaction of any such judgment, decree or order in accordance with its terms or (ii) perfected a timely appeal of such
judgment, decree or order and caused the execution of same to be stayed, vacated or bonded during the pendency of the appeal, in
each case, within sixty (60) days from the date of entry thereof;


 


(f)            the Servicer shall have made payments to settle any litigation, claim or dispute (in each case, net of amounts covered by
insurance) totaling more than, in the aggregate, $100,000,000;


 


(g)           an Insolvency Event relating to the Servicer occurs;


 


(h)           except as permitted hereunder, the Servicer or an Affiliate thereof ceases to be the Servicer;


 






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(i)            any failure by the Servicer to deliver any required reporting under the Facility Documents on or before the date occurring
five (5) Business Days after the date such report is required to be made;


 


(j)            any
failure by the Servicer to deposit or credit, or to deliver for deposit, in the Covered Accounts any amount required
hereunder to be so deposited, credited or delivered by it, or to make any distributions therefrom required by it, in each
case on or before the date occurring three (3) Business Days after the date such deposit or distribution is required to be
made by the Servicer; or


 


(k)           a Change of Control occurs.


 


“Servicer
Removal Notice” shall have the meaning assigned to such term in Section 11.01(b).


 


“Servicing
Standard” has the meaning assigned to such term in Section 11.02(d).


 


“Solvent”
means, as to any Person, such Person is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy
Code or Section 271 of the Debtor and Creditor Law of the State of New York.


 


“Specified
Eligible Investment” means an Eligible Investment meeting the requirements of Section 8.06(a) and that is
available to the Collateral Agent, specified by the Servicer to the Collateral Agent (with a copy to the Administrative Agent)
on or prior to the initial Borrowing Date; provided that, so long as no Event of Default shall have occurred and then be
continuing, at any time with not less than five Business Days’ notice to the Collateral Agent (with a copy to the Administrative
Agent) the Servicer may (and, if the then Specified Eligible Investment is no longer available to the Collateral Agent, shall)
designate another Eligible Investment that meets the requirements of Section 8.06(a) and that is available to the Collateral
Agent to be the Specified Eligible Investment for purposes hereof. After the occurrence and continuation of an Event of Default,
a Specified Eligible Investment shall mean an Eligible Investment meeting the requirements of Section 8.06(a) and which has
been selected by the Administrative Agent and specified to the Collateral Agent.


 


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


 


“Structuring
Agent” means BNP Paribas Securities Corp.


 


“Substitute
Eligible Collateral Loan” means each Eligible Collateral Loan pledged by the Borrower to the Collateral Agent, on behalf
of the Secured Parties, pursuant to Section 10.01(d).


 






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“Synthetic
Security” means a security or swap transaction (excluding, for purposes of this Agreement, a participation interest)
that has payments associated with either payments of interest and/or principal on a reference obligation or the credit performance
of a reference obligation.





 


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


 


“Trade
Date” has the meaning assigned to such term in Section 1.04(l).


 


“TTM Recurring
Revenue” means, with respect to any Obligor and any date, the Recurring Revenue for such Obligor for the trailing twelve
months ending on such date, as calculated by the Servicer in good faith in accordance with the Servicing Standard using information
from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant
Obligor as per the requirements of the Related Documents.


 


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


 


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


 


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


 


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


 


“Unfunded
Amount” means, with respect to any Collateral Loan, as of any date of determination, the unfunded commitment of
the Borrower with respect to such Collateral Loan as of such date.


 


“Unrestricted
Cash” has the meaning assigned to the term “Unrestricted Cash” or any comparable term defined in the
Related Documents for each Collateral Loan, and in any case that “Unrestricted Cash” or such comparable term is not
defined in such Related Documents, all cash available for use for general corporate purposes and not held in any reserve account
or legally or contractually restricted for any particular purposes or subject to any lien (other than blanket liens permitted under
or granted in accordance with such Related Documents).


 






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





 


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


 


“U.S.
Tax Compliance Certificate” has the meaning assigned to such term in Section 13.03(g)(iii)(C).


 


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


 


“Weighted
Average Advance Rate” means, as of any date of determination with respect to all Eligible Collateral Loans included
in the Aggregate Net Collateral Balance, the number obtained by (a) summing the products obtained by multiplying (i) the
Advance Rate of each Eligible Collateral Loan by (ii) such Eligible Collateral Loan’s contribution to the Aggregate
Net Collateral Balance and dividing (b) such sum by the Aggregate Net Collateral Balance.


 


“Weighted
Average Class 1 Advance Rate” means, as of any date of determination with respect to all Class 1 Loans included
in the Aggregate Class 1 Net Collateral Balance, the number obtained by (a) summing the products obtained by multiplying
(i) the Advance Rate of each Class 1 Loan by (ii) such Class 1 Loan’s contribution to the Aggregate Class 1 Net
Collateral Balance and dividing (b) such sum by the Aggregate Class 1 Net Collateral Balance.


 


“Weighted
Average Class 2 Advance Rate” means, as of any date of determination with respect to all Class 2 Loans included
in the Aggregate Class 2 Net Collateral Balance, the number obtained by (a) summing the products obtained by multiplying
(i) the Advance Rate of each Class 2 Loan by (ii) such Class 2 Loan’s contribution to the Aggregate Class 2 Net
Collateral Balance and dividing (b) such sum by the Aggregate Class 2 Net Collateral Balance.


 


“Weighted
Average Class 3 Advance Rate” means, as of any date of determination with respect to all Class 3 Loans included
in the Aggregate Class 3 Net Collateral Balance, the number obtained by (a) summing the products obtained by multiplying
(i) the Advance Rate of each Class 3 Loan by (ii) such Class 3 Loan’s contribution to the Aggregate Class 3 Net
Collateral Balance and dividing (b) such sum by the Aggregate Class 3 Net Collateral Balance.


 


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


 


(a)           summing the products of (i) the Average Life at such time of each Eligible Collateral Loan multiplied by (ii)(A)
the Principal Balance plus (B) the Unfunded Amount of such Collateral Loan; and


 


(b)           dividing such sum by the sum of the Aggregate Principal Balance plus the Unfunded Amount of all Eligible Collateral
Loans as of such date.


 






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For purposes of the foregoing,
the “Average Life” is, on any date of determination with respect to any Eligible Collateral Loan, the quotient
obtained by dividing (i) the sum of the products of (A) the number of years (rounded to the nearest one hundredth thereof)
from such date of determination to the respective dates of each successive Scheduled Distribution of principal of such Collateral
Loan and (B) the respective amounts of principal of such Scheduled Distributions by (ii) the sum of all successive Scheduled Distributions
of principal on such Collateral Loan. Notwithstanding the foregoing, the Weighted Average Life of a Revolving Collateral Loan shall
be excluded from such calculation unless mutually agreed to by the Borrower and the Administrative Agent.


 


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


 


“Working Capital
Revolver” means a revolving lending facility secured on a first lien basis solely by all or a portion of the current
assets of the related obligor, which current assets subject to such security interest do not constitute a material portion of the
obligor’s total assets (it being understood that such revolving lending facility may be secured on a junior lien basis by
other assets of the related obligor).


 


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


 


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


 






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Section 1.02     Rules
of Construction. For all purposes of this Agreement and the other Facility Documents, except as otherwise
expressly provided or unless the context otherwise requires, (a) singular words shall connote the plural as well as the
singular and vice versa (except as indicated), as may be appropriate, (b) the words “herein,”
 “hereof” and “hereunder” and other words of similar import used in any Facility Document refer to
such Facility Document as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other
subdivision thereof, (c) the headings, subheadings and table of contents set forth in any Facility Document are solely
for convenience of reference and shall not constitute a part of such Facility Document nor shall they affect the meaning,
construction or effect of any provision hereof, (d) references in any Facility Document to “include” or
 “including” shall mean include or including, as applicable, without limiting the generality of any description
preceding such term, (e) any definition of or reference to any Facility Document, agreement, instrument or other
document shall be construed as referring to such Facility Document, instrument or other document as from time to time
amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements,
supplements or modifications set forth herein or any other Facility Document), (f) any reference in any Facility
Document, including the introduction and recitals to such Facility Document, to any Person shall be construed to include such
Person’s successors and assigns (subject to any restrictions set forth herein or in any other applicable agreement),
(g) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified,
supplemented or replaced from time to time, (h) any Event of Default shall be continuing until expressly waived in
writing by the requisite Lenders, (i) except as set forth herein, references herein to the knowledge or actual knowledge of a
Person shall mean the actual knowledge following due inquiry of such Person, (j) except as otherwise expressly provided for
in this Agreement, any use of “material” or “materially” or words of similar meaning in this
Agreement shall mean material, as determined by the Administrative Agent in its reasonable discretion, (k) unless otherwise
expressly stated in this Agreement, if at any time any change in generally accepted accounting principles (including the
adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set
forth in this Agreement or any other Facility Document, the Borrower and the Administrative Agent shall negotiate in good
faith to amend such covenant to preserve the original intent in light of such change; provided, that, until so
amended, (i) such covenant shall continue to be computed in accordance with the application of generally accepted accounting
principles prior to such change and (ii) the Borrower shall provide to the Administrative Agent a written reconciliation in
form and substance reasonably satisfactory to the Administrative Agent, between calculations of such covenant made before and
after giving effect to such change in generally accepted accounting principles, (l) the words “execution,”
 “signed,” “signature,” and words of like import in this Agreement shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to
the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act and (m) any reference in any Facility Document to the Interest Collection Subaccount or the
Principal Collection Subaccount (or, in each case, amounts on deposit therein) shall be deemed to include any Interest
Proceeds or any Principal Proceeds, respectively, in the CAD Collection Account, the EUR Collection Account and the GBP
Collection Account.


 


Section 1.03     Computation of Time Periods. Unless otherwise stated
in the applicable Facility Document, in the computation of a period of time from a specified date to a later specified date, the
word “from” means “from and including,” the word “through” means “to and including”
and the words “to” and “until” both mean “to but excluding.” Periods of days referred to in
any Facility Document shall be counted in calendar days unless Business Days are expressly prescribed. Unless otherwise indicated
herein, all references to time of day refer to Eastern standard time or Eastern daylight saving time, as in effect in New York
City on such day.


 






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


 


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


 


(b)           For purposes of calculating the Minimum OC Coverage Test, except as otherwise specified in the definition thereof, such
calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral
Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant
to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral Loans,
unless or until such fees are actually paid.


 


(c)           For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Loan (other
than a Defaulted Collateral Loan or an Ineligible Collateral Loan, which, unless such payments are determined likely to be received
by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed
to have Scheduled Distributions of zero) shall be the total amount of (i) payments and collections to be received during such
Collection Period in respect of such Collateral Loan, (ii) proceeds of the sale of such Collateral Loan received and, in the
case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral
Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as
scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts
referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous
Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.


 


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


 


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


 






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(f)            For
purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration
Limitations, Ineligible Collateral Loans will be treated as having a Principal Balance equal to zero. Except as otherwise provided
herein, Ineligible Collateral Loans will not be included in the calculation of the Collateral Quality Test.


 


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


 


(h)           All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base will be made
on a Trade Date basis and after giving effect to (x) all purchases or sales to be entered into on such Trade Date and (y) all Advances
requested to be made on such Trade Date plus the balance of all unfunded Advances to be made in connection with the Borrower’s
purchase of previously requested (and approved) Collateral Loans.


 


(i)            Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement
shall be the Dollar Equivalent of such amount, as applicable. Notwithstanding anything to the contrary herein, no Default shall
be deemed to have occurred and no monetary thresholds shall be deemed not complied with solely as a result of changes in the applicable
exchange rate.


 


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


 


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


 


(l)            For purposes of calculating compliance with any test under this Agreement in connection with the acquisition or disposition
of a Collateral Loan or Eligible Investment, the trade date (the “Trade Date”)
(and not the settlement date) with respect to any such Collateral Loan or Eligible Investment under consideration for acquisition
or disposition shall be used to determine whether such acquisition or disposition is permitted hereunder.


 






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ARTICLE
II





 


ADVANCES


 


Section 2.01       
Revolving Credit Facility. On the terms and subject
to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make available to the Borrower
an uncommitted revolving credit facility providing for Advances under each Class from time to time in Available Currencies on any
Business Day during the Reinvestment Period (or immediately thereafter pursuant to Section 8.04), pro rata based on
each Lender’s unused Individual Lender Maximum Funding Amount as of such date, in each case in an aggregate principal amount
at any one time outstanding up to but not exceeding the Dollar Equivalent of such Lender’s Individual Lender Maximum Funding
Amount and, as to all Lenders, in an aggregate principal amount at any one time outstanding up to but not exceeding the Dollar
Equivalent of the Maximum Available Amount as then in effect; provided that, after making any such Advance, each Class Minimum
OC Coverage Test shall be satisfied.


 


Within such limits and
subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01
and prepay Advances under Section 2.06. Notwithstanding anything in this Agreement to the contrary, the parties hereto acknowledge
that this is an uncommitted facility and there is no express or implied commitment on the part of the Administrative Agent or any
Lender to provide any Advance, except that, in the case of Collateral Loans approved by means of an Approval Request or Approved
List, the Lenders shall have committed to fund the related Advances (up to the amount(s) specified in the related Approval Request
or Approved List) provided that the related conditions precedent set forth in Article III are satisfied.


 


Section 2.02       
Requests for Collateral Loan Approval. (a)  Prior
to the date of purchase of any loan, the Servicer, on behalf of the Borrower, shall provide to the Administrative Agent (with a
copy to the Borrower) a list of loans (the “Asset List”) that the Borrower is requesting be included in the
Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the
Principal Collection Subaccount, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the
Servicer on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral
Loans for purchase:


 


(i)             For each loan on the Asset List sent to the Administrative Agent or for any single Approval Request pursuant to clause (vii)
below, the Borrower (or the Servicer on its behalf) may provide a notice by electronic mail that contains the information listed
in Exhibit I with respect to each loan (which information shall include the amount of the Advance to be requested in order to settle
the related purchase) (together with any attachments required in connection therewith, an “Approval Request”).


 


(ii)            The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule
9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date
by the Borrower with the consent of the Administrative Agent.


 






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(iii)           From
the time the Administrative Agent has provided the Approved List, the Borrower shall have the ability to commit to purchase and
purchase any loan on the Approved List without further approval by the Administrative Agent only if the Borrower commits to purchase
such loan within ten (10) Business Days of approval by the Administrative Agent. On the date occurring ten (10) Business Days
after the date of approval by the Administrative Agent, any approved loan, if not purchased or committed to be purchased by the
Borrower, will be deemed to be removed from the Approved List.


 


(iv)           The Borrower shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to
clause (vii) below, or (B) a removal from the Approved List.


 


(v)            [Reserved.]


 


(vi)           As early as commercially practicable, but no later than 12:00 p.m. New York City time on the Business Day following the
day that the Borrower (or the Servicer on its behalf) purchases a Collateral Loan on the Approved List, the Borrower (or the Servicer
on its behalf) shall provide by electronic mail to the Administrative Agent (with a copy to the Borrower and the Collateral Agent)
a copy of the Collateral Loan Buy Confirmation.


 


(vii)          With respect to loans that are not on the Approved List, the Borrower (or the Servicer on behalf of the Borrower) may send
an Approval Request at any time to the Administrative Agent. If the Administrative Agent receives an Approval Request by 12:00
p.m. New York City time on any Business Day, the Administrative Agent shall use commercially reasonable efforts to notify the Servicer
and Borrower in writing (including via electronic mail) whether it has approved or rejected such Approval Request by 12:00 p.m.
New York City time on or prior to the second Business Day thereafter (it being understood, for the avoidance of doubt, that (x)
any Approval Request received by the Administrative Agent after 12:00 p.m. New York City time on any Business Day shall be deemed
to have been received on the following Business Day and (y) any Approval Request as to which the Administrative Agent has not notified
the Servicer and Borrower that it has approved such Approval Request by 12:00 p.m. New York City time on or prior to the second
Business Day thereafter shall be deemed to have been rejected); provided further that the Borrower shall have the ability
to commit to purchase any loan approved and added to the Approved List pursuant to this clause (vii) without further approval by
the Administrative Agent only if the Borrower commits to purchase such loan within ten (10) Business Days from the date of such
approval by the Administrative Agent. On the date occurring ten (10) Business Days after the date of such approval by the Administrative
Agent, any such approved loan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from
the Approved List.


 


(viii)         [Reserved.]


 






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(ix)           Notwithstanding
anything in this Agreement to the contrary, the Administrative Agent shall have the right, acting in its sole and absolute
discretion, to (A) approve or reject any Approval Request or any loan in the Asset List, (B) at any time, rescind the
approval of any Approval Request or any loan in the Approved List, and (C) request additional information reasonably
available to the Borrower regarding any proposed Collateral Loan; provided that any rescission of approval shall not
invalidate any commitment to purchase a Collateral Loan entered into by the Borrower (or the Servicer on its behalf) prior to
one hour after the delivery (via email) of such rescission; provided, further that the Servicer shall not
initiate negotiations to acquire any proposed Collateral Loan on the Approved List after receipt of a notice of rescission in
respect thereof.


 


Section 2.03       
Making of the Advances. (a)   If the
Borrower desires that the Lenders make an Advance under this Agreement with respect to any Loan Class in connection with the Borrower’s
purchase of a Collateral Loan for which the Approval Request has been approved or which has been identified on the Approved List
pursuant to Section 2.02, it shall give the Collateral Agent and the Administrative Agent (with a copy to each Lender) a written
notice (each, a “Notice of Borrowing”) for such Advance (which notice
shall be irrevocable and effective upon receipt) not later than (x), with respect to any Dollar Advance, 2:00 p.m. at least one
(1) Business Day prior to the day of the requested Advance and (y) with respect to any Advance other than a Dollar Advance, 2:00
p.m. at least two (2) Business Days prior to the day of the requested Advance.


 


Each Notice of Borrowing
shall be substantially in the form of Exhibit B, dated the date the request for the related Advance is being made, signed
by a Responsible Officer of the Borrower or the Servicer, as applicable, shall attach a Borrowing Base Calculation Statement (which
Borrowing Base Calculation Statement shall give pro forma effect to any Collateral Loans being acquired with the proceeds
of such Advance on such date or the following Business Day), and shall otherwise be appropriately completed. In addition, the Servicer
must provide (or have previously provided) to the Administrative Agent for each Collateral Loan copies of the Asset Information
related to such Collateral Loan and such additional materials related to such Collateral Loan as may be reasonably requested by
the Administrative Agent. Each Notice of Borrowing shall specify the Class under which the related Advance shall be allocated.
The proposed Borrowing Date specified in each Notice of Borrowing shall be a Business Day falling on or prior to the Facility Termination
Date, the currency of the Advance requested shall be in an Available Currency and the amount of the Advance requested in such Notice
of Borrowing (the “Requested Amount”) shall be equal to at least the
Dollar Equivalent of $500,000 or an integral multiple of the Dollar Equivalent of $100,000 in excess thereof (or, if less, the
remaining unfunded Individual Lender Maximum Funding Amounts hereunder or, in the case of Revolving Collateral Loans and Delayed
Drawdown Collateral Loans, such lesser amount required to be funded by the Borrower in respect thereof).


 


(b)         Each Lender shall, not later than 2:00 p.m. on each Borrowing Date in respect of Advances under any Class, make its Percentage
of the applicable Requested Amount available to the Borrower by disbursing such funds in the applicable Available Currency to the
applicable Principal Collection Subaccount (or in accordance with the wire instructions delivered in connection with the Notice
of Borrowing).


 


(c)         [Reserved.]


 






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(d)         Notwithstanding
anything in this Section 2.03 to the contrary, the Servicer, on behalf of the Borrower, may deliver a Notice of Borrowing to the
Collateral Agent and the Administrative Agent (with a copy to each Lender) after 2 p.m. on the first Business Day prior to the
proposed Advance and prior to 11 a.m. on the date of the proposed Advance (an “Expedited Notice of Borrowing”).
Upon receipt of an Expedited Notice of Borrowing, each Lender shall use commercially reasonable efforts to make such Advance on
the proposed funding date set forth in the Expedited Notice of Borrowing subject to the terms and conditions for borrowings otherwise
set forth in this Agreement; provided, that if a Lender is unable to make an Advance pursuant to an Expedited Notice of
Borrowing due to the occurrence of a force majeure, or any other unexpected and unforeseen event, including, without limitation,
market disruptions, such Lender shall make such Advance subject to the terms and conditions for Advances otherwise set forth in
this Agreement as soon as such Lender is reasonably able to do so.


 


Section 2.04     Evidence
of Indebtedness. (a)  Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to it and resulting from the Advances made by such Lender to the Borrower, from time
to time, including the amounts and currencies of principal and interest thereon and paid to it, from time to time hereunder; provided
that the failure of any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation
of the Borrower to repay the Advances in accordance with the terms of this Agreement.


 


(b)         Any Lender may request that its Advances to the Borrower be evidenced by a Note. In such event, the Borrower shall promptly
prepare, execute and deliver to such Lender a Note payable to such Lender and otherwise appropriately completed. Thereafter, the
Advances of such Lender evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant
to Section 13.06(a)) be represented by a Note payable to such Lender (or registered assigns pursuant to Section 13.06(a)),
except to the extent that such Lender (or assignee) subsequently returns any such Note for cancellation and requests that such
Advances once again be evidenced as described in clause (a) of this Section 2.04.


 


Section 2.05      Payment of Principal and Interest. The Borrower shall
pay principal and Interest on the Advances as follows:


 


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


 


(b)         Interest shall accrue on the unpaid principal amount of each Advance from the date of such Advance until such principal
amount is paid in full. The Administrative Agent shall, prior to each Payment Date, determine the accrued and unpaid Interest with
respect to each Class for the related Interest Accrual Period and Unused Fees payable thereto using the Interest Rate applicable
to such Class during such Interest Accrual Period to be paid by the Borrower on each Payment Date for the related Interest Accrual
Period and shall advise each Lender, the Collateral Agent and the Servicer thereof and shall send a consolidated invoice of all
such Interest and Unused Fees to the Borrower on the third (3rd) Business Day prior to the Payment Date Report Determination Date
with respect to such Payment Date.


 






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(c)         Accrued
and unpaid Interest with respect to each Class shall be payable in arrears (i) on each Payment Date, and (ii) in connection
with any prepayment of the Advances pursuant to Section 2.06(a); provided that (x) with respect to any prepayment
in full of the Advances outstanding, accrued and unpaid Interest on such amount through the date of prepayment shall be payable
on such date or as otherwise agreed to between the Lenders and the Borrower and (y) with respect to any partial prepayment
of the Advances outstanding, accrued and unpaid Interest on such amount through the date of prepayment shall be payable on the
Payment Date following such prepayment (or on such date of prepayment if requested by the Administrative Agent).


 


(d)         The obligation of the Borrower to pay the Obligations, including the obligation of the Borrower to pay the Lenders the outstanding
principal amount of the Advances and accrued interest thereon, shall be absolute and unconditional, and shall be paid strictly
in accordance with the terms hereof (including Section 2.15), under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which the Borrower or any other Person may have or have had against any Secured Party or any
other Person except as otherwise provided under the Facility Documents.


 


Section
2.06      Prepayment of Advances.


 


(a)         Optional
Prepayments. The Borrower may, from time to time on any Business Day, voluntarily prepay Advances under one or more
Classes in whole or in part, without penalty or premium; provided that the Borrower shall have delivered to the Collateral
Agent, the Lenders and the Administrative Agent written notice of such prepayment (such notice, a “Notice
of Prepayment”) in the form of Exhibit C not later than 2:00 p.m. two (2) Business Days prior to the date
of such prepayment. The Administrative Agent shall promptly notify the Lenders of such Notice of Prepayment. Each such Notice
of Prepayment shall specify the portion of the outstanding principal balance under each Class that shall be prepaid and be irrevocable
and effective upon receipt and shall be dated the date such notice is being given, signed by a Responsible Officer of the Borrower
and otherwise appropriately completed. Each Notice of Prepayment shall provide for prepayment of Advances by the Borrower pursuant
to this Section 2.06(a), in each case, in an aggregate principal amount of at least the Dollar Equivalent of $500,000 or,
if less, the entire outstanding principal amount of the Advances of the Borrower. If a Notice of Prepayment is given by the Borrower,
the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified
therein.


 


(b)         Mandatory Prepayments. The Borrower shall prepay
the Advances on each Payment Date in the manner and to the extent provided in the Priority of Payments.


 


(c)         Additional Prepayment Provisions. Each prepayment
pursuant to this Section 2.06 shall be subject to Sections 2.05(c) and 2.11 and applied to the Advances in accordance
with the Lenders’ respective Percentages.


 






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(d)         Re-designation
of Class Advances. The Borrower (or the Servicer on its behalf) shall be permitted at any time, upon written notice to
the Administrative Agent, each Lender and the Collateral Agent, to re-allocate the aggregate outstanding principal balance
under each Class to cause each Class Minimum OC Coverage Test to be satisfied or, if not satisfied, improved. If any of the
Class Minimum OC Coverage Tests is not satisfied and such failure has not been cured within five Business Days of the
occurrence thereof (provided that no such cure period shall be permitted if an OC Ratio Breach has occurred and is
continuing), the Administrative Agent may, upon written notice to the Borrower, each Lender and the Collateral Agent,
re-allocate the aggregate outstanding principal balance under each Class so long as after giving effect to such
re-allocation, each Class Minimum OC Coverage Test is satisfied or, if not satisfied, improved.


 


(e)         Available Currency. Any and all prepayments made by the Borrower under the Facility Documents shall be made in the
applicable Available Currency.


 


Section 2.07      Changes of Individual Lender Maximum Funding Amounts.


 


(a)         Automatic Reduction and Termination. Subject to the
provisions of Section 8.04, the Individual Lender Maximum Funding Amounts of each Lender shall be automatically reduced to
zero at 5:00 p.m. on the Facility Termination Date.


 


(b)         Optional
Reductions. At any time after the Closing Date, the Borrower shall have the right to terminate or reduce the unused
amount of the Facility Amount at any time or from time to time concurrently with the payment of any applicable Facility Reduction
Fee payable in connection therewith upon not less than two (2) Business Days’ prior notice to the Collateral Agent, the
Lenders and the Administrative Agent of each such termination or reduction, which notice shall specify the effective date of such
termination or reduction and the amount of any such reduction; provided that (i) the amount of any such reduction
of the Facility Amount shall be equal to at least $500,000 or an integral multiple of $100,000 in excess thereof or, if less,
the remaining unused portion thereof, (ii) no such reduction will reduce the Facility Amount below the sum of (x) the
aggregate principal amount of Advances outstanding at such time and (y) the positive difference, if any, between the Revolving
Exposure at such time and the amount in the Revolving Reserve Account and (iii) no Facility Reduction Fee shall be payable if
a Non-Approval Event has occurred and is continuing or if the reduction occurs in connection with a refinancing of all or a portion
of the facility by BNP Paribas or any affiliate thereof. Such notice of termination or reduction shall be irrevocable and effective
only upon receipt and shall be applied pro rata to reduce the respective Individual Lender Maximum Funding Amounts of each
Lender. Except as otherwise set forth herein, upon the occurrence of the Collection Date, this Agreement shall terminate automatically.


 


(c)         Effect of Termination or Reduction. The Individual
Lender Maximum Funding Amounts of the Lenders once terminated or reduced may not be reinstated. Each reduction of the Facility
Amount pursuant to this Section 2.07 shall be applied ratably among the Lenders in accordance with their respective Individual
Lender Maximum Funding Amounts.


 


Section 2.08      Maximum
Lawful Rate. It is the intention of the parties hereto that the interest on the Advances shall not exceed the
maximum rate permissible under Applicable Law. Accordingly, anything herein or in any Note to the contrary notwithstanding,
in the event any interest is charged to, collected from or received from or on behalf of the Borrower by the Lenders pursuant
hereto or thereto in excess of such maximum lawful rate, then the excess of such payment over that maximum shall be applied
first to the payment of amounts then due and owing by the Borrower to the Secured Parties under this Agreement (other than in
respect of principal of and interest on the Advances) and then to the reduction of the outstanding principal amount of the
Advances of the Borrower.


 






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Section 2.09      Several Obligations. The failure of any Lender to
make any Advance to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its
Advance on such date. Neither Agent shall be responsible for the failure of any Lender to make any Advance, and no Lender shall
be responsible for the failure of any other Lender to make an Advance required to be made by such other Lender.


 


Section
2.10      Increased Costs.


 


(a)        Increased Costs Generally. If any Change in Law shall:


 


(i)         impose, modify or deem applicable any reserve, compulsory loan, insurance charge, special deposit or similar requirement
against assets of, deposits with or for account of, or credit extended by, any Affected Person;


 


(ii)        subject any Affected Person to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans,
loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable
thereto; or


 


(iii)       impose on any Affected Person or the London interbank market or any other market relevant to any Applicable Index any other
condition, cost or expense (other than Taxes), affecting this Agreement or Advances made by such Affected Person by reference to
the Applicable Index or any participation therein;


 


and the result of any of the foregoing
shall be to increase the cost to such Affected Person of making, continuing, converting into or maintaining any Advance made by
reference to the Applicable Index (or of maintaining its obligation to make any such Advance) or to reduce the amount of any sum
received or receivable by such Affected Person hereunder (whether of principal, interest or otherwise), then the Borrower will
pay to such Lender such additional amount or amounts as will compensate such Affected Person for such additional costs incurred
or reduction suffered as specified in a certificate delivered to the Borrower pursuant to clause (c) of this Section 2.10.


 


(b)             Capital
Requirements. If any Affected Person determines that any Change in Law regarding capital or liquidity requirements
has or would have the effect of reducing the rate of return on such Affected Person’s capital or on the capital of such
Affected Person’s holding company, if any, as a consequence of this Agreement or the Advances made by such Affected Person
to a level below that which such Affected Person or such Affected Person’s holding company could have achieved but for such
Change in Law (taking into consideration such Affected Person’s policies and the policies of such Affected Person’s
holding company with respect to capital adequacy and liquidity coverage), by an amount deemed to be material by such Affected
Person, then from time to time the Borrower will pay to such Affected Person in Dollars, such additional amount or amounts as
will compensate such Affected Person or such Affected Person’s holding company for any such reduction suffered or charge
imposed; provided that the amounts payable under this Section 2.10(b) shall be without duplication of amounts payable
under Section 13.03 and shall not include any Indemnified Taxes or Excluded Taxes.


 






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(c)         Certificates from Lenders. A certificate of an Affected
Person setting forth in reasonable detail the basis for such demand and the amount or amounts, in Dollars, necessary to compensate
such Affected Person or its holding company as specified in clause (a) or (b) of this Section 2.10 shall be promptly
delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such amount shown as due on any
such certificate on the next Payment Date after receipt thereof.


 


(d)         Delay in Requests. Failure or delay on the part of
any Affected Person to demand compensation pursuant to this Section 2.10 shall not constitute a waiver of such Affected Person’s
right to demand such compensation; provided that the Borrower shall not be required to compensate an Affected Person pursuant
to this Section 2.10 for any costs, reductions, penalties or interest incurred more than nine months prior to the date that such
Affected Person notifies the Borrower of the Change in Law giving rise to any increased costs or reductions and of such Affected
Person’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include
the period of retroactive effect thereof.


 


(e)         Lending Office. Upon the occurrence of any event
giving rise to the Borrower’s obligation to pay additional amounts to a Lender pursuant to clauses (a) or (b) of this
Section 2.10, such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations
of such Lender) to designate a different lending office if such designation would reduce or obviate the obligations of the Borrower
to make future payments of such additional amounts; provided that such designation is made on such terms that such Lender and its
lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender),
with the object of avoiding future consequence of the event giving rise to the operation of any such provision.


 


Section 2.11        Compensation;
Breakage Payments. The Borrower agrees to compensate each Affected Person from time to time, on the Payment Date
(or on the applicable date of prepayment) immediately following such Affected Person’s written request (which request
shall set forth the basis for requesting such amounts) in accordance with the Priority of Payments, for all reasonable and
documented actual losses, expenses and liabilities (including any interest paid by such Affected Person to lenders of funds
borrowed to make or carry an Advance bearing interest that was computed by reference to the Applicable Index and any loss
sustained by such Affected Person in connection with the re-employment of such funds but excluding loss of anticipated
profits), which such Affected Person may sustain: (i) if for any reason (including any failure of a condition precedent
set forth in Article III but excluding a default by the applicable Lender) any Advance bearing interest that was
computed by reference to the Applicable Index by the Borrower does not occur on the Borrowing Date specified therefor in the
applicable Notice of Borrowing delivered by the Borrower, and (ii) if any payment or prepayment of any Advance bearing
interest that was computed by reference to the Applicable Index is not made on a Payment Date or pursuant to a Notice of
Prepayment given by the Borrower. A certificate as to any amounts payable pursuant to this Section 2.11 submitted to the
Borrower by any Lender (with a copy to the Agents, and accompanied by a reasonably detailed calculation of such amounts and a
description of the basis for requesting such amounts) shall be conclusive in the absence of manifest error.


 






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Section 2.12     Inability
to Determine Rates. If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance,
as applicable, the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining
the Applicable Index for the applicable Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral
Agent and each Lender; provided that the Administrative Agent has made a similar determination with respect to similarly
situated borrowers in similar facilities. Thereafter, the obligation of the Lenders to make or maintain Advances based upon the
Applicable Index shall be suspended until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such
notice; provided that new Dollar Advances may be made at, and existing Dollar Advances would be maintained and converted
to bear interest at, the Base Rate. For the avoidance of doubt, this Section 2.12 shall not apply following the occurrence of
a Benchmark Transition Start Date with respect to LIBOR (Dollar).


 


Section 2.13     Rescission or Return of Payment. The Borrower agrees
that, if at any time (including after the occurrence of the Final Maturity Date) all or any part of any payment theretofore made
by it to any Secured Party or any designee of a Secured Party is or must be rescinded or returned for any reason whatsoever (including
the insolvency, bankruptcy or reorganization of the Borrower or any of its Affiliates), the obligation of the Borrower to make
such payment to such Secured Party shall, for the purposes of this Agreement, to the extent that such payment is or must be rescinded
or returned, be deemed to have continued in existence and this Agreement and any other applicable Facility Document shall continue
to be effective or be reinstated, as the case may be, as to such obligations, all as though such payment had not been made.


 


Section 2.14     Post-Default Interest. The Borrower shall pay interest
on all Obligations (other than any Administrative Expenses) that are not paid when due (after taking into account any applicable
grace periods) for the period from the due date thereof until the date the same is paid in full at the Post-Default Rate. Interest
payable at the Post-Default Rate shall be payable on each Payment Date in accordance with the Priority of Payments.


 


Section 2.15     Payments
Generally. (a)  All amounts owing and payable to any Secured Party, any Affected Person or any
Indemnified Party, in respect of the Advances and other Obligations, including the principal thereof, interest, fees,
indemnities, expenses or other amounts payable under this Agreement or any other Facility Document, shall be paid by the
Borrower to the applicable recipient in the applicable Available Currency, in immediately available funds, in accordance with
the Priority of Payments, and all without counterclaim, setoff, deduction, defense, abatement, suspension or deferment. Each
Lender shall provide wire instructions to the Borrower and the Collateral Agent. All payments made by the Collateral Agent
pursuant to a Payment Date Report on any Payment Date shall be wired by the Collateral Agent by 4:00 p.m. on such Payment
Date. Prepayments to be made pursuant to Section 2.06 for which the Collateral Agent has received a Notice of Prepayment
two (2) Business Days prior to the scheduled date of prepayment shall be wired by the Collateral Agent by 2:00 p.m. on such
date. All other payments by the Borrower must be received by the Collateral Agent on or prior to 3:00 p.m. on a Business Day
(the Collateral Agent shall then wire such funds to the Lenders by 5:00 p.m. on such Business Day); provided that, payments
received by the Collateral Agent after 3:00 p.m. or payments received by the Lenders after 5:00 p.m. on a Business Day will
be deemed to have been paid on the next following Business Day. For the avoidance of doubt, for purposes of
Section 6.01, amounts paid by the Borrower shall be deemed received upon payment by the Borrower to the Collateral
Agent. At no time will the Collateral Agent have any duty (express or implied) to fund (or front or advance) any amount owing
by the Borrower hereunder.


 






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(b)          Except
as otherwise expressly provided herein, all computations of interest, fees and other Obligations shall be made on the basis of
a year of 360 days for the actual number of days elapsed in computing interest on any Advance, the date of the making of the Advance
shall be included and the date of payment shall be excluded; provided that, if an Advance is repaid on the same day on
which it is made, one day’s Interest shall be paid on such Advance; provided further, that with respect
to GBP Advances, such computations shall be computed on the basis of a year of three hundred and sixty-five (365) days and the
actual number of days elapsed. All computations made by the Collateral Agent or the Administrative Agent under this Agreement
or any other Facility Document shall be conclusive absent manifest error.


 


(c)          Any and all payments made by the Borrower under the Facility Documents shall be made in the applicable Available Currency.
Any Collections on deposit in the Principal Collection Subaccount denominated in a Permitted Currency may be converted by the Collateral
Agent into an Available Currency on any Business Day (other than a Payment Date) (x) at the direction of the Servicer so long as
no Event of Default exists either prior to or after giving effect to such conversion (as shall be deemed certified by the Servicer
upon delivery of any such direction to the Collateral Agent) or (y) if an Event of Default exists, at the direction of the Administrative
Agent. The Servicer or the Administrative Agent, as applicable, shall provide no less than two (2) Business Days’ prior written
notice to the Administrative Agent or the Servicer, as applicable, and the Collateral Agent of any such conversion. The Servicer
shall instruct the Collateral Agent, no later than two (2) Business Days immediately preceding each Payment Date, to convert amounts
on deposit in the applicable Collection Account into each Available Currency (pro rata based on available amounts from each
other Available Currency, unless otherwise directed in writing by the Servicer) to the extent necessary to make payments required
in each Available Currency hereunder. All risks and expenses incident to such conversion are the responsibility of the Borrower
and the Collateral Agent shall have (x) no responsibility for fluctuations in exchange rates affecting any Collections or conversion
thereof and (y) to the extent it complies with the instructions provided by the Servicer or the Administrative Agent, no liability
for any losses incurred or resulting from the rates obtained in such foreign exchange transactions.


 


Section 2.16       
Extension of Facility Termination Date. The Borrower
shall have an option to extend the Facility Termination Date one time, by not longer than one year, subject to the satisfaction
of the following conditions precedent (unless otherwise waived by the Administrative Agent and applicable Lenders in their sole
discretion):


 


(a)          each
of the Lenders and the Administrative Agent consent to the extension in their sole discretion (written notice of such consent
to be delivered to Borrower together with the requested extension fee (if applicable) no later than thirty (30) days
following receipt of the Extension Request delivered pursuant to clause (e) below; provided that if the Borrower fails
to receive such consent from the Administrative Agent or any Lender within such thirty-day period, the Administrative Agent
and such Lender, as applicable, shall be deemed to have denied such Extension Request);


 






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(b)          as of the effective date of such extension, the representations and warranties of the Borrower, the Equityholder and the
Servicer set forth herein and in the other Facility Documents are true and correct in all material respects with the same force
and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate to
an earlier date); provided that if a representation or warranty is qualified as to materiality, with respect to such representation
or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition;


 


(c)          the Borrower shall have paid an extension fee to the Administrative Agent, for the account of each Lender, in an amount
to be mutually agreed upon by the Borrower and such Lender;


 


(d)          no Default or Event of Default shall have occurred and be continuing on the date on which the Extension Request is delivered
in accordance with the following clause (e) or on the Facility Termination Date then in effect; and


 


(e)          the Borrower shall have delivered an Extension Request with respect to the Facility Termination Date to the Administrative
Agent not earlier than one year after the Closing Date and not later than one hundred twenty (120) days prior to the Facility Termination
Date then in effect (which shall be promptly forwarded by Administrative Agent to each Lender).


 


Section 2.17       
Defaulting Lenders. (a)  Notwithstanding
anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that
Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:


 


(i)           That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement
shall be restricted as set forth in Section 13.01(d).


 






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(ii)          Any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting
Lender (whether voluntary or mandatory, at maturity, or otherwise), shall be applied at such time or times as may be
determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting
Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Event of Default or
Default exists), to the funding of any Advance in respect of which that Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the
Administrative Agent and the Borrower, to be held as cash collateral for future funding obligations of that Defaulting Lender
to fund Advances under this Agreement; fourth, to the payment of any amounts owing to other Lenders as a result of any
judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that
Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Event of Default or
Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent
jurisdiction obtained by such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of
its obligations under this Agreement; and sixth, to that Defaulting Lender or as otherwise directed by a court of
competent jurisdiction; provided that if such payment is a payment of the principal amount of any Advances in respect of
which that Defaulting Lender has not fully funded its appropriate share, such payment shall be applied solely to pay the
Advances of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of
that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied
(or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.17 shall be
deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.


 


(iii)         For any period during which that Lender is a Defaulting Lender, that Defaulting Lender shall not be entitled to receive
any Unused Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any
such fee that otherwise would have been required to have been paid to such Defaulting Lender).


 


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


 


Section 2.18       
LIBOR (Dollar) Discontinuation. (a)  Without
prejudice to any other provision of this Agreement, each party hereto acknowledges and agrees for the benefit of each of the other
parties hereto: (a) LIBOR (Dollar) (i) may be subject to methodological or other changes which could affect their value, (ii) may
not comply with applicable laws and regulations (such as the Regulation (EU) 2016/1011 of the European Parliament and of the Council,
as amended) and/or (iii) may be permanently discontinued; and (b) the occurrence of any of the aforementioned events and/or a Benchmark
Transition Event may have adverse consequences which may materially impact the economics of the financing transactions contemplated
under this Agreement.


 






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(b)         Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document, upon the occurrence of a Benchmark
Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement
to replace LIBOR (Dollar) with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event or, to
the extent BNP Paribas' Individual Lender Maximum Funding Amount is at least 50% of the Maximum Facility Amount, Early Opt-in
Election will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed
amendment to all Lenders, the Borrower, the Servicer, the Equityholder and the Collateral Agent so long as the Administrative
Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Majority Lenders.
So long as BNP Paribas' Individual Lender Maximum Funding Amount is less than 50% of the Maximum Facility Amount, any such amendment
with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Majority Lenders have delivered
to the Administrative Agent written notice that such Majority Lenders accept such amendment. No replacement of LIBOR (Dollar)
with a Benchmark Replacement pursuant to this Section 2.18 will occur prior to the applicable Benchmark Transition Start Date.


 


(c)         Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative
Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the
contrary herein or in any other Facility Document, any amendments implementing such Benchmark Replacement Conforming Changes will
become effective without any further action or consent of any other party to this Agreement.


 


(d)         Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower,
the Lenders, the Servicer, the Equityholder and the Collateral Agent of (i) any occurrence of a Benchmark Transition Event or an
Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the
implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the
commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by
the Administrative Agent or Lenders pursuant to this Section 2.18, including any determination with respect to a tenor, rate or
adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking
any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent
from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.18.


 


(e)         Benchmark Unavailability Period. Upon the Borrower's receipt of notice of the commencement of a Benchmark Unavailability
Period, the Borrower may revoke any Notice of Borrowing to be made or any continuation of an Advance during any Benchmark Unavailability
Period and, failing that, the Borrower will be deemed to have converted any such request into a Notice of Borrowing of or conversion
of such Advance to bear interest at the Base Rate.


 






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(f)           Certain Defined Terms. As used in this Section 2.18:





 


"Benchmark
Replacement" means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by
the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate
or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention
for determining a rate of interest as a replacement to LIBOR (Dollar) for U.S. dollar-denominated syndicated credit facilities
and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less
than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.


 


"Benchmark
Replacement Adjustment" means, with respect to any replacement of LIBOR (Dollar) with an Unadjusted Benchmark Replacement
for each applicable Interest Accrual Period, the spread adjustment, or method for calculating or determining such spread adjustment,
(which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving
due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such
spread adjustment, for the replacement of LIBOR (Dollar) with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental
Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or
determining such spread adjustment, for the replacement of LIBOR (Dollar) with the applicable Unadjusted Benchmark Replacement
for U.S. dollar-denominated syndicated credit facilities at such time.


 


"Benchmark
Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of "Interest Accrual Period," timing and frequency of determining rates
and making payments of interest and other administrative matters) that the Administrative Agent decides may be appropriate to reflect
the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent
in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion
of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for
the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides
is reasonably necessary in connection with the administration of this Agreement; provided that the Administrative Agent
has made a similar determination with respect to similarly situated borrowers in similar facilities).


 


"Benchmark
Replacement Date" means the earlier to occur of the following events with respect to LIBOR (Dollar):


 


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


 


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


 






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"Benchmark
Transition Event" means the occurrence of one or more of the following events with respect to LIBOR (Dollar):


 


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


 


(2)            a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR (Dollar), the
U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR (Dollar), a resolution authority
with jurisdiction over the administrator for LIBOR (Dollar) or a court or an entity with similar insolvency or resolution authority
over the administrator for LIBOR (Dollar), which states that the administrator of LIBOR (Dollar) has ceased or will cease to provide
LIBOR (Dollar) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide LIBOR (Dollar); or


 


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


 


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


 


"Benchmark
Unavailability Period" means, if a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred with respect to LIBOR (Dollar) and solely to the extent that LIBOR (Dollar) has not been replaced with a Benchmark
Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no
Benchmark Replacement has replaced LIBOR (Dollar) for all purposes hereunder in accordance with Section 2.18 and (y) ending
at the time that a Benchmark Replacement has replaced LIBOR (Dollar) for all purposes hereunder pursuant to Section 2.18.


 






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


 


(1)             (i) a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent
(with a copy to the Borrower) that the Required Lenders have determined that U.S. dollar-denominated syndicated credit facilities
being executed at such time, or that include language similar to that contained in this Section 2.18 are being executed or amended,
as applicable, to incorporate or adopt a new benchmark interest rate to replace LIBOR (Dollar), and


 


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


 


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


 


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


 


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


 


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


 


"Unadjusted
Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 







ARTICLE
III


 

CONDITIONS PRECEDENT


 


Section
3.01     Conditions Precedent to Initial Advance.
The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of
the conditions set forth in Section 3.02 and the conditions precedent that the Administrative Agent shall have received on or before
the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent:


 


(a)         each of the Facility Documents (other than the Collateral Agent Fee Letter, which shall be delivered directly to the Collateral
Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect;


 






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(b)         true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Servicer as in effect on
the Closing Date;


 


(c)         a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as
to its resolutions or other action of its member approving this Agreement and the other Facility Documents to which it is a party
and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility
Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such
representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be
true and correct in all material respects as of such earlier date), (iv) that no Default or Event of Default has occurred
and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute
the Facility Documents to which it is a party;


 


(d)         [Reserved];


 


(e)         [Reserved];


 


(f)          a certificate of a Responsible Officer of the Servicer certifying (i) as to its Constituent Documents, (ii) as
to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents
to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties
set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date
(except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such earlier date), and (iv) as to the incumbency
and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;


 


(g)         financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper form for
filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing
office in any applicable jurisdiction that the Administrative Agent deems necessary or desirable in order to perfect the interests
in the Collateral contemplated by this Agreement;





 


(h)         copies
of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if
any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower,
the Equityholder or any transferor;


(i)          legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Servicer, the
Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request;


 






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(j)          evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established, and the Account Control
Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Securities Intermediary and shall
be in full force and effect;


 


(k)         evidence that (i) all invoiced fees and expenses due and payable to each Lender on or prior to the Closing Date have
been received or will be received contemporaneously with the Closing Date; (ii) the reasonable and documented fees and expenses
of Cadwalader, Wickersham & Taft LLP, counsel to the Administrative Agent, in connection with the transactions contemplated
hereby (to the extent invoiced on or prior the Closing Date) shall have been paid by the Borrower; and (iii) all other reasonable
and documented up-front expenses and fees (including legal fees of outside counsel and any fees required under the Collateral Agent
Fee Letter) that are invoiced at least one Business Day prior to the Closing Date shall have been paid by the Borrower;


 


(l)          delivery of such Collateral (including any promissory note, executed assignment agreements and Word or pdf copies of the
principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the Custodian
Agreement shall have been effected;


 


(m)        a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in
the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and, in the case of clauses (i) through
(iii) below, immediately prior to the delivery thereof on the Closing Date:


 


(i)          the Borrower is the owner of such Collateral free and clear of any Liens except for those which are being released on the
Closing Date or Permitted Liens;


 


(ii)         the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest
has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens or interests granted pursuant
to this Agreement; and


 


(iii)        upon the grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral,
except Permitted Liens or as permitted by this Agreement; and


 


(n)         such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably
requested.


 






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Section 3.02      Conditions
Precedent to Each Advance. The obligation of each Lender to make each Advance to be made by it (including the initial Advance)
on each Borrowing Date shall be subject to the fulfillment (or written waiver) of the following conditions; provided that
the conditions described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i))
below need not be satisfied if the proceeds of the Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral
Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04:


 


(a)         subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the loan(s) the
Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the loan(s)
the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List;


 


(b)         the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing
Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03;


 


(c)         immediately before and after the making of such Advance on the applicable Borrowing Date, the Minimum OC Coverage Test shall
be satisfied and each Class Minimum OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement
attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved;


 


(d)         each of the representations and warranties of the Borrower, the Servicer and the Equityholder contained in the Facility
Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent such representations
and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct
in all material respects as of such earlier date as if made on such date);


 


(e)         no Default, Event of Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuing
at the time of the making of such Advance or shall result upon the making of such Advance;


 


(f)          the Reinvestment Period shall not have terminated;


 


(g)         after giving effect to any Advance of an Available Currency not denominated in Dollars, the Dollar Equivalent of the aggregate
principal amount of all Advances denominated in an Available Currency other than Dollars shall not exceed the Non-Dollar Sublimit;


 


(h)         after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances
shall not exceed an amount equal to the Dollar Equivalent of the Maximum Facility Amount; and


 




(i)          after
giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall not
exceed an amount equal to the Dollar Equivalent of the sum of:


 


(i)          the Aggregate Net Collateral Balance, minus


 


(ii)         the Minimum Equity Amount, plus


 


(iii)        the aggregate amounts on deposit in the Principal Collection Subaccount constituting Principal Proceeds.


 






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ARTICLE
IV


 

REPRESENTATIONS AND WARRANTIES


 


Section 4.01      Representations
and Warranties of the Borrower. The Borrower represents and warrants to each of the Secured Parties on and as of each
Measurement Date, as follows:


 


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


 


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


 


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


 


(d)          [Reserved.]


 


(e)          Non-Contravention.
None of the execution and delivery by it of this Agreement or the other Facility Documents to which it is a party, the
Advances or the pledge of the Collateral hereunder, the consummation of the transactions herein or therein contemplated, or
compliance by it with the terms, conditions and provisions hereof or thereof, will (i) conflict with, or result in a
breach or violation of, or constitute a default under its Constituent Documents or (ii) conflict with or contravene in
any material respect, and with respect to clause (B), result in the creation of a Lien (other than Permitted Liens)
under, (A) any Applicable Law, (B) any indenture, agreement or other contractual restriction binding on or
affecting it or any of its assets, including any Related Document, or (C) any order, writ, judgment, award, injunction
or decree binding on or affecting it or any of its assets or properties.


 






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(f)               
Governmental Authorizations; Private Authorizations; Governmental
Filings. It has obtained, maintained and kept in full force and effect all material Governmental Authorizations and
material Private Authorizations which are necessary for it to properly carry out its business, and made all material Governmental
Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Advances under this
Agreement, the pledge of the Collateral under this Agreement and the performance by it of its obligations under this Agreement
and the other Facility Documents to which it is a party.


  


(g)              
Compliance with Agreements, Laws, Etc. It has duly
observed and complied in all material respects with all Applicable Laws relating to the conduct of its business and its assets.
It has preserved and kept in full force and effect its legal existence. It has preserved and kept in full force and effect its
rights, privileges, qualifications and franchises, except where the failure to do so could not reasonably be expected to result
in a Material Adverse Effect.


 


(h)              
Location. Its office in which it maintains its limited
liability company books and records is located at the addresses set forth on Schedule 5. Its registered office and jurisdiction
of organization is the jurisdiction referred to in Section 4.01(a).


 


(i)                 Investment
Company Act. Neither it nor the pool of Collateral is required to register as an “investment company” under
the Investment Company Act.


 


(j)                
ERISA. Neither it nor any member of the ERISA Group
has, or during the past six years had, any liability or obligation with respect to any Plan or Multiemployer Plan that would reasonably
be expected to result in a Material Adverse Effect.


 


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


 


(l)                Filings
and Stamp Taxes. This Agreement is in proper legal form under the applicable law of the jurisdiction of
incorporation or formation of the Borrower for the enforcement hereof or thereof against the Borrower, and to ensure
legality, validity, enforceability, priority or admissibility in evidence of this Agreement it is not necessary that
(i) this Agreement, or any other document be filed, registered or recorded with, or executed or notarized before, any
court or other authority in the jurisdiction of incorporation or formation of the Borrower or (ii) that any registration
charge or stamp or similar tax be paid in any jurisdiction on or in respect of this Agreement or any other document.


 






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(m)            
Plan Assets. Its assets are not treated and during
the term of this Agreement will not be treated as “plan assets” for purposes of 29 C.F.R. Section 2510.3-101 and
Section 3(42) of ERISA (the “Plan Asset Rule”) and the Collateral
is not and during the term of this Agreement will not be deemed to be “plan assets” for purposes of the Plan Asset
Rule.


 


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


 


(o)              
Representations Relating to the Collateral. (i) It
owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any
Lien or claim of any Person, other than Permitted Liens;


 


(ii)               except
for Permitted Liens or as contemplated by the Facility Documents, it has not pledged, assigned, sold, granted a security interest
in, or otherwise conveyed any of the Collateral. It has not authorized the filing of and is not aware of any financing statements
or any equivalent filing in any applicable jurisdiction against it that include a description of collateral covering the Collateral
other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted
to the Collateral Agent hereunder, relating to assets sold or contributed to any Person not prohibited hereunder, relating to
the closing of a Permitted Refinancing or a Permitted Securitization contemplated by Section 10.01(e) or that has been terminated;
and it is not aware of any judgment, PBGC liens or tax lien filings against it or any of its assets;


 


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


 


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


 


(v)                this
Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statements referred to in clause (viii)
below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the
UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest
is prior to all other Liens (other than Permitted Liens) and claims and is enforceable as such against creditors of and purchasers
from it, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding
in equity or at law;





 






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


 


(vii)              
with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited
to the applicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited
to such Covered Account as Financial Assets;


 


(viii)              with
respect to Collateral that constitutes accounts or general intangibles (as defined in Section 9-102(a)(42) of the UCC), it
has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper
filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral
granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which it hereby agrees may be
an “all assets” filing);


 


(ix)                
it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the
UCC) with respect to each Covered Account;


 


(x)                
the Covered Accounts are in its name and not in the name of any other Person. It has not instructed the Securities Intermediary
of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until
the Collateral Agent delivers a notice of exclusive control, it and the Servicer may cause Cash in the Covered Accounts to be invested
in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement;


 


(xi)               
all Covered Accounts constitute “securities accounts” as defined in Section 8-501(a) of the UCC; and


 


(xii)              
each Collateral Loan was originated without any fraud or material misrepresentation by the Equityholder or, to the best
of the Borrower’s knowledge, on the part of the Obligor.


 


(p)              
Eligibility. (i) The information contained in
each Notice of Borrowing delivered pursuant to Section 2.03, is an accurate and complete listing of all Collateral Loans included
in the Collateral as of the related Borrowing Date and the information contained therein with respect to the identity of such Collateral
Loan and the amounts owing thereunder is true, correct and complete as of the related Borrowing Date and (ii) with respect
to each Collateral Loan included in any calculation of the Borrowing Base or OC Ratio, such Collateral Loan is an Eligible Collateral
Loan at such time; provided that, notwithstanding anything to contrary contained herein, to the extent any such Collateral
Loan is repurchased or otherwise removed from the Borrowing Base pursuant to the Loan Sale Agreement, then no such breach of the
foregoing clause (ii) shall constitute an Event of Default or other breach of this Agreement.


 


(q)               Anti-Corruption
Laws and Anti-Terrorism Laws. None of the Borrower, its subsidiaries, their respective directors or officers, or,
to the best knowledge of the Borrower, their respective employees or Persons Controlling or Controlled by the Borrower has
engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption, anti-terrorism or
anti-money laundering laws, regulations or rules in any applicable jurisdiction and the Borrower has instituted and maintains
policies and procedures designed to prevent violation of such laws, regulations and rules.


 






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(r)               
Sanctions. None of the Borrower, its subsidiaries,
their respective directors or officers, or, to the best knowledge of the Borrower, their respective employees or Persons Controlling
or Controlled by the Borrower is a Person that is, or is owned or controlled by Persons that are: (i) the target of any Sanctions,
including any government or governmental agency that is the subject of Sanctions broadly prohibiting dealings with such government
or government agency (a “Sanctioned Person”) or (ii) located,
organized or resident in a country or territory that is, or whose government is, the subject of Sanctions broadly prohibiting dealings
with such government, country, or territory (a “Sanctioned Country”).


 


(s)                No
Default. Neither it nor any of its subsidiaries is in default under or with respect to any contractual obligation or
restriction that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


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


 


(u)              
Information. All information heretofore or hereafter
furnished by it or on its behalf to any Secured Party in connection with the Facility Documents or any transaction contemplated
hereby or thereby is and will be (when taken as a whole) true, complete and correct in all material respects as of the date such
information is stated or certified and does not and will not omit to state a material fact necessary to make the statements contained
therein not misleading; provided that solely with respect to information furnished by the Borrower which was provided to the Borrower
from an Obligor with respect to a Collateral Loan, such information shall only need to be true, complete and correct to the actual
knowledge of the Borrower; provided further that, with respect to projected financial information, the Borrower
represents only that such information represents the Borrower’s good faith estimates as of the date of preparation thereof,
based upon methods and data the Borrower believes to be reasonable and accurate, but actual results during the periods covered
by such projections may differ materially from such projections.


 


(v)              
Procedures. In selecting and disposing of the Collateral,
no selection procedures were employed which are intended to be adverse to the interests of any Secured Party.


 


(w)            
Volcker Rule. The transactions contemplated by this Agreement and the other Facility Documents do not result in any
Lender or the Administrative Agent holding an “ownership interest” in a “covered fund” for purposes of
the Volcker Rule.





 






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(x)              
 Set-Off, Etc. No Collateral Loan has been compromised, adjusted, extended, satisfied, subordinated, rescinded, set-off
or modified by the Borrower, the Equityholder or the Obligor thereof (except, with respect to the Obligor only, if such action
has occurred to a Collateral Loan without the consent of the Borrower or the Equityholder), and no Collateral Loan is subject to
compromise, adjustment, extension, satisfaction, subordination, rescission, set–off, counterclaim, defense, abatement, suspension,
deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning such Collateral Loan
or otherwise, by the Borrower, the Equityholder or the Obligor with respect thereto (except, with respect to the Obligor only,
if such action has occurred to a Collateral Loan without the consent of the Borrower or the Equityholder), except for any Material
Modification or amendments, extensions or modifications to such Collateral Loan otherwise permitted under Section 11.04(b) and
in accordance with the Servicing Standard.


 


Section 4.02       
Representations and Warranties of the Servicer. The
Servicer represents and warrants to each of the other Secured Parties on and as of each Measurement Date, as follows:


 


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


 


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


 


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


 


(d)              
[Reserved.]


 


(e)               Non-Contravention.
None of the execution and delivery by it of this Agreement or the other Facility Documents to which it is a party, the
consummation of the transactions herein or therein contemplated, or compliance by it with the terms, conditions and
provisions hereof or thereof, will (i) conflict with, or result in a breach or violation of, or constitute a default
under its Constituent Documents or (ii) conflict with or contravene in any material respect, and with respect to
clause (B), result in the creation of a Lien (other than Permitted Liens) under, (A) any Applicable Law,
(B) any indenture, agreement or other contractual restriction binding on or affecting it or any of its assets, including
any Related Document, or (C) any order, writ, judgment, award, injunction or decree binding on or affecting it or any of
its assets or properties, except, in the case of clauses (A), (B) and (C) above, where such conflict, contravention,
breach, violation or default could not reasonably be expected to have a Material Adverse Effect.


 






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(f)               
Governmental Authorizations; Private Authorizations; Governmental
Filings. It has obtained, maintained and kept in full force and effect all material Governmental Authorizations and
material Private Authorizations which are necessary for it to properly carry out its business, and made all material Governmental
Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party and the performance by
it of its obligations under this Agreement and the other Facility Documents to which it is a party.


 


(g)              
Compliance with Agreements, Laws, Etc. It has duly
observed and complied in all material respects with all Applicable Laws relating to the conduct of its business and its assets.
It has preserved and kept in full force and effect its legal existence. It has preserved and kept in full force and effect its
rights, privileges, qualifications and franchises, except where the failure to do so would not reasonably be expected to result
in a Material Adverse Effect.


 


(h)              
[Reserved.]


 


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


 


(j)                
[Reserved.]


 


(k)              
Anti-Corruption Laws and Anti-Terrorism Laws. None
of the Servicer, its subsidiaries, their respective directors or officers, or, to the best knowledge of the Servicer, their respective
employees or Persons Controlling or Controlled by the Servicer has engaged in any activity or conduct which would violate any applicable
anti-bribery, anti-corruption, anti-terrorism or anti-money laundering laws, regulations or rules in any applicable jurisdiction
and the Servicer has instituted and maintains policies and procedures designed to prevent violation of such laws, regulations and
rules.


 


(l)                
Sanctions. None of the Servicer, its subsidiaries,
their respective directors or officers, or, to the best knowledge of the Servicer, their respective employees or Persons Controlling
or Controlled by the Servicer is a Person that is, or is owned or controlled by Persons that are: (i) a Sanctioned Person
or (ii) located, organized or resident in, or whose government is, a Sanctioned Country.


 


(m)            
[Reserved.]





 






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


 


(o)              
Information. All information heretofore or hereafter
furnished by it or on its behalf to any Secured Party in connection with the Facility Documents or any transaction contemplated
hereby or thereby is and will be (when taken as a whole) true, complete and correct in all material respects as of the date such
information is stated or certified and does not and will not omit to state a material fact necessary to make the statements contained
therein not misleading; provided that solely with respect to information furnished by the Servicer which was provided to the Servicer
from an Obligor with respect to a Collateral Loan, such information shall only need to be true, complete and correct to the actual
knowledge of the Servicer; provided further that, with respect to projected financial information, the Servicer represents
only that such information represents the Servicer’s good faith estimates as of the date of preparation thereof, based upon
methods and data the Servicer believes to be reasonable and accurate, but actual results during the periods covered by such projections
may differ materially from such projections.


 


(p)              
Procedures. In selecting and disposing of the Collateral,
no selection procedures were employed which are intended to be adverse to the interests of any Secured Party.


 


Section 4.03       
Representations and Warranties of the Equityholder.
The Equityholder represents and warrants to each of the other Secured Parties on and as of each Measurement Date, as follows:


 


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


 


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


 


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


 






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(d)              
Investment Company Act. It (i) is not required to register
as an “investment company” under the Investment Company Act and (ii) has elected to be regulated as a “business
development company” for purposes of the Investment Company Act.


 


(e)              
Non-Contravention. None of the execution and delivery
by it of this Agreement or the other Facility Documents to which it is a party, the consummation of the transactions herein or
therein contemplated, or compliance by it with the terms, conditions and provisions hereof or thereof, will (i) conflict with,
or result in a breach or violation of, or constitute a default under its Constituent Documents or (ii) conflict with or contravene
in any material respect, and with respect to clause (B), result in the creation of a Lien (other than Permitted Liens) under,
(A) any Applicable Law, (B) any indenture, agreement or other contractual restriction binding on or affecting it or any
of its assets, including any Related Document, or (C) any order, writ, judgment, award, injunction or decree binding on or
affecting it or any of its assets or properties, except, in the case of clauses (A), (B) and (C) above, where such conflict,
contravention, breach, violation or default could not reasonably be expected to have a Material Adverse Effect.


 


(f)               
Governmental Authorizations; Private Authorizations; Governmental
Filings. It has obtained, maintained and kept in full force and effect all material Governmental Authorizations and
material Private Authorizations which are necessary for it to properly carry out its business, and made all material Governmental
Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party and the performance by
it of its obligations under this Agreement and the other Facility Documents to which it is a party.


 


(g)              
Compliance with Agreements, Laws, Etc. It has duly
observed and complied in all material respects with all Applicable Laws relating to the conduct of its business and its assets.
It has preserved and kept in full force and effect its legal existence. It has preserved and kept in full force and effect its
rights, privileges, qualifications and franchises, except where the failure to do so could not reasonably be expected to result
in a Material Adverse Effect.


 


(h)              
[Reserved.]


 


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


 


(j)                 Anti-Corruption
Laws and Anti-Terrorism Laws. None of the Equityholder, its subsidiaries, their respective directors or officers, or,
to the best knowledge of the Equityholder, their respective employees or Persons Controlling or Controlled by the Equityholder
has engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption, anti-terrorism or anti-money
laundering laws, regulations or rules in any applicable jurisdiction and the Equityholder has instituted and maintains policies
and procedures designed to prevent violation of such laws, regulations and rules.


 






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(k)              
Sanctions. None of the Equityholder, its subsidiaries,
their respective directors or officers, or, to the best knowledge of the Equityholder, their respective employees or Persons Controlling
or Controlled by the Equityholder is a Person that is, or is owned or controlled by Persons that are: (i) a Sanctioned Person
or (ii) located, organized or resident in, or whose government is, a Sanctioned Country.


 


(l)                
No Default. Neither it nor any of its subsidiaries is in
default under or with respect to any contractual obligation or restriction that could, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


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


 


(n)              
Information. All information heretofore or hereafter
furnished by it or on its behalf in its capacity as Equityholder to any Secured Party in connection with the Facility Documents
or any transaction contemplated hereby or thereby is and will be (when taken as a whole) true, complete and correct in all material
respects as of the date such information is stated or certified and does not and will not omit to state a material fact necessary
to make the statements contained therein not misleading.


 


(o)              
Originator. It is an “originator” for the purposes of the Securitisation Regulation in respect of the
Retention Holder Originated Collateral Loans.


 


(p)              
Establishment. It has established, and, in its capacity as Servicer, manages the securitisation contemplated by the
Facility Documents.


 


(q)              
Sole purpose. It (i) is not an entity that has been established or operates for the sole purpose of securitising
exposures and (ii) has the capacity to meet its payment obligations from resources not related to the exposures it securitises.


 


(r)               
Collateral Loans. As of the date hereof, more than 50% of the Collateral Loans held by the Borrower are Retention
Holder Originated Collateral Loans.


 






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ARTICLE
V





 


COVENANTS


Section 5.01       
Affirmative Covenants of the Borrower. The Borrower
covenants and agrees that, until the Collection Date:


 


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


 


(b)              
Enforcement.


 


(i)               
It shall not take any action that would release any Obligor from any of such Obligor’s material covenants or obligations
under any instrument or agreement included in the Collateral, except in the case of (A) repayment of Collateral Loans, (B) subject
to the terms of this Agreement, (1) amendments to Collateral Loans in accordance with the Servicing Standard and (2) actions
taken in connection with the work out or restructuring of any Collateral Loan in accordance with the provisions hereof, and (C) other
actions by the Servicer required hereby or otherwise to the extent not prohibited by, or in conflict with, this Agreement.


 


(ii)              
It will perform all of its obligations and agreements contained in this Agreement or any other Facility Document to which
such Person is a party.


 


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





 






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


 


(i)               
within 120 days after the end of each fiscal year of the Equityholder, an annual report of the Equityholder containing an
audited consolidated statement (together with a consolidating schedule showing the balance sheet and income statement of the Borrower)
of assets, liabilities, and capital as of the end of such fiscal year, and audited consolidated statements (together with a consolidating
schedule showing the balance sheet and income statement of the Borrower) of operations and cash flows, for the year then ended,
prepared in accordance with GAAP, each reported on by independent public accountants of recognized national standing (without a
 “going concern” or like qualification or exception and without any qualification or exception as to the scope of such
audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition
and results of operations of the Equityholder and its consolidated subsidiaries on a consolidated basis; provided, that
the financial statements required to be delivered pursuant to this clause (i) which are made available via EDGAR, or any successor
system of the Securities Exchange Commission, in the Equityholder’s annual report on Form 10-K, shall be deemed delivered
to the Administrative Agent on the date the Borrower provides or causes to be provided to the Administrative Agent notification
that such documents are made available;


 


(ii)              
within 60 days after the end of each of the first three quarters of each fiscal year of the Equityholder, an unaudited financial
report of the Equityholder containing a consolidated statement (together with a consolidating schedule showing the balance sheet
and income statement of the Borrower) of assets, liabilities, and capital, consolidated statements (together with a consolidating
schedule showing the balance sheet and income statement of the Borrower) of operations, and a market value report regarding the
Equityholder’s investments, in each case for the period then ended, all certified by one of its senior financial officers
as presenting fairly in all material respects the financial condition and results of operations of the Equityholder and its consolidated
subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments
and the absence of footnotes; provided, that the financial statements required to be delivered pursuant to this clause (ii)
which are made available via EDGAR, or any successor system of the Securities Exchange Commission, in the Equityholder’s
quarterly report on Form 10-Q, shall be deemed delivered to the Administrative Agent on the date the Borrower provides or causes
to be provided to the Administrative Agent notification that such documents are made available;


 


(iii)                (x) a
certificate of a Responsible Officer of the Borrower within three Business Days after a Responsible Officer of the Borrower
obtains actual knowledge of the occurrence and continuance of any (A) Default, (B) Event of Default, (C) event
or occurrence that has resulted or could reasonably be expected to result in a Material Adverse Effect or (D) receipt of
notice from the agent on a Collateral Loan that the related Obligor has defaulted (beyond applicable grace periods) in the
payment of principal or interest, and (y) a notice from a Responsible Officer of the Borrower (which may be by email)
within the later of (1) three Business Days after a Responsible Officer of the Borrower obtains actual knowledge or (2)
fifteen Business Days after the Borrower receives notice of the occurrence and continuance of any (A) Revaluation Event,
including any Revaluation Event with respect to a Recurring Revenue Loan or a Cap Adjusted Loan (except that Revaluation
Events under clauses (d), (e) and (f) thereof must be notified hereunder within three Business Days after a Responsible
Officer of the Borrower obtains actual knowledge) or (B) Collateral Loan that ceases to be an Eligible Collateral Loan, in
each case setting forth the details thereof and the action, if any, which the Borrower is taking or proposes to take with
respect thereto;


 






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(iv)              from
time to time such additional information regarding the Borrower’s financial position or business and the Collateral (including
reasonably detailed calculations of the Minimum OC Coverage Test and the Collateral Quality Test) as the Administrative Agent
or the Required Lenders (through the Administrative Agent) may reasonably request if reasonably available without undue burden
or expense;


 


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


 


(vi)              promptly following any reasonable request by the Administrative Agent or any Lender, all documentation and other information
that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know
your customer,” anti-money laundering and sanctions rules and regulations, including the PATRIOT Act;


 


(vii)            within
two Business Days after a Responsible Officer of the Borrower obtains actual knowledge thereof, provide notice to the Administrative
Agent of any settlement of, material judgment (including a material judgment with respect to the liability phase of a bifurcated
trial) in or commencement of any material labor controversy, material litigation, material action, material suit or material proceeding
before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, directly
and adversely affecting in any material respect the Collateral (taken as a whole), the Facility Documents, or any Secured Party’s
interest in the Collateral; and


 


(viii)            with
respect to each Obligor of a Collateral Loan: (1) within ten (10) Business Days of the completion of the Servicer’s portfolio
review of such Obligor (which, for each Obligor shall occur no less frequently than four (4) times per calendar year) (I) the
most recent financial reporting packages that correspond to such portfolio review with respect to such Obligor and with respect
to each related Collateral Loan (including any attached or included information, statements and calculations) received as of the
date of the Servicer’s most recent portfolio review and (II) the internal monitoring report prepared by the Servicer with
respect to each Obligor and (2) upon demand by the Administrative Agent, such other information as the Administrative Agent may
reasonably request with respect to any Collateral Loan or Obligor (to the extent reasonably available to the Servicer).





 






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(e)              
 Access to Records and Documents. It shall permit
the Administrative Agent (or any Person designated by the Administrative Agent as its agent or representative, subject to delivery
of standard confidentiality agreements) to, upon reasonable advance notice and during normal business hours, visit and inspect
and make copies thereof at reasonable intervals: (i) its books, records and accounts relating to its business, financial condition,
operations, assets and its performance under the Facility Documents and the Related Documents and to discuss the foregoing with
its and such Person’s officers, partners, employees and accountants, and (ii) the Related Documents with respect to
the Collateral; provided that, so long as no Event of Default has occurred, the Borrower shall be responsible for all costs and
expenses for only one such visit per fiscal year by the Lenders and the Administrative Agent. The Administrative Agent shall be
permitted to schedule such visits on behalf of the Lenders and shall (1) coordinate in good faith with the Lenders to determine
dates which are acceptable to a majority of the Lenders and whenever possible occur on one such date as a single group and (2) provide
10 days’ prior notice to the Lenders of any such visit and any Lender shall be permitted to accompany the Administrative
Agent in such visit.


 


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


 


(i)               
to fund or pay the purchase price of Collateral Loans or Eligible Investments acquired by the Borrower in accordance with
the terms and conditions set forth herein (it being understood that the Borrower may request an Advance to fund the applicable
Advance Rate of one or more Collateral Loans either on the date of acquisition or at a later time during the Reinvestment Period
pursuant to Article II);


 


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


 


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


 


(iv)               
to make Permitted Distributions or Permitted Tax Distributions.


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


 


(g)              
Information and Reports. Each Notice of Borrowing,
each Payment Date Report and all other written information, reports, certificates and statements furnished by or on behalf of
it to any Secured Party for purposes of or in connection with this Agreement, the other Facility Documents or the transactions
contemplated hereby or thereby shall be true, complete and correct in all material respects as of the date such information is
stated or certified; provided that solely with respect to information furnished by the Borrower which was provided to the Borrower
from an Obligor with respect to a Collateral Loan, such information shall only need to be true, complete and correct to the actual
knowledge of the Borrower; provided further that, with respect to projected financial information, the Borrower
represents only that such information represents the Borrower’s good faith estimates as of the date of preparation thereof,
based upon methods and data the Borrower believes to be reasonable and accurate, but actual results during the periods covered
by such projections may differ materially from such projections.


 






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(h)              
Opinions as to Collateral. On or before each five
year anniversary of the Closing Date, at the request of the Administrative Agent, it shall furnish to the Agents an opinion of
counsel addressed to the Agents and the Borrower stating that, in the opinion of such counsel, as of the date of such opinion,
under the Delaware UCC, the UCC financing statement(s) filed in connection with the lien and security interest created by this
Agreement shall remain effective and no additional financing statements, continuation statements or amendments with respect to
such financing statement(s) shall be required to be filed in the State of Delaware from the date thereof through the next five
years to maintain the perfection of the security interest of this Agreement as such security interest otherwise exists on the date
thereof.


 


(i)                
No Other Business. It shall not engage in any business
or activity other than borrowing Advances pursuant to this Agreement, funding, acquiring, owning, holding, administering, selling,
enforcing, lending, exchanging, redeeming, pledging, contracting for the management of and otherwise dealing with Collateral Loans,
Eligible Investments and the Collateral in connection therewith and entering into and performing its obligations under the Facility
Documents, any applicable Related Documents and any other agreement contemplated by this Agreement.


 


(j)                
Tax Matters. It shall remain a disregarded entity
for U.S. federal income tax purposes. It shall (and each Lender hereby agrees to) treat the Advances and the Notes as debt for
U.S. federal income tax purposes and will take no contrary position, unless otherwise required pursuant to a closing agreement
with the U.S. Internal Revenue Service or a non-appealable judgment of a court of competent jurisdiction. It will file (or cause
to be filed) on a timely basis all income and other material Tax returns required to be filed by it, if any, and will pay all income
and other material Taxes due and payable by it and any assessments made against it or any of its property (other than any amount
the validity of which is contested in good faith by appropriate proceedings and with respect to which reserves in conformity with
GAAP are provided on the books of the Borrower).


 


(k)              
Compliance with Legal Opinions. The Borrower shall
take all other actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of Latham
 & Watkins LLP, as special counsel to the Borrower, issued on the Closing Date and relating to the issues of substantive consolidation.


 






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Section 5.02       
Covenants of the Servicer. The Servicer covenants and agrees that, until the Collection Date:


 


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


 


(b)              
Enforcement. It shall not take any action that would
release any Obligor from any of such Obligor’s material covenants or obligations under any instrument or agreement included
in the Collateral, except in the case of (A) repayment of Collateral Loans, (B) subject to the terms of this Agreement,
(1) amendments to Collateral Loans in accordance with the Servicing Standard and (2) actions taken in connection with
the work out or restructuring of any Collateral Loan in accordance with the provisions hereof, and (C) other actions by the
Servicer required hereby or otherwise to the extent not prohibited by, or in conflict with, this Agreement.


 


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


 


(d)              
Other Information. It shall provide to the Administrative
Agent or cause to be provided to the Administrative Agent:


 


(i)                (x) a
certificate of a Responsible Officer of the Servicer within three (3) Business Days after a Responsible Officer of the
Servicer obtains actual knowledge of the occurrence and continuance of any (A) Default, (B) Event of Default,
(C) Potential Servicer Removal Event, (D) Servicer Removal Event, (E) event or occurrence that has resulted or
could reasonably be expected to result in a Material Adverse Effect or (F) receipt of notice from the agent on a
Collateral Loan that the related Obligor has defaulted (beyond applicable grace periods) in the payment of principal or
interest, and (y) a notice from a Responsible Officer of the Servicer (which may be by email) within the later of (1)
three Business Days after a Responsible Officer of the Servicer obtains actual knowledge or (2) fifteen Business Days after
the Borrower receives notice of the occurrence and continuance of any (A) Revaluation Event, including any Revaluation
Event with respect to a Recurring Revenue Loan or a Cap Adjusted Loan (except that Revaluation Events under clauses (d), (e)
and (f) thereof must be notified hereunder within three Business Days after a Responsible Officer of the Servicer obtains
actual knowledge), (B) Material Modification or (C) Collateral Loan that ceases to be an Eligible Collateral Loan, in each
case setting forth the details thereof and the action, if any, which the Servicer is taking or proposes to take with respect
thereto;


 






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(ii)              
from time to time such additional information regarding the Collateral (including reasonably detailed calculations of the
Minimum OC Coverage Test and the Collateral Quality Test) as the Administrative Agent or the Required Lenders (through the Administrative
Agent) may reasonably request if reasonably available without undue burden or expense;


 


(iii)               a Borrowing Base Calculation Statement on (A) each date on which the Servicer sells or substitutes (or commits to sell
or substitute, as the case may be) any Collateral Loan and (B) each other date reasonably requested by the Administrative
Agent upon at least two (2) Business Days’ notice to the Servicer;


 


(iv)              promptly following any reasonable request by the Administrative Agent or any Lender, all documentation and other information
that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know
your customer,” anti-money laundering and sanctions rules and regulations, including the PATRIOT Act; and


 


(v)              
within two (2) Business Days after a Responsible Officer of the Servicer obtains actual knowledge thereof, provide notice
to the Administrative Agent of any settlement of, material judgment (including a material judgment with respect to the liability
phase of a bifurcated trial) in or commencement of any material labor controversy, material litigation, material action, material
suit or material proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, directly and adversely affecting in any material respect the Collateral (taken as a whole), the Facility Documents,
or any Secured Party’s interest in the Collateral.


 


(e)               Access
to Records and Documents. It shall permit the Administrative Agent (or any Person designated by the Administrative
Agent as its agent or representative, subject to delivery of standard confidentiality agreements) to, upon reasonable advance
notice and during normal business hours, visit and inspect and make copies thereof at reasonable intervals its books, records
and accounts relating to the Collateral, the Borrower, the Facility Documents and the performance of the Servicer under the
Facility Documents and to discuss the foregoing with its and such Person’s applicable officers, partners, employees and
accountants; provided that so long as no Event of Default has occurred the Borrower shall be responsible for all costs
and expenses for only one such visit per fiscal year by the Lenders and the Administrative Agent. The Administrative Agent
shall be permitted to schedule such visits on behalf of the Lenders and shall (1) coordinate in good faith with the
Lenders to determine dates which are acceptable to a majority of the Lenders and whenever possible occur on one such date as
a single group and (2) provide 10 days’ prior notice to the Lenders of any such visit and any Lender shall be
permitted to accompany the Administrative Agent in such visit.


 






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(f)               
Information and Reports. Each Notice of Borrowing,
each Payment Date Report and all other written information, reports, certificates and statements furnished by or on behalf of
it to any other Secured Party for purposes of or in connection with this Agreement, the other Facility Documents or the transactions
contemplated hereby or thereby shall be true, complete and correct in all material respects as of the date such information is
stated or certified; provided that solely with respect to information furnished by the Servicer which was provided to the
Servicer from an Obligor with respect to a Collateral Loan, such information shall only need to be true, complete and correct
to the actual knowledge of the Servicer; provided further that, with respect to projected financial information,
the Servicer represents only that such information represents the Servicer’s good faith estimates as of the date of preparation
thereof, based upon methods and data the Servicer believes to be reasonable and accurate, but actual results during the periods
covered by such projections may differ materially from such projections.


 


(g)              
Collections. It shall direct any agent or administrative
agent for any Collateral Loan to remit all payments and collections with respect to such Collateral Loan and, if applicable, to
direct the Obligor with respect to such Collateral Loan to remit all such payments and collections with respect to such Collateral
Loan directly to the Collection Account.


 


(h)              
Priority of Payments. It shall instruct the Collateral
Agent to apply all Interest Proceeds and Principal Proceeds solely in accordance with the Priority of Payments and the other provisions
of this Agreement.


 


(i)                
Anti-Corruption Laws and Sanctions. The Servicer
shall maintain policies and procedures designed to prevent violation of any applicable anti-bribery, anti-corruption, anti-terrorism
or anti-money laundering laws, regulations or rules in any applicable jurisdiction. The Servicer shall not use the proceeds of
the loan hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, sister company, joint venture
partner or any other Person (i) to fund any activities or business of or with any Person, or in any country or territory,
that, at the time of such funding, is, a Sanctioned Person or Sanctioned Country, or (ii) in any other manner that would result
in a violation of Sanctions, any applicable anti-bribery, anti-corruption, anti-terrorism or anti-money laundering laws, regulations
or rules in any applicable jurisdiction by any Person (including any Person participating in the loan hereunder, whether as underwriter,
advisor, investor, lender, hedge provider, facility or security agent or otherwise).


 


Section 5.03       
Negative Covenants of the Borrower. The Borrower
covenants and agrees that, until the Collection Date:


 


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


 






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


 


(c)              
Amendments to Constituent Documents, Etc. Without
the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), (i) it shall not amend,
modify or take any action inconsistent with its Constituent Documents and (ii) it will not amend, modify or waive in any material
respect any term or provision in any Facility Document (other than in accordance with the respective terms thereof).


 


(d)              
ERISA. It shall not establish or incur any liability
or obligation with respect to any Plan or Multiemployer Plan and no member of the ERISA Group shall establish or incur any liability
or obligation with respect to any Plan or Multiemployer Plan that in each case would reasonably be expected to result in a Material
Adverse Effect.


 


(e)              
Liens. It shall not sell, pledge, assign or transfer
to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any of its assets now owned or hereafter acquired
by it at any time, except for Permitted Liens or as otherwise expressly permitted by this Agreement and the other Facility Documents.


 


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


 


(g)               Changes
to Filing Information; Change of Location of Underlying Instruments. It shall not change its name or its
jurisdiction of organization from that referred to in Section 4.01(a), unless it gives thirty (30) days’ (or such
shorter period as agreed to by the Administrative Agent) prior written notice to the Agents and takes all actions that the
Administrative Agent or the Required Lenders (through the Administrative Agent) reasonably request and determine to be
necessary to protect and perfect the Collateral Agent’s perfected security interest in the Collateral. It shall not,
without the prior consent of the Administrative Agent, consent to the Collateral Agent moving any Certificated Securities or
Instruments, unless the Borrower has given at least ten (10) days’ (or such shorter period as agreed to by the
Administrative Agent) written notice to the Administrative Agent and has taken all actions required under the UCC of each
relevant jurisdiction in order to ensure that the Collateral Agent’s first priority perfected security interest
(subject to Permitted Liens) continues in full effect.


 






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(h)              
Transactions with Affiliates. It shall not sell,
lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or
otherwise engage in any other transactions with, the Servicer, the Equityholder and/or any of their Affiliates (including sales
of Defaulted Collateral Loans and other Collateral Loans), unless (x) such transaction is upon terms no less favorable to the Borrower
than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (it being agreed that
any purchase or sale at par shall be deemed to comply with this provision) or (y) the Borrower has received the prior written consent
of the Administrative Agent with respect to such transaction. Notwithstanding the foregoing or anything to the contrary contained
herein, nothing shall prohibit Borrower from (i) transferring or distributing the Collateral Loans to the Equityholder or an Affiliate
of the Equityholder, as applicable, in accordance with Article X, (ii) making Permitted Distributions (in accordance
with the definition thereof) to the Equityholder, (iii) making Permitted Tax Distributions (in accordance with the definition thereof)
or (iv) effecting any transactions in accordance with the terms of the Loan Sale Agreement.


 


(i)                
Investment Company Restriction. It shall not and
shall not permit the pool of Collateral to become required to register as an “investment company” under the Investment
Company Act.


 


(j)                
Anti-Corruption and Sanctions. The Borrower shall
ensure that policies and procedures applicable to it are maintained that are designed to prevent violation of any applicable anti-bribery,
anti-corruption, anti-terrorism or anti-money laundering laws, regulations or rules in any applicable jurisdiction. The Borrower
shall not use the proceeds of the loan hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary,
sister company, joint venture partner or any other Person (i) to fund any activities or business of or with any Person, or
in any country or territory, that, at the time of such funding, is, a Sanctioned Person or Sanctioned Country, or (ii) in
any other manner that would result in a violation of Sanctions, any applicable anti-bribery, anti-corruption, anti-terrorism or
anti-money laundering laws, regulations or rules in any applicable jurisdiction by any Person (including any Person participating
in the loan hereunder, whether as underwriter, advisor, investor, lender, hedge provider, facility or security agent or otherwise).


 


(k)               
[Reserved.]


 


(l)                 Indebtedness;
Guarantees; Securities; Other Assets. It shall not incur or assume or guarantee any indebtedness, obligations (including
contingent obligations) or other liabilities, or issue any additional securities, whether debt or equity, in each case other than
(i) pursuant to or as expressly permitted by this Agreement and the other Facility Documents, including expenses payable
in the ordinary course of business, (ii) obligations under its Constituent Documents or (iii) pursuant to customary
indemnification, expense reimbursement and similar provisions under the Related Documents. It shall not acquire any Collateral
Loan or other property other than as expressly permitted under the Facility Documents, it being understood and agreed that the
Borrower shall be permitted to acquire Collateral Loans from the Servicer, the Equityholder and/or their Affiliates and from unaffiliated
third parties.


 






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(m)            
Validity of this Agreement. It shall not (i) take
any action or omit to take any action, the result of which would permit the validity or effectiveness of any Facility Document
or any grant of Collateral under this Agreement to be impaired, or permit the Lien of this Agreement to be amended, hypothecated,
subordinated, terminated or discharged, or take any action or omit to take any action, the result of which would permit any Person
to be released from any covenant or obligation with respect to this Agreement and (ii) except as permitted by any Facility
Document, take any action that would permit the Lien of this Agreement not to constitute a valid first priority perfected security
interest in the Collateral (subject to Permitted Liens).


 


(n)              
Subsidiaries. It shall not have or permit the formation
of any subsidiaries, except in connection with the receipt of equity securities pursuant to an exercise of remedies with respect
to a Collateral Loan or any work-out or restructuring of a Collateral Loan.


 


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


 


(p)              
Employees. It shall not have any employees.


 


(q)              
Non-Petition. It shall not be party to any agreements
under which it has any material obligation or liability (direct or contingent) without using commercially reasonable efforts to
include customary “non-petition” and “limited recourse” provisions therein (and shall not amend or eliminate
such provisions in any agreement to which it is party), except for loan agreements, related loan documents, any agreements related
to the purchase and sale of any Collateral Loan which contain customary (as determined by the Servicer) purchase or sale terms
or which are documented using customary (as determined by the Servicer) loan trading documentation in connection with the Collateral
Loans and any agreement that does not impose a material obligation on the Borrower and that is of a type that customarily does
not include “non-petition” or “limited recourse” provisions (including customary service contracts and
engagement letters entered into with third party service providers (including independent accountants and providers of independent
directors)).


 


(r)               
Certificated Securities. It shall not acquire or
hold any Certificated Securities in bearer form in a manner that does not satisfy the requirements of United States Treasury Regulations
section 1.165-12(c) (as determined by the Servicer).


 


Section 5.04       
Covenants of the Equityholder. The Equityholder covenants
and agrees that, until the Collection Date:


 


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


 






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(b)              
Other Information. It shall provide to the Administrative
Agent or cause to be provided to the Administrative Agent (with enough additional copies for each Lender) promptly following any
reasonable request by the Administrative Agent or any Lender, all documentation and other information that the Administrative Agent
or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer,” anti-money
laundering and sanctions rules and regulations, including the PATRIOT Act.


 


(c)              
Anti-Corruption Laws and Sanctions. The Equityholder
shall maintain policies and procedures designed to prevent violation of any applicable anti-bribery, anti-corruption, anti-terrorism
or anti-money laundering laws, regulations or rules in any applicable jurisdiction. The Equityholder shall not use the proceeds
of the loan hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, sister company, joint venture
partner or any other Person (i) to fund any activities or business of or with any Person, or in any country or territory,
that, at the time of such funding, is, a Sanctioned Person or Sanctioned Country, or (ii) in any other manner that would result
in a violation of Sanctions, any applicable anti-bribery, anti-corruption, anti-terrorism or anti-money laundering laws, regulations
or rules in any applicable jurisdiction by any Person (including any Person participating in the loan hereunder, whether as underwriter,
advisor, investor, lender, hedge provider, facility or security agent or otherwise).


 


(d)              
Separateness. The Equityholder shall not take any
action that causes, or omit to take any action that results in, the Borrower’s failure to comply with any of its covenants
in Section 5.05 and the Equityholder shall take all other actions necessary to maintain the accuracy of the factual assumptions
set forth in the legal opinions of Latham & Watkins LLP, as special counsel to the Borrower, issued on the Closing Date and
relating to the issues of substantive consolidation.


 


(e)              
Liens. The Equityholder shall neither pledge (nor
permit to be pledged) the equity interests in the Borrower nor otherwise permit any equity interests of the Borrower to be subject
to a Lien other than Permitted Liens.


 


Section 5.05       
Certain Undertakings Relating to Separateness. Without
limiting any, and subject to all, other covenants of the Borrower, the Equityholder and the Servicer contained in this Agreement,
the Borrower (the Servicer in acting on behalf or for the benefit of the Borrower and the Equityholder in acting on behalf of the
Borrower as the member of the Borrower) shall conduct its business and operations in accordance with Section 9(j) of the LLC Agreement.


 






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ARTICLE
VI


 


EVENTS OF DEFAULT


 


Section 6.01       
Events of Default. “Event
of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body):


 


(a)              
a default in the payment, when due and payable, of (x) any principal in respect of the Advances or (y) any interest
or other payment required to be made pursuant to this Agreement or any other Facility Document and if such date is not the Final
Maturity Date, such default, solely in the case of this clause (y), has not been cured within three (3) Business Days after
written notice thereof by the Administrative Agent; provided, that, in the case of clauses (x) and (y) on a date other than
on the Final Maturity Date resulting solely from an administrative error or omission by the Administrative Agent, the Collateral
Agent, the Securities Intermediary or any paying agent, such default continues for a period of two (2) Business Days and five (5)
Business Days, respectively, after the Administrative Agent, the Collateral Agent or the Securities Intermediary receives written
notice or a Responsible Officer of such party has actual knowledge of such administrative error or omission;


 


(b)              
any failure by the Borrower to deposit or credit, or to deliver for deposit, in the Covered Accounts any amount required
hereunder to be so deposited credited or delivered by it, on or before the date occurring three (3) Business Days after the date
such deposit or distribution is required to be made by the Servicer;


 


(c)              
the Borrower or the pool of Collateral becomes an investment company required to be registered under the Investment Company
Act;


 


(d)              
except as otherwise provided in this Section 6.01, a default in the performance, or breach, of any covenant or agreement
of the Borrower or Equityholder under this Agreement or the other Facility Documents to which it is a party (it being understood,
without limiting the generality of the foregoing, that any failure to meet any Concentration Limitation, the Collateral Quality
Test, any Class Minimum OC Coverage Test or the Minimum OC Coverage Test is not an Event of Default under this clause (d)),
or the failure of any representation or warranty of the Borrower or the Equityholder made in this Agreement or in any other Facility
Document to be correct, in each case, in all material respects when the same shall have been made, and the continuation of such
default, breach or failure for a period of thirty (30) days after the earlier of (i) written notice to the Borrower and the
Servicer (which may be by e-mail) by either Agent, and (ii) a Responsible Officer of the Borrower or the Servicer has acquired
actual knowledge thereof; provided that if such default, breach or failure cannot be cured, such Event of Default shall
occur immediately after receipt by the Borrower of such written notice from the Administrative Agent;


 


(e)              
the Borrower ceases to have a valid ownership interest in all of the Collateral (subject to Permitted Liens);


 






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(f)               
 the Borrower assigns any of its rights, obligations, or duties under the Facility Documents without the prior written consent
of each Lender;


 


(g)              
the Borrower’s assets (or the Collateral) constitute “plan assets” for purposes of the Plan Asset Rule;


 


(h)              
(i) any Facility Document or any material provision thereof shall (except in accordance with its terms) terminate,
cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower, the Equityholder or
the Servicer, (ii) the Borrower, the Equityholder, the Servicer or any Governmental Authority shall, directly or indirectly,
contest in any manner the effectiveness, validity, binding nature or enforceability of any Facility Document or any Lien purported
to be created thereunder, or (iii) any Lien securing any obligation under any Facility Document shall, in whole or in part,
cease to be a first priority perfected security interest of the Collateral Agent, except as otherwise permitted in accordance with
the Facility Documents (subject to Permitted Liens);


 


(i)                
an Insolvency Event relating to the Borrower or the Equityholder;


 


(j)                
failure to reduce the Advances to $0 by the Final Maturity Date;


 


(k)               
[reserved];


 


(l)                 the
occurrence of an OC Ratio Breach and such OC Ratio Breach remains unremedied for a period of 10 consecutive Business Days without
being cured;


 


(m)             
the rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the
payment of money in excess individually or in the aggregate of the Dollar Equivalent of $250,000, with respect to the Borrower
(net of amounts covered by insurance), and the Borrower shall not have either (i) discharged or provided for the discharge
of any such judgment, decree or order in accordance with its terms or (ii) perfected a timely appeal of such judgment, decree
or order and caused the execution of same to be stayed during the pendency of the appeal, in each case, within sixty (60) days
from the date of entry thereof;


 


(n)              
the Borrower fails to have at least one Independent Director; provided that the resignation of an Independent Director or
the removal of an Independent Director for “cause” shall not affect this clause (n) unless the Borrower fails
to appoint a new Independent Director within ten (10) Business Days of the effective date of such removal or resignation;


 


(o)              
any Payment Date Report shall fail to be delivered when due and such failure shall continue for three (3) Business Days
after receipt of written notice thereof to the Borrower and the Servicer by the Administrative Agent;


 


(p)              
(i) a Servicer Removal Event or (ii) a Change of Control occurs;


 


(q)               (i) the
Internal Revenue Service shall file notice of a Lien pursuant to Section 6321 of the Code with regard to any asset of
the Borrower and such Lien shall not have been released within five (5) Business Days or (ii) the PBGC shall file notice
of a Lien pursuant to Section 4068 of ERISA with regard to any asset of the Borrower and such Lien shall not have been
released within five (5) Business Days;


 






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(r)               
the failure of the Borrower or any of its subsidiaries to make any payment when due (after giving effect to any related
grace period set forth in the related agreements) under one or more agreements for borrowed money to which it is a party in an
amount in excess of the Dollar Equivalent of $250,000, with respect to the Borrower and its subsidiaries, whether or not such failure
is waived pursuant to the related agreement;


 


(s)               
the Borrower shall have made payments to settle any litigation, claim or dispute totaling more than, in the aggregate, the
Dollar Equivalent of $250,000, with respect to the Borrower and its subsidiaries (net of amounts covered by insurance); or


 


(t)                
the Borrower shall fail to qualify as a bankruptcy-remote entity based on customary criteria such that Borrower’s
special counsel or any other reputable counsel could no longer render a substantive non-consolidation opinion with respect to the
Borrower.


 


Upon a Responsible Officer
of the Borrower or the Servicer obtaining actual knowledge of the occurrence of an Event of Default, each of the Borrower and the
Servicer shall promptly (and in any event within two (2) Business Days) notify each other and the Agents, specifying each specific
Event of Default that has then occurred as well as all other Events of Default that are then known to be continuing. Upon the occurrence
of an Event of Default actually known to a Responsible Officer of the Collateral Agent, the Collateral Agent shall promptly notify
the Administrative Agent (which will notify the Lenders promptly) of such Event of Default in writing.


 


Upon the occurrence and
during the continuance of any Event of Default, in addition to all rights and remedies specified in this Agreement and the other
Facility Documents, including Article VII, and the rights and remedies of a secured party under Applicable Law, including
the UCC, the Administrative Agent shall, at the request of, or may with the consent of, the Majority Lenders, by notice to the
Borrower (with a copy to the Collateral Agent), do any one or more of the following: (1) declare the Individual Lender Maximum
Funding Amounts to be terminated, whereupon the Individual Lender Maximum Funding Amounts shall be terminated, and (2) declare
the principal of and the accrued Interest on the Advances and all other Obligations whatsoever payable by the Borrower hereunder
to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest
or other formalities of any kind, all of which are hereby waived by the Borrower; provided that, upon the occurrence of any Event
of Default described in clause (i) of this Section 6.01, the Individual Lender Maximum Funding Amounts shall automatically
terminate and the Advances and all such other amounts shall automatically become due and payable, without any further action by
any party.


 


In addition, upon
the occurrence and during the continuation of an Event of Default (and with respect to the remedy provided in clause (w)
below, upon the occurrence and during the continuation of an Event of Default described in clause (p)(i) above),
following written notice by the Administrative Agent (provided in its sole discretion or at the direction of the Required
Lenders) to the Servicer of the exercise of control rights with respect to the Collateral, the Administrative Agent may
exercise such rights, including: (v) the exercise of the Servicer’s rights and obligations under the Facility
Documents, including its unilateral power to (A) consent to modifications to Collateral Loans, (B) take any
discretionary action with respect to Collateral Loans and (C) direct the acquisition, sales and other dispositions of
Collateral Loans to be immediately terminated; (w) subject to delivery of a Servicer Removal Notice, remove the Servicer
and transfer of the Servicer’s rights and obligations under the Facility Documents to a Replacement Servicer;
(x) if the Servicer is not terminated or otherwise replaced, to require the Servicer to obtain the consent of the
Administrative Agent before agreeing to any modification of any Collateral Loan, taking any discretionary action with respect
to any Collateral Loan or causing the Borrower to sell or otherwise dispose of any Collateral Loan; (y) if the Servicer
is not terminated or otherwise replaced, to require the Servicer to cause the Borrower to sell or otherwise dispose of any
Collateral Loan as directed by the Administrative Agent pursuant to Section 7.03, and (z) with respect to any
specific Collateral Loan, to require the Servicer to take such discretionary action with respect to such Collateral Loan as
directed by the Administrative Agent.


 






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Section 6.02       
OC Ratio Breach Cures. (a)  Notwithstanding
anything to the contrary in this Agreement, if an OC Ratio Breach has occurred, within ten (10) Business Days of the occurrence
of such OC Ratio Breach, the Equityholder may, but shall not be required to, cure such condition by effecting one or more (or any
combination thereof) of the following actions in order to cure such OC Ratio Breach as of such date of determination: (i) making
a cash payment into the Principal Collection Subaccount in an amount (which shall be in increments of $500,000) that would cause
such OC Ratio Breach to be cured after giving effect to such payment into the Principal Collection Subaccount (any such payment,
an “OC Ratio Posting Payment”), (ii) repaying or causing the Borrower to repay outstanding Advances, and/or
(iii) subject to the approval of the Administrative Agent, in its sole discretion, by assignment and contribution of additional
Eligible Collateral Loans to the Borrower.


 


(b)              
No later than 3:00 p.m. on the Business Day prior to the proposed repayment of outstanding Advances or assignment of additional
Eligible Collateral Loans pursuant to Section 6.02(a), the Borrower (or the Equityholder on its behalf) shall deliver (i) to the
Administrative Agent (with a copy to the Collateral Agent) notice of such repayment or assignment and a duly completed Borrowing
Base Calculation Statement, updated to the date such repayment or assignment is being made and giving pro forma effect to
such repayment or assignment, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Collateral Loan
and each Obligor of such Eligible Collateral Loan to be assigned and added to the Data File. Any notice pertaining to any repayment
or any assignment pursuant to this Section 6.02 shall be irrevocable.


 


ARTICLE
VII



PLEDGE OF COLLATERAL; RIGHTS OF THE COLLATERAL AGENT


 


Section 7.01        Grant
of Security. (a)  The Borrower hereby grants, pledges, transfers and collaterally assigns to the
Collateral Agent, for the benefit of the Secured Parties, as collateral security for all Obligations, a continuing security
interest in, and a Lien upon, all of the Borrower’s right, title and interest in, to and under, the following property,
in each case whether tangible or intangible, wheresoever located, and whether now owned by the Borrower or hereafter acquired
and whether now existing or hereafter coming into existence (in each case excluding the Excluded Amounts) (all of the
property described in this Section 7.01(a) being collectively referred to herein as the “Collateral”):


 






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(i)               
all Collateral Loans and Related Documents (including those listed, as of the Closing Date, in Schedule 3), both now and
hereafter owned, including all Collections and other Proceeds thereon or with respect thereto;


 


(ii)              
each Covered Account and all Money and all investment property (including all securities, all security entitlements with
respect to such Covered Account and all financial assets carried in such Covered Account) from time to time on deposit in or credited
to each Covered Account;


 


 


(iii)              all
interest, dividends, distributions and other Money or property of any kind distributed in respect of the Collateral Loans of the
Borrower, which the Borrower is entitled to receive, including all Collections in respect of its Collateral Loans;


 


(iv)              each
Facility Document and all rights, remedies, powers, privileges and claims under or in respect thereto (whether arising pursuant
to the terms thereof or otherwise available to the Borrower at law or equity), including the right to enforce each such Facility
Document and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or
with respect thereto, to the same extent as the Borrower could but for the assignment and security interest granted to the Collateral
Agent under this Agreement;


 


(v)               all
Cash or Money;


 


(vi)              all
loans and investments and, in each case as defined in the UCC, securities, accounts, chattel paper, deposit accounts, instruments,
financial assets, investment property, general intangibles, letter-of-credit rights, and supporting obligations of the Borrower,
and all other property of any type or nature in which the Borrower has an interest (including the equity interests of each subsidiary
of the Borrower), and all property of the Borrower which is delivered to the Collateral Agent by or on behalf of the Borrower
(whether or not constituting Collateral Loans or Eligible Investments);


 


(vii)             all
Liens, property, guaranties, supporting obligations, insurance and other agreements or arrangements of whatever character from
time to time supporting or securing payment of the assets, investments and properties described above; and


 


(viii)             all
Proceeds of any and all of the foregoing.


 


(b)              
All terms used in this Section 7.01 but not defined in Section 1.01 shall have the respective meanings assigned
to such terms in the UCC as applicable.


 


Section 7.02        Release
of Security Interest. Upon the Collection Date or pursuant to Section 8.08, the Collateral Agent, on behalf
of the Secured Parties, shall, at the expense of the Borrower, promptly execute, deliver and file or authorize for filing
such instruments as the Borrower shall reasonably request in order to reassign, release or terminate the Secured
Parties’ security interest in the Collateral. The Secured Parties acknowledge and agree that upon the sale or
disposition of any Collateral by the Borrower in compliance with the terms and conditions of this Agreement, the security
interest of the Secured Parties in such Collateral shall automatically and immediately terminate and the Collateral Agent, on
behalf of the Secured Parties, shall, at the expense of the Borrower, execute, deliver and file or authorize for filing such
instrument as the Borrower shall reasonably request to reflect or evidence such termination. Any and all actions under this
Article VII in respect of the Collateral shall be without any recourse to, or representation or warranty by any Secured
Party and shall be at the sole cost and expense of the Borrower.


 






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Section 7.03       
Rights and Remedies. The Collateral Agent (for itself
and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the UCC and other
Applicable Law. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or its designees shall,
at the written direction of the Administrative Agent or the Required Lenders acting through the Administrative Agent, (a) instruct
the Borrower to deliver any or all of the Collateral, the Related Documents and any other document relating to the Collateral to
the Collateral Agent or its designees and otherwise give all instructions for the Borrower regarding the Collateral; (b) sell
or otherwise dispose of the Collateral in a commercially reasonable manner, all without judicial process or proceedings; (c) take
control of the Proceeds of any such Collateral; (d) subject to the provisions of the applicable Related Documents, exercise
any consensual or voting rights in respect of the Collateral; (e) release, make extensions, discharges, exchanges or substitutions
for, or surrender all or any part of the Collateral; (f) enforce the Borrower’s rights and remedies with respect to
the Collateral; (g) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any
of the Collateral; (h) require that the Borrower immediately take all actions necessary to cause the liquidation of the Collateral
in order to pay all amounts due and payable in respect of the Obligations, in accordance with the terms of the Related Documents;
(i) redeem any asset of the Borrower to pay amounts due and payable in respect of the Obligations; (j) make copies of
all books, records and documents relating to the Collateral; and (k) endorse the name of the Borrower upon any items of payment
relating to the Collateral or upon any proof of claim in bankruptcy against an account debtor. To the extent permitted by applicable
law, each of the Borrower, the Servicer and the Equityholder waive all claims, damages and demands it may acquire against the Administrative
Agent, the Collateral Agent and the Secured Parties arising out of the exercise by the Administrative Agent or the Collateral Agent
of any of their rights hereunder, except for any claims, damages and demands it may have against the Administrative Agent or the
Collateral Agent arising from the willful misconduct or gross negligence of the Administrative Agent or the Collateral Agent or
their affiliates, or any agents or employees of the foregoing.


 


The Borrower hereby
agrees that, upon the occurrence and during the continuance of an Event of Default, at the request of either Agent or the
Required Lenders (acting through the Administrative Agent), it shall execute all documents and agreements which are necessary
or appropriate to have the Collateral to be assigned to the Collateral Agent or its designee. For purposes of taking the
actions described in clauses (a) through (k) of this Section 7.03 the Borrower hereby irrevocably appoints the
Collateral Agent as its attorney-in-fact (which appointment being coupled with an interest and is irrevocable while any of
the Obligations remain unpaid), with power of substitution, in the name of the Collateral Agent or in the name of the
Borrower or otherwise, for the use and benefit of the Collateral Agent, but at the cost and expense of the Borrower and,
except as expressly required by Applicable Law, without notice to the Borrower.


 






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Each of the Borrower,
the Servicer and the Equityholder recognizes that the Administrative Agent may be unable to effect a public sale of any or all
of the Collateral, by reason of certain prohibitions contained in the Securities Act, and applicable state securities laws or otherwise,
and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to
agree, among other things, to acquire such item of Collateral for their own account for investment and not with a view to the distribution
or resale thereof. Each of the Borrower, the Servicer and the Equityholder acknowledges and agrees that any such private sale may
result in prices and other terms less favorable to the Administrative Agent on behalf of the Secured Parties than if such sale
were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made
in a commercially unreasonable manner solely by virtue of being a private sale.


 


Each of the Borrower,
the Servicer and the Equityholder further agrees that a breach of any of their covenants contained in this Section 7.03 will cause
irreparable injury to the Administrative Agent and the Secured Parties, that the Administrative Agent and the Secured Parties have
no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section
7.03 shall be specifically enforceable against the Borrower, the Servicer and the Equityholder, and each of the Borrower, the Servicer
and the Equityholder hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants
except for a defense that no Event of Default has occurred under this Agreement or any defense relating to the Administrative Agent’s
willful misconduct or gross negligence.


 


Pursuant to the UCC,
each of the Borrower, the Servicer and the Equityholder hereby specifically agrees (x) that it shall not raise any objection to
any Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure
sale conducted in conformity with the principles set forth in the No Action Letters promulgated by the SEC staff (1) shall be considered
to be a “public” sale for purposes of the UCC, (2) shall be considered commercially reasonable notwithstanding that
the Secured Party has not registered or sought to register the Collateral under the Securities Act, even if the Borrower agrees
to pay all costs of the registration process, and (3) shall be considered to be commercially reasonable notwithstanding that the
Secured Party purchases the Collateral at such a sale.


 


Each of the
Borrower, the Servicer and the Equityholder agrees that neither the Administrative Agent nor the Collateral Agent shall have
any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the
Administrative Agent or the Collateral Agent pursuant to this Agreement. Each of the Borrower, the Servicer and the
Equityholder hereby agrees that the Administrative Agent or the Collateral Agent shall have the right to conduct, and shall
not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a
commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one
or more types that threaten to decline speedily in value. The Borrower, the Servicer and the Equityholder hereby waive any
claims against the Administrative Agent and the Collateral Agent arising by reason of the fact that the price at which any of
the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or
was less than the aggregate amount of the Borrower’s obligations under this Agreement, even if the Administrative Agent
or the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder, provided
that Administrative Agent or the Collateral Agent has acted in a commercially reasonable manner in conducting such private
sale. Without in any way limiting the Administrative Agent’s or the Collateral Agent’s right to conduct a
foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower, the Servicer and the
Equityholder hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be
considered a commercially reasonable sale, and each of the Borrower, the Servicer and the Equityholder hereby irrevocably
waives any right to contest any such sale conducted in accordance with the following provisions:


 






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(1)       the
Administrative Agent or the Collateral Agent conducts such foreclosure sale in the State of New York;


 


(2)       such
foreclosure sale is conducted in accordance with the laws of the State of New York; and


 


(3)       not
more than thirty days before, and not less than three Business Days in advance of such foreclosure sale, the Administrative Agent
or the Collateral Agent notifies the Borrower, the Servicer and the Equityholder at the address set forth herein of the time and
place of such foreclosure sale.


 


In connection with the
sale of the Collateral following the acceleration of the Obligations (and notification thereof to the Borrower, the Equityholder
and the Servicer), the Equityholder, the Servicer and their respective Affiliates shall have the right to purchase any or all of
the Collateral, in each case by paying to the Collateral Agent in immediately available funds, an amount equal to all outstanding
Obligations (other than contingent indemnification and reimbursement obligations which are unknown, unmatured and/or for which
no claim giving rise thereto has been asserted). If the Equityholder, the Servicer and their respective Affiliates fail to exercise
this purchase right within ten (10) days following such acceleration of the Obligations (and notification thereof), then such contractual
rights shall be irrevocably forfeited by the Equityholder, the Servicer and all Affiliates thereof, but nothing herein shall prevent
the Equityholder, the Servicer or their respective Affiliates from bidding at any sale of such Collateral.


 


Notwithstanding
anything in this Section 7.03 to the contrary, the Collateral Agent shall be under no duty or obligation to take any
affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement unless and to the
extent expressly so directed by the Administrative Agent, the Required Lenders or the Majority Lenders, as applicable;
provided that the Collateral Agent shall not be required to take any action hereunder at the direction of the Administrative
Agent or any Secured Party if such action would, in the reasonable determination of the Collateral Agent (x) be in
violation of or contrary to applicable law or any provisions of this Agreement or other Facility Document or (y) expose
the Collateral Agent to liability unless it has received reasonably satisfactory indemnity with respect thereto.


 


All sums paid or advanced
by the Collateral Agent in connection with the foregoing and all reasonable and documented out-of-pocket costs and expenses (including
reasonable and documented attorneys’ fees and expenses) incurred in connection therewith, together with interest thereon
at the Post-Default Rate from the date of payment until repaid in full, shall be paid by the Borrower to the Collateral Agent from
time to time on demand in accordance with the Priority of Payments and shall constitute and become a part of the Obligations secured
hereby.


 






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Section 7.04       
Remedies Cumulative. Each right, power, and remedy
of the Agents and the other Secured Parties, or any of them, as provided for in this Agreement or in the other Facility Documents
or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in
addition to every other right, power, or remedy provided for in this Agreement or in the other Facility Documents or now or hereafter
existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by either of the Agents
or any other Secured Party of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later
exercise by such Persons of any or all such other rights, powers, or remedies.


 


Section 7.05       
Related Documents. (a)  Each of the Borrower
and the Servicer hereby agrees that, to the extent not expressly prohibited by the terms of the Related Documents, after the occurrence
and during the continuance of an Event of Default, it shall (i) upon the written request of either Agent, promptly forward
to such Person all material information and notices which it receives under or in connection with the Related Documents relating
to the Collateral, (ii) upon the written request of the Administrative Agent, promptly forward to the Administrative Agent
any reasonably requested information relating to any specified Collateral Loans and (iii) upon the written request of either
Agent, act and refrain from acting in respect of any request, act, decision or vote under or in connection with the Related Documents
relating to the Collateral only in accordance with the direction of the Administrative Agent (in its reasonable discretion).


 


(b)              
The Borrower agrees that, to the extent the same shall be in the Borrower’s possession, it will hold all Related Documents
relating to the Collateral in trust for the Collateral Agent on behalf of the Secured Parties, and upon request of either Agent
following the occurrence and during the continuance of an Event of Default or as otherwise provided herein, promptly deliver the
same to the Collateral Agent or its designee. In addition, in accordance with the Custodian Agreement, promptly (and in any event,
within five (5) Business Days) following its acquisition of any Collateral Loan, the Borrower shall deliver to the Custodian, to
the extent applicable, copies of the Related Documents.


 


Section 7.06        Borrower
Remains Liable. (a)  Notwithstanding anything herein to the contrary, (i) the Borrower shall remain
liable under the contracts and agreements included in and relating to the Collateral (including the Related Documents) to the
extent set forth therein, and shall perform all of its duties and obligations under such contracts and agreements to the same
extent as if this Agreement had not been executed, and (ii) the exercise by any Secured Party of any of its rights
hereunder shall not release the Borrower from any of its duties or obligations under any such contracts or agreements
included in the Collateral.


 






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(b)              
No obligation or liability of the Borrower is intended to be assumed by the Administrative Agent or any other Secured Party
under or as a result of this Agreement or the other Facility Documents, or the transactions contemplated hereby or thereby, including
under any Related Document or any other agreement or document that relates to Collateral and, to the maximum extent permitted under
provisions of Law, the Administrative Agent and the other Secured Parties expressly disclaim any such assumption.


 


Section 7.07       
Protection of Collateral. The Borrower shall from
time to time execute, deliver, file and/or authorize the filing of all UCC-1 financing statements and continuation statements and
the equivalent thereof in any applicable foreign jurisdiction, if applicable, instruments of further assurance and other instruments,
and shall take such other action as may be necessary or advisable to secure the rights and remedies of the Secured Parties hereunder
and to:


 


(a)              
grant security more effectively on all or any portion of the Collateral;


 


(b)              
maintain, preserve and perfect any grant of security made or to be made by this Agreement including the first priority nature
of the Lien granted hereunder or to carry out more effectively the purposes hereof;


 


(c)              
perfect, publish notice of or protect the validity of any grant made or to be made by this Agreement (including any and
all actions necessary as a result of changes in Law);


 


(d)              
enforce any of the Collateral or other instruments or property included in the Collateral;


 


(e)              
preserve and defend title to the Collateral and the rights therein of the Collateral Agent and the Secured Parties in the
Collateral against the claims of all third parties; and


 


(f)               
pay or cause to be paid any and all taxes levied or assessed upon all or any part of the Collateral.


 


The Borrower hereby designates
the Collateral Agent as its agent and attorney in fact to prepare and file any UCC-1 financing statement and continuation statement
and the equivalent thereof in any applicable foreign jurisdiction, if applicable, and all other instruments, and take all other
actions, required pursuant to this Section 7.07 if the Borrower fails to take any such action within ten (10) Business Days
after either Agent’s request therefor. Such designation shall not impose upon the Collateral Agent or the Administrative
Agent or any other Secured Party, or release or diminish, the Borrower’s obligations under this Section 7.07. The Borrower
further authorizes the Collateral Agent to file UCC-1 financing statements or the equivalent thereof in any foreign jurisdiction,
if applicable, that name the Borrower as debtor and the Collateral Agent as secured party and that describes “all assets
in which the debtor now or hereafter has rights” as the Collateral in which the Collateral Agent has a grant of security
hereunder.


 


ARTICLE
VIII




ACCOUNTS, ACCOUNTINGS AND RELEASES


 


Section 8.01       
Collection of Money. Except as otherwise expressly
provided herein, the Administrative Agent may and the Collateral Agent shall at the direction of the Administrative Agent demand
payment or delivery of, and shall collect, directly and without intervention or assistance of any fiscal agent or other intermediary,
all Money and other property payable to or receivable by the Collateral Agent pursuant to this Agreement, including all payments
due on the Collateral, in accordance with the terms and conditions of such Collateral. The Collateral Agent shall segregate and
hold all such Money and property received by it for the benefit of the Secured Parties and shall apply it as provided in this Agreement.
Each Covered Account shall be established and maintained under the Account Control Agreement with a Qualified Institution. Any
Covered Account may contain any number of subaccounts for the convenience of the Collateral Agent or as required by the Servicer
for convenience in administering the Covered Account or the Collateral.


 






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Section 8.02       
Collateral Account and Collection Account. (a)  In
accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish
at the Securities Intermediary (i) the “Collateral Account,” which
shall be maintained with the Securities Intermediary in accordance with the Account Control Agreement and which shall be subject
to the Lien of the Collateral Agent, and (ii) the “Collection Account”
which shall be maintained with the Securities Intermediary in accordance with the Account Control Agreement, which shall be subject
to the Lien of the Collateral Agent and which shall consist of five segregated subaccounts, one of which will be designated the
 “Interest Collection Subaccount,” one of which will be designated the
 “Principal Collection Subaccount,” one of which will be designated
the “CAD Collection Account,” one of which will be designated the “EUR Collection Account”
and one of which will be designated the “GBP Collection Account”. The Collateral Agent shall from time to time
deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 8.06(a), promptly
upon receipt thereof, all Interest Proceeds received by the Collateral Agent. The Collateral Agent shall deposit promptly upon
receipt thereof all other amounts remitted to the Collection Account into the Principal Collection Subaccount including, in addition
to the deposits required pursuant to Section 8.06(a), all Principal Proceeds (unless simultaneously reinvested in additional
Collateral Loans in accordance with Article X or in Eligible Investments or required to be deposited in the Revolving Reserve
Account pursuant to Section 8.04) received by the Collateral Agent. All Monies deposited from time to time in the Collection
Account pursuant to this Agreement shall be held by the Collateral Agent as part of the Collateral and shall be applied to the
purposes herein provided. Subject to Section 8.02(c), amounts in the Collection Account shall be reinvested pursuant to Section 8.06(a).
Other than as expressly set forth herein, the Collateral Agent shall from time to time deposit into the Collateral Account any
Collateral that is capable of being delivered to and held by the Securities Intermediary and credited to an account in accordance
with the terms of this Agreement and the Account Control Agreement.


 


(b)               At
any time when reinvestment is permitted pursuant to Article X, the Servicer on behalf of the Borrower (subject to
compliance with Article X) may, by delivery of a certificate or an email instruction of a Responsible Officer of the
Servicer or a trade ticket or SWIFT transmission, direct the Collateral Agent to, and upon receipt of such certificate,
email, trade ticket or SWIFT transmission, as applicable, the Collateral Agent shall, withdraw funds on deposit in the
Principal Collection Subaccount representing Principal Proceeds (together with accrued interest received with regard to any
Collateral Loan and Interest Proceeds but only to the extent used to pay for accrued interest on an additional Collateral
Loan) and reinvest such funds in additional Collateral Loans or make a Permitted Distribution or Permitted Tax Distribution
in accordance with such certificate, email, trade ticket or SWIFT transmission. At any time as of which sufficient funds are
not on deposit in the Revolving Reserve Account, the Servicer on behalf of the Borrower may, by delivery of a certificate of
a Responsible Officer of the Servicer, direct the Collateral Agent to, and upon receipt of such certificate the Collateral
Agent shall, withdraw funds on deposit in the Principal Collection Subaccount representing Principal Proceeds and remit such
funds as so directed by the Servicer to meet the Borrower’s funding obligations in respect of Delayed Drawdown
Collateral Loans or Revolving Collateral Loans.


 






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(c)              
The Collateral Agent shall transfer to the Payment Account, from the Collection Account for application pursuant to Section 9.01(a),
on the Business Day prior to each Payment Date, the amount set forth to be so transferred in the Payment Date Report for such Payment
Date.


 


Section 8.03       
Payment Account. In accordance with this Agreement
and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Securities Intermediary
a single, segregated account in the corporate trust department of the Securities Intermediary in the name “DLF Financing
SPV LLC Payment Account, subject to the Lien of the Collateral Agent,” which shall be designated as the “Payment
Account,” which shall be maintained by the Borrower with the Securities Intermediary in accordance with the Account
Control Agreement and which shall be subject to the Lien of the Collateral Agent. Except as provided in Section 9.01, the
only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall
be to pay amounts due and payable under the Priority of Payments on the Payment Dates in accordance with their terms and the provisions
of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in
accordance with this Agreement and the Priority of Payments. Amounts on deposit in the Payment Account will not be invested.


 


Section 8.04       
The Revolving Reserve Account; Fundings. In accordance
with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Securities
Intermediary a single, segregated account in the corporate trust department of the Securities Intermediary in the name “DLF
Financing SPV LLC Revolving Reserve Account, subject to the Lien of the Collateral Agent,” which shall be designated as the
 “Revolving Reserve Account,” which shall be maintained by the Borrower
with the Securities Intermediary in accordance with the Account Control Agreement and which shall be subject to the Lien of the
Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with
the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve
Account other than in accordance with this Agreement and the Priority of Payments.


 


During the Reinvestment
Period, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit
in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account and finally, available
Advances. On the last day of the Reinvestment Period, to the extent the amount of funds on deposit in the Revolving Reserve Account
are less than the Revolving Exposure, (x) the Borrower shall request a final Advance in an amount sufficient to fund the Revolving
Reserve Account in an amount equal to the Revolving Exposure; provided that after giving effect to such Advance, the aggregate
principal amount of the Advances then outstanding shall not exceed the Maximum Available Amount, and/or (y) the Borrower shall
deposit other available funds into the Revolving Reserve Account in an amount sufficient to fund the Revolving Reserve Account
in an amount equal to the Revolving Exposure. After the Facility Termination Date, fundings of Delayed Drawdown Collateral Loans
and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available
Principal Proceeds on deposit in the Collection Account. In addition, after the Facility Termination Date, all Principal Proceeds
received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent such proceeds
may be re-borrowed by the related Obligors.


 






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Amounts on deposit in
the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Servicer pursuant
to Section 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest
Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely
to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans and settle purchases of Collateral Loans
committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that
the aggregate amount of funds on deposit therein at any time exceeds an amount equal to the Revolving Exposure, the Collateral
Agent, at the direction of the Borrower (or the Servicer on the Borrower’s behalf) shall remit such excess to the Principal
Collection Subaccount. In addition, following the occurrence of an Event of Default, funds in the Revolving Reserve Account may
be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount pursuant to and at the direction of
the Administrative Agent.


 


Section 8.05       
[Reserved].


 


Section 8.06        Reinvestment
of Funds in Covered Accounts; Reports by Collateral Agent. (a)  By delivery of a certificate of a
Responsible Officer (which may be in the form of standing instructions), the Borrower (or the Servicer on behalf of the
Borrower) shall at all times direct the Collateral Agent to, and, upon receipt of such certificate, the Collateral Agent
shall, invest all funds on deposit in the Collection Account and the Revolving Reserve Account in Eligible Investments
selected by the Borrower (or the Servicer on its behalf) and having stated maturities no later than the Business Day
preceding the next Payment Date (or such shorter maturities expressly provided herein, including Section 8.04 above).
If, prior to the occurrence of an Event of Default, the Servicer shall not have given any such investment directions, such
funds shall remain uninvested. After the occurrence and during the continuance of an Event of Default, the Collateral Agent
shall invest and reinvest such Monies as fully as practicable in Specified Eligible Investments selected by the
Administrative Agent in accordance with the definition of Specified Eligible Investment (and if no Specified Eligible
Investment has been specified, such funds shall be invested in the Specified Eligible Investment selected by the Servicer or
held uninvested if none has been selected). Except to the extent expressly provided otherwise herein, all interest, gain,
loss and other income from such investments shall be deposited, credited or charged (as applicable) in and to the Interest
Collection Subaccount. Absent its timely receipt of such instruction from the Servicer in accordance with the foregoing, the
Collateral Agent shall not be under an obligation to invest (or pay interest on) funds held hereunder. The Collateral Agent
shall in no way be liable for any insufficiency in a Covered Account resulting from any loss relating to any such
investment.


 


(b)              
The Collateral Agent agrees to give the Borrower prompt notice if any Covered Account or any funds on deposit in any Covered
Account, or otherwise to the credit of a Covered Account, shall become subject to any writ, order, judgment, warrant of attachment,
execution or similar process. All Covered Accounts shall remain at all times with the Securities Intermediary.


 






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(c)              
The Collateral Agent shall supply, in a timely fashion, to the Borrower and the Servicer any information regularly maintained
by the Collateral Agent that the Borrower or the Servicer may from time to time reasonably request with respect to the Collateral,
the Covered Accounts and the other Collateral and provide any other requested information reasonably available to the Collateral
Agent and required to be provided by Section 8.07 or to permit the Servicer to perform its obligations hereunder or the Borrower’s
obligations hereunder that have been delegated to the Servicer. The Collateral Agent shall promptly forward to the Servicer copies
of notices and other writings received by it from the Obligor of any Collateral Loan or from any Clearing Agency with respect to
any Collateral Loan which notices or writings advise the holders of such Collateral Loan of any rights that the holders might have
with respect thereto (including requests to vote with respect to amendments or waivers and notices of prepayments and redemptions)
as well as all periodic financial reports received from such Obligor and Clearing Agency with respect to such Obligor.


 


Section 8.07       
Accountings.


 


(a)              
[Reserved.]


 


(b)               Payment
Date Accounting. The Borrower shall render (or cause to be rendered) an accounting (each, a “Payment
Date Report”), determined as of the close of business on each Determination Date preceding a Payment Date
(such Determination Date, a “Payment Date Report Determination
Date”), and shall deliver such Payment Date Report to the Agents, the Servicer and each Lender not later
than the second Business Day preceding the related Payment Date. The Servicer shall compile and provide to the Collateral
Agent and the Administrative Agent a loan data file (the “Data
File”) in the form of Exhibit H for the previous monthly period ending on the Payment Date Report
Determination Date (containing such information agreed upon by the Servicer, the Collateral Agent and the Administrative
Agent). The Servicer shall provide (or cause to be provided) the Data File to the Collateral Agent at least three (3)
Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based
solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in
clauses (i) through (xvi) below made by the Servicer in any such Payment Date Report for such calendar month, within two
(2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy
between the Collateral Agent’s calculations and the Payment Date Report. The Collateral Agent shall re-calculate
pursuant to the preceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess
Concentration Amount, (iv) Maximum Available Amount, (v) Class 1 Borrowing Base, (vi) Class 2 Borrowing Base, (vii)
Class 3 Borrowing Base, (viii) Class 1 OC Ratio, (ix) Class 2 OC Ratio, (x) Class 3 OC Ratio, (xi) each Class Minimum OC
Coverage Test, (xii) the Minimum OC Coverage Test, (xiii) the Collateral Quality Test, (xiv) completion of Priority
of Payments pursuant to Section 9.01(a), (xv) balances for each of the Covered Accounts and (xvi) such other
calculations as may be mutually agreed upon by the Collateral Agent, the Servicer and the Administrative Agent. Upon receipt
of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the
Payment Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the
Payment Date Report. The Payment Date Report shall contain the information that is agreed to by the Servicer, the
Administrative Agent and the Collateral Agent from time to time.


 






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In addition, the Borrower
shall provide (or cause to be provided) in each Payment Date Report a statement setting forth in reasonable detail each amendment,
modification or waiver under any Related Document for each Collateral Loan that constitutes a Material Modification that became
effective since the immediately preceding Payment Date Report (or, in respect of the first Payment Date Report, from the Closing
Date); provided, that the requirement set forth in this paragraph shall be deemed satisfied to the extent the loan tape
included with such Payment Date Report marks such Collateral Loan as having been subject to a Material Modification.


 


(c)              
Daily Accounting. For each Business Day, the Collateral Agent shall render to the Borrower (with a copy to the Administrative
Agent and the Servicer) a daily report of (i) all deposits to and withdrawals from the Covered Accounts for such Business Day and
the outstanding balance of the Covered Accounts as of the end of such Business Day, (ii) all settled trades of securities for such
Business Day, (iii) the Adjusted Principal Balance of each Collateral Loan as of the end of such Business Day, (iv) the OC Ratio
as of the end of such Business Day, (v) the Borrower’s compliance with the Concentration Limitations, (vi) the Loan Value
of each Collateral Loan, (vii) the S&P rating and Moody’s rating of each Collateral Loan and/or the Obligor thereunder
(if applicable), (viii) all principal and interest payments made or to be made on each Collateral Loan on such Business Day, (ix)
the applicable interest rates, interest rate resets, interest accrual periods and interest rate and benchmark floors, if any, of
each Collateral Loan, (x) the portion of the Principal Balance of any Delayed Drawdown Collateral Loan that is unfunded, (xi) the
amount of Interest Proceeds received from Collateral Loans and Eligible Investments, (xii) the Collateral Loans that are Defaulted
Collateral Loans and (xiii) such other items as may be agreed upon from time to time by the Collateral Agent and the Borrower.
 “Loan Value” shall be determined in accordance with the definition herein and provided to the Collateral Agent. For
purposes of calculating the Adjusted Principal Balance of each Collateral Loan, the Collateral Agent shall begin including each
Collateral Loan in the report as of its trade date.


 


(d)               Failure
to Provide Accounting. If the Collateral Agent shall not have received any accounting provided for in this
Section 8.07 on the first Business Day after the date on which such accounting is due to the Collateral Agent, the
Collateral Agent shall notify the Servicer who shall use reasonable efforts to obtain such accounting by the applicable
Payment Date. The Collateral Agent shall in no event have any liability for the actions or omissions of the Servicer, the
Borrower 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 Servicer, the
Borrower or another Person (other than claims relating to the Collateral Agent’s gross negligence or willful
misconduct).


 


Section 8.08       
Release of Collateral. (a)  The Borrower
may, by delivery of a certificate of a Responsible Officer of the Servicer (with the written consent of the Administrative Agent
if the Administrative Agent has notified the Collateral Agent in writing, following the occurrence of or during the continuation
of an Event of Default, to only permit releases with the written consent of the Administrative Agent) delivered to the Collateral
Agent and Custodian, as applicable, certifying that the sale, substitution or Lien Release Dividend, as applicable, of such loan
is being made in accordance with Section 10.01 (provided that the delivery of a trade ticket or other instruction by the Borrower
shall be deemed to constitute such certification) and such sale complies with all applicable requirements of Section 10.01,
direct the Collateral Agent to release or cause to be released such item from the Lien of this Agreement and, upon receipt of such
certificate, the Collateral Agent (or Custodian, as applicable) shall deliver any such item, if in physical form, duly endorsed
to the broker or purchaser designated in such certificate or, if such item is a Clearing Corporation Security, cause an appropriate
transfer thereof to be made, in each case against receipt of the sales price therefor as specified by the Servicer in such certificate;
provided that the Collateral Agent may deliver any such item in physical form for examination in accordance with street delivery
custom.


 






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(b)              
Subject to the terms of this Agreement, the Collateral Agent (or Custodian, as applicable) shall, upon the receipt of a
certificate or other trade ticket or direction of a Responsible Officer of the Servicer, deliver any Collateral in accordance with
such certificate, trade ticket or other direction and execute such documents or instruments as are delivered by or on behalf of
the Borrower and reasonably necessary to release or cause to be released such security from the Lien of this Agreement, which is
set for any mandatory call or redemption or payment in full to the appropriate paying agent on or before the date set for such
call, redemption or payment, in each case against receipt of the call or redemption price or payment in full thereof.


 


(c)              
As provided in Section 8.02(a), the Collateral Agent shall deposit any proceeds received by it from the disposition
of any Collateral in the applicable subaccount of the Collection Account, unless simultaneously applied to the purchase of additional
Collateral Loans or Eligible Investments as permitted under and in accordance with the requirements of this Article VIII and
Article X.


 


(d)              
The Collateral Agent shall, upon receipt of a certificate of a Responsible Officer of the Borrower certifying that there
are no Individual Lender Maximum Funding Amounts outstanding and all Obligations of the Borrower hereunder and under the other
Facility Documents have been satisfied, execute such documents or instruments as are delivered by or on behalf of the Borrower
and reasonably necessary to release any remaining Collateral from the Lien of this Agreement.


 


(e)              
 Any Collateral Loan or amounts that are released pursuant to Section 8.08(a) or (b) shall be automatically released
from the Lien of this Agreement.


 


Section 8.09       
Reports by Independent Accountants. (a)  The
Servicer will cause Deloitte or any other firm of nationally recognized independent public accountants (who may also render other
services to the Servicer) consented to by the Administrative Agent (the “Independent
Accountants”) to furnish to the Administrative Agent, each Lender and the Collateral Agent (i) on or prior
to December 31, 2021 (the “Initial AUP Report Date”), a report relating
to one Payment Date Report (as selected by the Administrative Agent), delivered prior to the Initial AUP Report Date, and (ii) on
or prior to each one-year anniversary of the Initial AUP Report Date (each such anniversary, an “AUP
Report Date”), a report relating to one Payment Date Report (as selected by the Administrative Agent), delivered
during the twelve (12) months immediately preceding such AUP Report Date, in each case, to the effect that such accountants have
applied certain agreed-upon procedures (a copy of which procedures are attached hereto as Exhibit F, it being understood that
the Servicer and the Administrative Agent will provide an updated Exhibit F reflecting any further amendments to such Exhibit F
prior to the issuance of the first such agreed-upon procedures report, a copy of which shall replace the then existing Exhibit F)
to certain documents and records relating to the Collateral under any Facility Document, compare the information contained in selected
Payment Date Reports (and all calculations therein) delivered during the period covered by such report with such documents and
records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted
in compliance with this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other
exceptions as shall be set forth in such statement.


 






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(b)               In
the event the Independent Accountants appointed pursuant to clause (a) above require the Collateral Agent to agree to
the procedures performed by such Independent Accountants with respect to any of the reports, statements or certificates of
such Independent Accountants, or sign any agreement in connection therewith, the Borrower hereby directs the Collateral Agent
to agree to the terms and conditions requested by such Independent Accountants as a condition to receiving documentation
required by this Agreement; it being understood and agreed that the Collateral Agent shall deliver such agreement in
conclusive reliance on the foregoing direction and shall make no inquiry or investigation as to, and shall have no obligation
or responsibility in respect of, the terms of the engagement of such Independent Accountants by the Borrower or the
sufficiency, validity or correctness of the agreed upon procedures in respect of such engagement. The Borrower hereby
authorizes and directs the Collateral Agent, without liability on its part, to execute and deliver any such agreement with
such Independent Accountants in the form presented to it by the Borrower (or the Servicer on behalf of the Borrower), which
agreement, to the extent so directed by the Borrower (or the Servicer on behalf of the Borrower), may include, amongst other
things, (i) an acknowledgement that the Borrower (or the Servicer on behalf of the Borrower) has agreed that the
procedures by such Independent Accountants are sufficient for the relevant purposes, (ii) releases by the Collateral
Agent of any claims, liabilities and expenses arising out of or relating to such Independent Accountant’s engagement,
agreed-upon procedures or any report, statement or certificate issued by such Independent Accountants under any such
engagement and acknowledgement of other limitations of liability in favor of such Independent Accountants and
(iii) restrictions or prohibitions on the disclosure of any such reports, statements, certificates or other information
or documents provided to it by such Independent Accountants.


 


ARTICLE
IX



APPLICATION OF MONIES


 


Section 9.01       
Disbursements of Monies from Payment Account. (a)  Notwithstanding
any other provision in this Agreement, but subject to the other subsections of this Section 9.01, on each Payment Date, the
Collateral Agent shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 8.02
in accordance with the Payment Date Report and the following priorities (the “Priority
of Payments”):


 


(i)               
On each Payment Date prior to the occurrence and continuance of an Event of Default, Interest Proceeds on deposit in the
Interest Collection Subaccount, to the extent received on or before the related Determination Date (or, if such Determination Date
is not a Business Day, the next succeeding Business Day) (or if received after the related Determination Date but expected to be
received on or before the related Determination Date, to the extent received before the related Payment Date) will be transferred
into the Payment Account, to be applied in the following order of priority:


 






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(A)            
to pay registration, registered office and filing fees, if any, of the Borrower, subject to a cap of $15,000 per annum;


 


(B)             
(1) first, to pay Administrative Expenses; provided that the amounts in this clause (B)(1) shall not exceed
the Administrative Expense Cap; and (2) second, to the Administrative Agent to pay all fees and expenses of the Administrative
Agent under the Facility Documents;


 


(C)             
to each Lender, pro rata, based on amounts owed, to pay accrued and unpaid Interest on the Advances and Unused Fees
due to each such Lender and amounts payable to each such Lender under Section 2.11;


 


(D)            
(1) first, to the Servicer to pay the Servicer Fee, plus any Servicer Fee that remains due and unpaid in respect
of any prior Payment Dates as a result of insufficient funds; and (2) second, to pay Servicer Expenses; provided that the
amounts in this clause (D)(2) shall not exceed the Servicer Expense Cap for such Payment Date;


 


(E)             
to make Permitted Tax Distributions;


 


(F)              on
each Payment Date occurring after the 15-month anniversary of the Facility Termination Date, pro rata to the Lenders
to reduce the outstanding principal amount to not more than the percentage set forth in the table below of the outstanding
principal amount as of the Facility Termination Date (calculated after giving effect to any paydown on such Payment Date
pursuant to Section 9.01(a)(ii)):


 


	On the Payment Date occurring after:	Outstanding principal amount reduced to not more than the below percent of the outstanding principal amount as of the Facility Termination Date:
	15-month anniversary of the Facility Termination Date	75%
	18-month anniversary of the Facility Termination Date	50%
	21-month anniversary of the Facility Termination Date	25%
	24-month anniversary of the Facility Termination Date	0%



;


 






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(G)            
if the Minimum OC Coverage Test is not satisfied as of the relevant Determination Date, to pay principal of the Advances
of each Lender (pro rata, based on each Lender’s Percentage) until the Minimum OC Coverage Test is satisfied (on a
pro forma basis as at such Determination Date); provided that the Borrower shall be permitted to allocate such principal
payments among the Classes on each Payment Date so long as, after giving effect to such allocation of payments on such Payment
Date, each Class Minimum OC Coverage Test is satisfied; provided, further, that, if the Borrower would be unable
to cause each Class Minimum OC Coverage Test to be satisfied on any Payment Date after allocating such payments, the Administrative
Agent shall allocate such payments in its sole discretion;


 


(H)            
(i) during the Reinvestment Period, at the discretion of the Servicer, for deposit into the Revolving Reserve Account
until the amount on deposit therein equals the Revolving Exposure and (ii) after the Reinvestment Period, for deposit into
the Revolving Reserve Account until the amount on deposit therein equals the Revolving Exposure;


 


(I)               
to pay, on a pro rata basis, accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.10
and 13.04, all unpaid Facility Reduction Fees and all other fees, expenses or indemnities owed to the Secured Parties or Indemnified
Parties;


 


(J)                (1) first,
to the payment or application of amounts referred to in clause (B)(1) above (in the same order of priority specified
therein), to the extent not paid in full pursuant to applications under such clause, and (2) second, to the
payment or application of amounts referred to in clause (D) above to the extent not paid in full pursuant to such
clause; and


 


(K)            
(1) if a Default has occurred and is continuing, to remain in the Interest Collection Subaccount (other than a Permitted
Tax Distribution) or (2) otherwise, any remaining amount shall be released to the Equityholder or its designee (or, at the direction
of the Borrower, deposited into the Principal Collection Subaccount for investment in Collateral Loans); provided that if
any such Default under clause (K)(1) is subsequently cured prior to the next Payment Date, such amounts held under clause (K)(1)
may be distributed pursuant to clause (K)(2) prior to the next Payment Date.


 


(ii)              
On each Payment Date prior to the occurrence and continuance of an Event of Default, except for any Principal Proceeds that
will be used to settle binding commitments entered into prior to the related Determination Date for the purchase of Collateral
Loans, Principal Proceeds on deposit in the Principal Collection Subaccount to the extent received on or before the related Determination
Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment
Account to be applied in the following order of priority:


 






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(A)          to the payment of unpaid amounts under clauses (A) through (D) in clause (i) above (in the same order of priority
specified therein), to the extent not paid in full thereunder, but subject to any caps specified therein;


 


(B)           during the Reinvestment Period, (i) if the Minimum OC Coverage Test is not satisfied as of the relevant Determination
Date, to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Minimum
OC Coverage Test is satisfied (on a pro forma basis as at such Determination Date) and (ii) to the Principal Collection
Subaccount for the purchase of additional Collateral Loans (including funding Revolving Collateral Loans and Delayed Drawdown Collateral
Loans) and/or for the making of any Permitted Distribution or Permitted Tax Distribution;


 


(C)           after the Reinvestment Period, to pay the Advances of each Lender (pro rata, based on each Lender’s Percentage)
until the Advances are paid in full; provided that the Borrower shall be permitted to allocate such principal payments among
the Classes on each Payment Date so long as, after giving effect to such allocation of payments on such Payment Date, each Class
Minimum OC Coverage Test is satisfied; provided, further, that, if the Borrower would be unable to cause each Class
Minimum OC Coverage Test to be satisfied on any Payment Date after allocating such payments, the Administrative Agent shall allocate
such payments in its sole discretion;


 


(D)           to the payment of amounts referred to in clauses (I) and (J) of clause (i) above (in the same order of priority
specified therein), to the extent not paid in full thereunder; and








 


(E)            (1)
if a Default has occurred and is continuing (unless all Obligations owing to the Lenders have been paid in full (other than contingent
indemnification and expense reimbursement obligations as to which no claim has been asserted)), to remain in the Principal Collection
Subaccount (other than a Permitted Tax Distribution) or (2) otherwise, any remaining amount shall be released to the Equityholder
or its designee (or, at the direction of the Borrower, deposited into the Principal Collection Subaccount for investment in Collateral
Loans); provided that if any such Default under clause (E)(1) is subsequently cured prior to the next Payment Date, such
amounts held under clause (E)(1) may be distributed pursuant to clause (E)(2) prior to the next Payment Date.


 


(iii)   On each Payment Date following the occurrence and continuance of an Event of Default, all Interest Proceeds in the Interest
Collection Subaccount and all Principal Proceeds in the Principal Collection Subaccount, except for any Principal Proceeds that
will be used to settle binding commitments entered into prior to the related Determination Date for the purchase of Collateral
Loans, in each case, to the extent received on or before the related Determination Date (or, if such Determination Date is not
a Business Day, the next succeeding Business Day) will be transferred to the Payment Account to be applied in the following order
of priority:


 


(A)           to pay registration, registered office and filing fees, if any, of the Borrower, subject to a cap of $15,000 per annum;


 






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(B)           (1) first, to pay Administrative Expenses as provided in Section 9.01(a)(i)(B)(1) subject to the Administrative
Expense Cap and (2) second, to the Administrative Agent to pay all fees and expenses of the Administrative Agent under
the Facility Documents;


 


(C)           to each Lender, pro rata, based on amounts owed, to pay accrued and unpaid Interest on the Advances and Unused Fees
due to each such Lender and amounts payable to each such Lender under Section 2.11;


 


(D)           (1) first, to the Servicer to pay the Servicer Fee, plus any Servicer Fee that remains due and unpaid in respect
of any prior Payment Dates as a result of insufficient funds; and (2) second, to pay Servicer Expenses in accordance with
the priorities specified in the definition thereof; provided that the amounts in this clause (D)(2) shall not exceed the Servicer
Expense Cap;


 


(E)            to pay the principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until paid
in full; provided that the Administrative Agent shall allocate such principal payments among the Classes in its sole discretion;


 


(F)            to pay, on a pro rata basis, accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.10
and 13.04, all unpaid Facility Reduction Fees and all other fees, expenses or indemnities owed to the Secured Parties or Indemnified
Parties;








 


(G)            (1) first,
to the payment of amounts referred to in clause (B) and (2) second, to the payment of amounts referred to in
clause (D) above, in each case to the extent not paid in full pursuant to such clause; and


 


(H)            any remaining amount shall be released to the Borrower or its designee.


 


(b)          If on any Payment Date the amount available in the Payment Account is insufficient to make the full amount of the disbursements
required by the Payment Date Report, the Collateral Agent shall make the disbursements called for in the order and according to
the priority set forth under Section 9.01(a) to the extent funds are available therefor.


 






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ARTICLE
X



SALE OF COLLATERAL LOANS;

PURCHASE OF ADDITIONAL COLLATERAL LOANS


 


Section
10.01    Sales of Collateral Loans.


 


(a)          Discretionary Sales of Collateral Loans. Subject
to the satisfaction of the conditions specified in Section 10.03, the Borrower (or the Servicer on behalf of the Borrower)
may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall sell in the manner directed
by the Servicer, any Collateral Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base Calculation
Statement delivered with respect thereto in accordance with Section 5.02(d)(iii)):


 


(i)           no Default or Event of Default exists or would result upon giving effect thereto; provided that the Borrower (or
the Servicer on behalf of the Borrower) may sell one or more Collateral Loans if after giving effect thereto and the application
of the proceeds thereof any existing Default or Event of Default would be cured;


 


(ii)          upon
giving effect thereto and the application of the proceeds thereof, the Collateral Quality Test is satisfied (or, if not satisfied
immediately prior to such sale, compliance with such Collateral Quality Test is maintained or improved); and 


 


(iii)         the Administrative Agent has provided prior written consent to such sale, if:


 


(A)          the Minimum OC Coverage Test would not be satisfied following such proposed sale (or, if not satisfied immediately prior
to such sale, compliance with the Minimum OC Coverage Test would not be maintained or improved);


 


(B)           (x)
the proceeds from such proposed sale would be less than the Adjusted Principal Balance of such Collateral Loan and (y) such
sale is to the Equityholder, the Servicer or a Person that is an Affiliate of the Borrower, the Equityholder or the Servicer
(provided that any such sale must comply with Sections 5.03(h) and 10.03 hereof, unless such sale is made pursuant to
Section 6.1 of the Loan Sale Agreement);


 







(C)           the proceeds from such proposed sale would be less than the lesser of (x) the Adjusted Principal Balance of such Collateral
Loan and (y) the purchase price of such Collateral Loan paid by the Borrower; or


 


(D)           if the sale is during the Reinvestment Period, after giving effect to such proposed sale, the Aggregate Principal Balance
of all Collateral Loans sold or disposed of by the Borrower during the immediately preceding twelve calendar months (or since the
Closing Date, if the Trade Date of such proposed sale would occur earlier than twelve calendar months following the Closing Date)
would be greater than 30% of the Maximum Facility Amount, unless such sale is made pursuant to Section 10.01(b) hereof or Section
6.1 of the Loan Sale Agreement; provided, that the Administrative Agent in its sole discretion may consent (which may be
by email) to exclude such sale from the calculation of the Aggregate Principal Balance of all Collateral Loans sold or disposed
of by the Borrower for purposes of this clause (D);


 






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provided, further, that
the restriction in clause (iii)(B) above in this Section 10.01(a) shall not apply to sales of Defaulted Collateral Loans
or Ineligible Collateral Loans.


 


Notwithstanding anything
above that would otherwise prohibit the sale of a Collateral Loan after the occurrence or during the continuance of a Default or
an Event of Default, if the Borrower entered into an agreement to sell any such Collateral prior to the occurrence of such Default
or an Event of Default, but such sale did not settle prior to the occurrence of such Default or an Event of Default, then the Borrower
shall be permitted to consummate such sale notwithstanding the occurrence of such Default or an Event of Default; provided that
the settlement for such sale occurs within the customary settlement period for similar trades.


 


(b)          Ineligible Collateral Loans. Notwithstanding Section 10.01(a), if on any day a Collateral Loan is no longer an Eligible
Collateral Loan, the Borrower shall either make a deposit of the funds and/or deliver one or more replacement Collateral Loans
for such ineligible Collateral Loan, in each case pursuant to the Loan Sale Agreement and in accordance with Section 10.03. Upon
confirmation of the deposit of the amount described above into the Collection Account or the delivery to the Borrower of the replacement
Collateral Loans, such ineligible Collateral Loan shall be removed from the Collateral and the Collateral Agent, for the benefit
of the Secured Parties, shall automatically and without further action be deemed to release to the Borrower, without recourse,
representation or warranty, all the right, title and interest and any Lien of the Collateral Agent, for the benefit of the Secured
Parties in, to and under such ineligible Collateral Loan.


 


(c)          Sales
of Equity Securities. The Borrower (or the Servicer on behalf of the Borrower) may sell any Equity Security at any
time without restriction, and shall use its commercially reasonable efforts to effect the sale of any Equity Security,
regardless of price, within forty-five (45) days of receipt if such Equity Security constitutes Margin Stock, unless such
sale is prohibited by Applicable Law or contract, in which case such Equity Security should be sold as soon as such sale is
permitted by Applicable Law or contract.


 


(d)          Substitutions. The Borrower may, with the consent of the Administrative Agent in its sole discretion, replace any
Collateral Loan as a Collateral Loan so long as (i) no event has occurred, or would result from such substitution, which constitutes
an Event of Default and no event has occurred and is continuing, or would result from such substitution, which constitutes a Default,
(ii) simultaneously therewith, the Borrower pledges (in accordance with all of the terms and provisions contained herein) a Substitute
Eligible Collateral Loan and (iii) the Minimum OC Coverage Test is satisfied (or, if not satisfied immediately prior to such substitution,
compliance with the Minimum OC Coverage Test is maintained or improved).


 






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(e)          Optional Sales. On any Optional Sale Date, the Borrower shall have the right to prepay all or a portion of the outstanding
Advances in connection with the sale and assignment by the Borrower of all or a portion of the Collateral Loans, as the case may
be, in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject
to the following terms and conditions:


 


(i)           the Borrower shall have given the Administrative Agent (with a copy to the Collateral Agent) at least 45 days’ prior
written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing,
and the Administrative Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional
Sale, unless such 45 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such
consent will be required for any Optional Sale of any Collateral Loan at a price equal to or greater than the Adjusted Principal
Balance of such Collateral Loan as of the date of the Optional Sale to the extent that, after giving effect to such proposed sale,
the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower pursuant to this proviso during the
immediately preceding twelve calendar months would not be greater than 30% of the highest Aggregate Principal Balance of any month
during such 12-month period (or such higher percentage as agreed to by the Administrative Agent); provided, further
that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation
of the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower for purposes of this clause (i);


 


(ii)          unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such
Optional Sale shall be reflected on the applicable Payment Date Report), the Servicer shall deliver to the Administrative Agent
(with a copy to the Collateral Agent) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which
evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional
Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower
may use the proceeds of sales of the Collateral Loans to repay all or a portion of the Obligations;





 


(iii)         no
Default or Event of Default exists or would result upon giving effect to such Optional Sale;


 


(iv)         upon giving effect thereto and the application of the proceeds thereof, the Collateral Quality Test is satisfied (or, if
not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is maintained or improved);


 


(v)          the Minimum OC Coverage Test will be satisfied following such proposed sale (or, if not satisfied immediately prior to such
Optional Sale, compliance with the Minimum OC Coverage Test will be maintained or improved); and


 


(vi)         on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available
funds, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Principal Balance of the Collateral
Loans being sold.


 






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(f)           Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event
of Default has occurred and is continuing and no Default exists, on a Lien Release Dividend Date, the Borrower may distribute to
the Equityholder any Collateral Loan that was sold by the Equityholder to the Borrower, or any portion thereof (each, a “Lien
Release Dividend”), subject to the following terms and conditions, the satisfaction of which shall have been certified
by the Borrower and the Equityholder to the Administrative Agent (with a copy to the Collateral Agent):


 


(i)           the Borrower and the Equityholder shall have given the Administrative Agent, with a copy to the Collateral Agent, at least
five Business Days prior written notice of its intent to effect a Lien Release Dividend, in the form of Exhibit J hereto (a “Notice
and Request for Consent”), and the Administrative Agent shall have delivered to the Borrower prior written consent, which
consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that, if the Administrative
Agent shall not have responded to the Notice and Request for Consent by 11:00 a.m. on the day that is one Business Day prior to
the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent;


 


(ii)          the proposed Lien Release Dividend Date shall take place during the Reinvestment Period and on any such Lien Release Dividend
Date, no more than four Lien Release Dividends shall have been made during the 12-month period immediately preceding the proposed
Lien Release Dividend Date;


 


(iii)         after
giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Default or Event of Default shall exist,
(B) the representations and warranties contained in Sections 4.01 hereof shall continue to be correct in all material
respects, except to the extent relating to an earlier date, (C) the eligibility of any Collateral Loan remaining as part of
the Collateral after the Lien Release Dividend will be redetermined as of the Lien Release Dividend Date, (D) no claim shall
have been asserted or proceeding commenced challenging the enforceability or validity of any of the Related Documents, (E)
there shall have been no material adverse change as to the Servicer or the Borrower, and (F) the Minimum OC Coverage Test
will be satisfied (or, if not satisfied immediately prior to such Lien Release Dividend, compliance with such Minimum OC
Coverage Test will be maintained or improved);


 


(iv)         such Lien Release Dividend must be in compliance with Applicable Law and may not (A) be made with the intent to hinder,
delay or defraud any creditor of the Borrower or (B) leave the Borrower, immediately after giving effect to the Lien Release Dividend,
(x) insolvent, (y) with insufficient funds to pay its obligations as and when they become due or (z) with inadequate capital for
its present and anticipated business and transactions;


 


(v)          on or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a
copy to the Collateral Agent, a list specifying all Collateral Loans or portions thereof to be transferred pursuant to such Lien
Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations,
consents and approvals required to effectuate the Lien Release Dividend;


 






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


 


(vii)        each Collateral Loan, or portion thereof, as applicable, shall be transferred at a value equal to the Principal Balance
thereof, exclusive of any accrued and unpaid interest;


 


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


 


(ix)          the Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative
Agent, the Lenders, the Collateral Agent or the Custodian, as applicable, under this Agreement and the other Facility Documents,
to the extent accrued to such date with respect to the Collateral Loans to be transferred pursuant to such Lien Release Dividend
and incurred in connection with the transfer of such Collateral Loans pursuant to such Lien Release Dividend; and


 


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


 


Section 10.02    Purchase
of Additional Collateral Loans. (a)  On any date during the Reinvestment Period, if no Event of Default has occurred
and is continuing, the Borrower (or the Servicer on behalf of the Borrower) may, if each of the conditions specified in this Section 10.02
and Section 10.04 are met, invest Principal Proceeds (and accrued interest received with respect to any Collateral Loan to
the extent used to pay for accrued interest on additional Collateral Loans and other amounts on deposit in the Principal Collection
Subaccount) in additional Collateral Loans on the current Approved List or subject to an Approval Request; provided that no Collateral
Loan may be purchased unless each of the following conditions are satisfied as of the date the Servicer commits on behalf of the
Borrower to make such purchase and after giving effect to such purchase and all other sales or purchases previously or simultaneously
committed to:


 


(i)      the Borrower shall have delivered and the Administrative Agent shall have approved an Approval Request with respect to the
Collateral Loan pursuant to the terms of Section 2.02;


 






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(ii)     such obligation is an Eligible Collateral Loan; and


 


(iii)    the Minimum OC Coverage Test and the Collateral Quality Test are satisfied (or, if not satisfied immediately prior to such
investment, compliance with such Minimum OC Coverage Test and/or Collateral Quality Test is maintained or improved).


 


Section 10.03    Conditions
Applicable to All Sale and Purchase Transactions. (a)  Any transaction effected under this
Article X (other than sales required by Section 10.01(c)) or in connection with the acquisition of additional
Collateral Loans shall be for fair market value and, if effected with a Person that is the Equityholder or an Affiliate
thereof, shall be (i) in compliance with Section 5.03(h) hereof or Section 6.1 of the Loan Sale Agreement,
(ii) effected in accordance with all Applicable Laws, (iii) unless such transaction is effected pursuant to Section 6.1
of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or
such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such
transaction, the value of Collateral Loans (other than Ineligible Collateral Loans and Defaulted Collateral Loans)
substituted or sold by the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent may not
exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or
such higher percentage as agreed to by the Administrative Agent) (provided, that the Administrative Agent in its sole
discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted
or sold by the Borrower for purposes of this clause (iii)), and (iv) unless such transaction is effected pursuant to Section
6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination
(or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to
such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the
Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the
Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month
period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude
such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause
(iv)).


 


(b)          Upon each acquisition by the Borrower of a Collateral Loan, (i) all of the Borrower’s right, title and interest
to such Collateral Loan shall be subject to the Lien granted to the Collateral Agent pursuant to this Agreement and (ii) such
Collateral Loan shall be Delivered to the Collateral Agent.


 






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Section 10.04  Additional
Equity Contributions. (a)  The Equityholder may, but shall have no obligation to, at any time or from time
to time make a capital contribution to the Borrower for any purpose, including for the purpose of curing any Default, satisfying
the Minimum OC Coverage Test, enabling the acquisition or sale of any Collateral Loan or satisfying any conditions under Section 3.02.
Each contribution shall either be made (a) in Cash (in which event such contributions shall be made by deposit into the Collection
Account), (b) by assignment and contribution of an Eligible Investment and/or (c) by assignment of a Collateral Loan
that is an Eligible Collateral Loan. In connection with any contribution described in this Section 10.04, the Servicer shall
provide written instruction to the Collateral Agent identifying (a) the subclause under which such contribution is being
made (the “Contribution Notice”) and (b)(i) in the case of contributions
made in Cash, (A) the timing of such contribution and (B) the amount of such contribution and (ii) in the case
of contributions made by assignment and contribution of an Eligible Investment and/or by assignment of a Collateral Loan that
is an Eligible Collateral Loan, (A) the name of such Eligible Investment and/or Collateral Loan and (B) attaching the
accompanying assignment forms. All Cash contributed to the Borrower shall be treated as Principal Proceeds, except to the extent
that the Servicer specifies in the Contribution Notice that such Cash shall constitute Interest Proceeds and shall be deposited
into a Collection Account in accordance with Section 8.02 as designated by the Servicer.


 


ARTICLE
XI



ADMINISTRATION AND SERVICING OF CONTRACTS


 


Section
11.01   Appointment and Designation of the Servicer.


 


(a)           Initial Servicer. The Borrower hereby appoints Morgan
Stanley Direct Lending Fund, pursuant to the terms and conditions of this Agreement, as Servicer, with the authority to service,
administer and exercise rights and remedies, on behalf of the Borrower, in respect of the Collateral. Morgan Stanley Direct Lending
Fund hereby accepts such appointment and agrees to perform the duties and responsibilities of the Servicer pursuant to the terms
hereof. The Servicer and the Borrower hereby acknowledge that the Administrative Agent and the Secured Parties are third party
beneficiaries of the obligations undertaken by the Servicer hereunder.


 


(b)           Servicer
Removal Notice. The Borrower, the Servicer, each Lender and the Administrative Agent hereby agree that, upon the
occurrence of a Servicer Removal Event, the Administrative Agent may provide a removal notice to the Servicer (with a copy to
the Collateral Agent) (a “Servicer Removal Notice”) and terminate
all of the rights, obligations, power and authority of the Servicer under this Agreement. On and after the receipt by the
Servicer of a Servicer Removal Notice pursuant to this Section 11.01(b), the Servicer shall continue to perform all
servicing functions under this Agreement until the date specified in the Servicer Removal Notice or otherwise specified by
the Administrative Agent in writing or, if no such date is specified in such Servicer Removal Notice or otherwise specified
by the Administrative Agent, until a date mutually agreed upon by the Servicer and the Administrative Agent and shall be
entitled to receive the Servicer Fee therefor accrued until such date. After such date, the Servicer agrees that it will
terminate its activities as Servicer hereunder in a manner that the Administrative Agent believes will facilitate the
transition of the performance of such activities to the Replacement Servicer, and except as provided herein the Replacement
Servicer shall assume each and all of the Servicer’s obligations to service and administer the Collateral, on the terms
and subject to the conditions herein set forth, and the Servicer shall use its commercially reasonable efforts to assist the
Replacement Servicer in assuming such obligations.


 






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(c)           Appointment of Replacement Servicer. At any time
following the delivery of a Servicer Removal Notice, the Administrative Agent may appoint a successor servicer (the “Replacement
Servicer”), which appointment shall take effect upon the Replacement Servicer accepting such appointment by a
written assumption in a form satisfactory to the Administrative Agent in its sole discretion. Upon the appointment of a Replacement
Servicer, the initial Servicer shall have no liability with respect to any action performed by the Replacement Servicer on or after
the date that the Replacement Servicer assumes the servicing duties of the Servicer.


 


(d)           Liabilities
and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all
respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities,
duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this
Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided that the Replacement Servicer
shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement
Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated
Servicer, (ii) no obligation to perform any advancing or any repurchase obligations, if any, of the Servicer unless it elects
to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement
Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any
other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification
obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer,
upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and
with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations
and warranties of the Servicer contained in Section 4.02. Any other provision in this Agreement notwithstanding, if a Replacement
Servicer is appointed, it shall perform its obligations hereunder in good faith and with reasonable care, exercising a degree
of skill and attention no less than what it exercises to service similar assets for itself and for others, such standard of care
to be the “Servicing Standard” applicable to it.


 








(e)           Subcontracts.
The Servicer may, with the prior written consent (such consent not to be unreasonably withheld and shall not be required for any
subcontracting to Affiliates of the Servicer) of the Administrative Agent, subcontract with any other Person for servicing, administering
or collecting the Collateral; provided that (i) the Servicer shall select any such Person with reasonable care and
shall be solely responsible for the fees and expenses payable to any such Person, (ii) the Servicer shall not be relieved
of, and shall remain liable for, the performance of the duties and obligations of the Servicer pursuant to the terms hereof without
regard to any subcontracting arrangement and (iii) any such subcontract shall be terminable upon the occurrence of a Servicer
Removal Event.


 


(f)            Waiver. The Borrower acknowledges that, after delivery of a Servicer Removal Notice and appointment as a Replacement
Servicer pursuant to this Section 11.01, the Administrative Agent or any of its Affiliates may act as the Replacement Servicer,
and the Borrower waives any and all claims against the Administrative Agent, each Lender or any of their respective Affiliates,
the Collateral Agent and any of its Affiliates and the Servicer (other than claims relating to such party’s gross negligence
or willful misconduct) relating in any way to the custodial or collateral administration functions having been performed by the
Administrative Agent or any of its Affiliates in any capacity hereunder in accordance with the terms and provisions (including
the standard of care) set forth in the Facility Documents.


 






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Section
11.02    Duties of the Servicer.


 


(a)          Duties. The Servicer shall take or cause to be taken
all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in
accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the
terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to
make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the
Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under
the terms of this Agreement):


 


(i)           supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers,
exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;


 


(ii)          maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative
Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including
information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any
Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue
burden or expense;


 


(iii)         maintaining
and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the
Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books,
records and other information reasonably necessary or advisable for the collection of the Collateral;


 


(iv)         promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time,
such information and servicing records (including information relating to its performance under this Agreement) as the Administrative
Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements
of this Agreement and which can be obtained without any undue burden or expense;


 


(v)          identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the
Borrower;


 


(vi)         in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material
action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted
by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice;
or (B) that could reasonably be expected to have a Material Adverse Effect;


 






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(vii)        maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;


 


(viii)       directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;


 


(ix)          assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;


 


(x)           instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection
Account established and maintained with the Collateral Agent;


 


(xi)          delivering assignments and promissory notes to the Custodian;


 


(xii)         complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and


 


(xiii)        assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the
Servicing Standard.


 


It is acknowledged and
agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral
Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents
has the right to do so.


 


(b)          Notwithstanding
anything to the contrary contained herein, the exercise by the Administrative Agent, the Collateral Agent and the Secured
Parties of their rights hereunder shall not release the Servicer (unless replaced by a Replacement Servicer) or the Borrower
from any of their duties or responsibilities with respect to the Collateral. The Secured Parties, the Administrative Agent,
each Lender and the Collateral Agent shall not have any obligation or liability with respect to any Collateral, nor shall any
of them be obligated to perform any of the obligations of the Servicer hereunder, unless one of them becomes a Replacement
Servicer hereunder.


 


(c)          Any payment by an Obligor in respect of any indebtedness owed by it to the Borrower shall, except as otherwise specified
by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied
as a collection of a payment by such Obligor (starting with the oldest such outstanding payment due, provided such obligation is
not on non-accrual) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or
other obligation of such Obligor.


 






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(d)          The Servicer agrees to supervise and assist in the investment and reinvestment of the Collateral, and shall perform on behalf
of the Borrower the duties that have been expressly delegated to the Servicer in this Agreement and any other Facility Document
(and the Servicer shall have no obligation to perform any other duties hereunder or otherwise) and, to the extent necessary or
appropriate to perform such duties, the Servicer shall have the power to execute and deliver all necessary and appropriate documents
and instruments on behalf of the Borrower with respect thereto. The Servicer shall comply with the terms and conditions hereof
and any other Facility Document expressly applicable to it, in its capacity as the Servicer, or otherwise affecting the duties
and functions that have been delegated to it thereunder and hereunder as the Servicer and shall perform its obligations hereunder
and thereunder in good faith and with reasonable care, using a degree of skill and attention no less than (i) that which would
be exercised by a prudent institutional servicer in connection with the servicing and administration of assets similar to the Collateral
Loans under similar circumstances and (ii) the Servicer and its Affiliates exercise with respect to comparable assets that it services
for itself and for others having similar investment objectives and restrictions substantially in accordance with its existing practices
and procedures relating to assets of the nature and character of the Collateral Loans (such standard of care, the “Servicing
Standard”).


 


Section 11.03    Authorization
of the Servicer. (a)  Each of the Borrower, the Administrative Agent and each Lender hereby authorizes
the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary
or desirable in the determination of the Servicer and not inconsistent with the grant by the Borrower to the Collateral Agent
on behalf of the Secured Parties hereunder, to collect all amounts due under any and all Collateral, including, endorsing any
of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect
to the Collateral and, after the delinquency of any Collateral and to the extent permitted under and in compliance with
Applicable Law, to commence proceedings with respect to enforcing payment thereof. The Borrower and the Collateral Agent on
behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other
documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties
hereunder. In case any reasonable question arises as to its duties hereunder, the Collateral Agent may request instructions
from the Borrower or the Servicer, prior to the occurrence and continuation of an Event of Default, or the Administrative
Agent after the occurrence and during the continuation of an Event of Default and shall be entitled at all times to refrain
from taking any actions unless it has received instruction from the Borrower, the Servicer or the Administrative Agent, as
applicable. In no event shall the Servicer be entitled to make any Secured Party a party to any litigation without such
party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine
foreclosure or similar collection procedure) without the Administrative Agent’s consent.


 


(b)          The Administrative Agent may, at any time that an Event of Default has occurred and is continuing and the Administrative
Agent has accelerated the Obligations under this Agreement in accordance with Section 6.01, notify any Obligor with respect to
any Collateral of the assignment of such Collateral to the Collateral Agent on behalf of the Secured Parties and direct that payments
of all amounts due or to become due be made directly to the Administrative Agent or any servicer, collection agent or account designated
by the Administrative Agent and, upon such notification and at the expense of the Borrower, the Administrative Agent may enforce
collection of any such Collateral, and adjust, settle or compromise the amount or payment thereof.


 






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Section 11.04   Collection Efforts, Modification of Collateral. (a)  The
Servicer will use commercially reasonable efforts to collect, or cause to be collected, all payments called for under the terms
and provisions of the Collateral Loans included in the Collateral as and when the same become due, all in accordance with the Servicing
Standard.


 


(b)          In
the performance of its obligations hereunder, the Borrower (or the Servicer on its behalf) may enter into any amendment or waiver
of or supplement to any Related Document; provided that the prior written consent of the Majority Lenders shall be required
if an Event of Default has occurred and is continuing or an Event of Default or Default would result from such amendment, waiver
or supplement. For the avoidance of doubt, any Collateral Loan that, as a result of any amendment or supplement thereto, ceases
to qualify as an Eligible Collateral Loan shall not be included in the Borrowing Base.


 


Section 11.05  Servicer Compensation and Expenses. The Servicer
shall be entitled to be paid the Servicer Fee and have its expenses reimbursed as provided in the Priority of Payments.


 


Section 11.06   The Servicer Not to Resign. The Servicer shall not
resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (a) the performance
of its duties hereunder is or becomes impermissible under Applicable Law and (b) there is no reasonable action that the Servicer
could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting
the resignation of the Servicer shall be evidenced as to clause (a) above by an opinion or memorandum of counsel to such effect
delivered to the Administrative Agent and each Lender. No such resignation shall become effective until a Replacement Servicer
shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 11.01(c).


 


ARTICLE
XII


 

THE AGENTS


 


Section 12.01   Authorization
and Action. (a)  Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the
Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent
applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers
as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except
those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with
any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such
Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its
part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect
of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly
provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take
any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from
acting) upon the written instructions of the Majority Lenders (or, with respect to the Collateral Agent, the Administrative Agent);
provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal
liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be,
in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees
that in any instance in which the Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide
for the exercise of such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions
(or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner.


 






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(b)          If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable (or
by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders), to take any action pursuant
to any provision of this Agreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise
any of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall
have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by
it in compliance with or in performing such request or direction. No provision of this Agreement or any other Facility Document
shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in
its judgment cause it to incur any cost, expenses or liability, unless it is provided indemnity acceptable to it against any such
expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation
to take any action to exercise or enforce any power, right or remedy available to it under this Agreement or any other Facility
Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders, as applicable (or the
Administrative Agent on their behalf).





 


(c)          Neither
the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such
Person in accordance with any direction, instruction or notice given by the Majority Lenders or the Required Lenders, as applicable
(or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders), pursuant to the terms
of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders
or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable,
are not entitled to give such direction, instruction or notice, except where the Responsible Officer of the Collateral Agent has
actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders,
as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give
such direction, instruction or notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received
by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum
to a court of competent jurisdiction and therein commence an action for interpleader.


 


(d)          If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses
of action, it may request written instructions from the Borrower or the Servicer, with a copy to the Administrative Agent, prior
to the occurrence and continuation of an Event of Default, or the Administrative Agent, after the occurrence and during the continuation
of an Event of Default, as to the course of action desired by it. If the Collateral Agent does not receive such instructions within
five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from
taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5)
Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent
with such instructions.


 






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Section 12.02   Delegation
of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility Document by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties; provided that,
so long as no Event of Default has occurred, the Agent may not execute any of its duties under this Agreement or any other Facility
Document by or through any MS Competitor without the prior consent of the Borrower. No Agent shall be responsible for the negligence
or misconduct of any agents or attorneys-in-fact selected by it with reasonable care other than any Affiliates of such Agent.


 


Section 12.03   Agents’
Reliance, Etc. (a)  Neither Agent nor any of their respective directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any
of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the
generality of the foregoing, each Agent: (i) may consult with legal counsel (including counsel for the Borrower or the
Servicer or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not
be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral)
made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to monitor,
ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement,
the other Facility Documents or any Related Document on the part of the Borrower, the Servicer or any other Person or to
inspect the property (including the books and records) of the Borrower or the Servicer; (iv) shall not be responsible to
any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness,
sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the
Collateral), this Agreement, the other Facility Documents, any Related Document or any other instrument or document furnished
pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any other Facility
Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate
(including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement,
opinion, direction or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable
to it) reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No
Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the
Servicer’s, any Lender’s or any other Person’s, as the case may be, performance of, or failure to perform,
any of their respective obligations and duties under this Agreement or any other Facility Document.


 






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(b)          No
Agent shall be liable for the actions or omissions of any other Agent (including concerning the application of funds), or
under any duty to monitor or investigate compliance on the part of any other Agent with the terms or requirements of this
Agreement, any Facility Document or any Related Document, or their duties hereunder or thereunder. Each Agent shall be
entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or
document it may receive (including each Notice of Borrowing received hereunder) in the absence of its own gross negligence or
willful misconduct. No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within
the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to
be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to
exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or
refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent
from the Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it
shall be proven by a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant
facts. Nothing herein or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its
own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other
liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special, punitive or
consequential damages (including diminution in value or lost profits) whatsoever, even if it has been informed of the
likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter
unless actually known to a Responsible Officer of such Agent, or unless and to the extent written notice of such matter is
received by such Agent at its address in accordance with Section 13.02. Any permissive grant of power to an Agent
hereunder shall not be construed to be a duty to act. Each Agent shall have only the duties and responsibilities as are
specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against any
Agent. Before acting hereunder, an Agent shall be entitled to request, receive and rely upon such certificates and opinions
as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions
precedent to such action. Neither Agent shall be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or
other paper, electronic communication or document. Neither Agent shall be liable for any error of judgment, or for any act
done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or
refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or
omission of its duties.


 


(c)          No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such
acts shall include acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact,
fire, communication line failures, computer viruses, power failures, loss or malfunction of utilities, communications or computers
(software and hardware) services, earthquakes or other disasters.


 


(d)          The delivery of reports and other documents and information to the Collateral Agent hereunder or under any other Facility
Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not
constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral
Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or
not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall
have all of the rights, benefits, protections and indemnities which are afforded to it in this Agreement.


 






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(e)          Each Lender acknowledges that, except as expressly set forth in this Agreement, neither Agent has made any representation
or warranty to it, and that no act by either Agent hereafter taken, including any consent and acceptance of any assignment or review
of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to any Secured Party
as to any matter. Each Lender represents to each Agent that it has, independently and without reliance upon such Agent and based
on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business,
prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer, and made
its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents
that it will, independently and without reliance upon either Agent or any other Secured Party and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement
and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects,
operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer. Neither Agent shall
have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects,
operations, property, financial or other condition or creditworthiness of the Borrower or Servicer which may come into the possession
of such Agent.


 


Section 12.04   Indemnification.
Each of the Lenders agrees to indemnify and hold the Agents harmless (to the extent not reimbursed by or on behalf of the Borrower
pursuant to Section 13.04 or otherwise) from and against any and all Liabilities which may be imposed on, incurred by, or
asserted against the Agents in any way relating to or arising out of this Agreement or any other Facility Document or any Related
Document or any action taken or omitted by the Agents under this Agreement or any other Facility Document or any Related Document;
provided that no Lender shall be liable to any Agent for any portion of such Liabilities resulting from such Agent’s
gross negligence or willful misconduct; and provided, further, that no Lender shall be liable to the Collateral Agent for any
portion of such Liabilities unless such Liabilities are imposed on, incurred by, or asserted against the Collateral Agent as a
result of any action taken, or not taken, by the Collateral Agent by the express terms of this Agreement or at the direction of
the Administrative Agent or such Lender or Lenders, as the case may be, in accordance with the terms and conditions set forth
in this Agreement (it being understood and agreed that the Collateral Agent shall be under no obligation to exercise or to honor
any of the rights or powers vested in it by this Agreement at the request or direction of the Administrative Agent or any of the
Lenders (or other Persons authorized or permitted under the terms hereof to make such request or give such direction) pursuant
to this Agreement or any of the other Facility Document, unless the Administrative Agent or such Lenders shall have provided to
the Collateral Agent security or indemnity reasonably satisfactory to it against the costs, expenses (including reasonable and
documented attorney’s fees and expenses) and Liabilities which might reasonably be incurred by it in compliance with such
request or direction, whether such indemnity is provided under this Section 12.04 or otherwise). The rights of the Agents
and obligations of the Lenders under or pursuant to this Section 12.04 shall survive the termination of this Agreement, and
the earlier removal or resignation of any Agent hereunder.


 






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Section 12.05   Successor
Agents. (a)  Subject to the terms of this Section 12.05, each Agent may, upon thirty (30) days’
notice to the Lenders and the Borrower, resign as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign,
then the Required Lenders shall appoint a successor agent. If for any reason a successor agent is not so appointed and does not
accept such appointment within thirty (30) days of notice of resignation, such Agent may appoint a successor agent. The appointment
of any successor Agent shall be subject to the prior written consent of the Borrower (which consent shall not be unreasonably
withheld or delayed); provided that the consent of the Borrower to any such appointment shall not be required if (i) a
Material Default or Event of Default shall have occurred and is continuing (other than with respect to a MS Competitor) or (ii) if
such successor agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon
the appointment of a successor agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s
resignation hereunder as Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the
other Facility Documents and the provisions of this Article XII shall continue in effect for its benefit with respect to
any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the other Facility Documents.
If no successor Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall
not have been delivered to the Collateral Agent within sixty days after giving of notice of resignation by the Collateral Agent,
the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral
Agent.





 


(b)          Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger
or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties
and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement
without further act of any of the parties to this Agreement.


 


Section 12.06   The Collateral Agent. (a)  The Collateral
Agent shall have no liability for losses arising from (i) any cause beyond its control, (ii) any delay, error, omission
or default of any mail, telegraph, cable or wireless agency or operator, or (iii) the acts or edicts of any government or
governmental agency or other group or entity exercising governmental powers.


 


(b)          It is expressly acknowledged and agreed that the Collateral Agent is not guaranteeing the performance of or assuming any
liability for the obligations of the other parties hereto or any portion of the Collateral.


 


(c)          The Collateral Agent shall not be responsible for the preparation or filing of any UCC financing statements or continuation
statements or the correctness of any financing statements filed in connection with this Agreement or the validity or perfection
of any lien or security interest created pursuant to this Agreement.


 


(d)          The Collateral Agent shall not be liable for interest on any money received by it except as the Collateral Agent may agree
in writing with the Borrower. In no event shall the Collateral Agent be liable for the selection of any investments or any losses
in connection therewith (except in its capacity as obligor thereunder, if applicable), or for any failure of the relevant party
to provide investment instruction to the Collateral Agent in connection with the investment of funds in or from any account set
forth herein.


 






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(e)          The Collateral Agent shall have no liability for any failure, inability or unwillingness on the part of the Servicer, the
Borrower or the Administrative Agent to provide accurate and complete information on a timely basis to the Collateral Agent, or
otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy
or error in the performance or observance on the Collateral Agent’s part of any of its duties hereunder that is caused by
or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such
other party to comply with the terms hereof.


 


(f)           The
Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any certificate, report or other
document or electronic communication; provided, however, that, if the form thereof is prescribed by this Agreement,
the Collateral Agent shall examine the same to determine whether it conforms on its face to the requirements hereof. The Collateral
Agent shall not be deemed to have knowledge or notice of any matter unless actually known to a Responsible Officer. It is expressly
acknowledged by the Borrower, the Servicer, the Lenders and the Administrative Agent that performance by the Collateral Agent
of its various duties hereunder (including recalculations to be performed in respect of the matters contemplated hereby) shall
be based upon, and in reliance upon, data, information and notices provided to it by the Servicer (and/or the Borrower) and/or
any related bank agent, obligor or similar party with respect to the Collateral, and the Collateral Agent shall have no responsibility
for the accuracy of any such information or data provided to it by such persons and shall be entitled to update its records (as
it may deem necessary or appropriate). Nothing herein shall impose or imply any duty or obligation on the part of the Collateral
Agent to verify, investigate or audit any such information or data, or to determine or monitor on an independent basis whether
any issuer of the Collateral is in default or in compliance with the underlying documents governing or securing such item of Collateral,
from time to time.


 


(g)          The Collateral Agent shall have no duty to determine or inquire into the happening or occurrence of any event or contingency,
and it is agreed that its duties hereunder are purely ministerial in nature.


 


(h)          Should any controversy arise between the undersigned with respect to the Collateral held by the Collateral Agent, the Collateral
Agent shall follow the instructions of the Administrative Agent on behalf of the Secured Parties (provided that to the extent
practicable, the Collateral Agent shall provide written notice of such controversy to the Servicer).


 






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(i)           The powers conferred on the Collateral Agent hereunder are solely to protect its interest (on behalf of the Secured Parties)
in the Collateral and shall not impose any duty on it to exercise any such powers. Except for performing the obligations expressly
imposed on the Collateral Agent hereunder, the Collateral Agent shall have no duty as to any Collateral or responsibility for ascertaining
or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral,
whether or not the Collateral Agent has or is deemed to have knowledge of such matters or taking any steps to preserve rights against
prior parties or other rights pertaining to any Collateral.


 


(j)           In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking
institutions, including those relating to the funding of terrorist activities and money laundering, the Collateral Agent may be
required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship
with the Collateral Agent. Accordingly, each of the parties hereto agrees to provide to the Collateral Agent upon its request from
time to time such identifying information and documentation as may be available to such party in order to enable the Collateral
Agent to comply with such requirements.


 


(k)          If
U.S. Bank or the Collateral Agent is also acting in another capacity, including as Custodian or Securities Intermediary, the rights,
protections, immunities and indemnities afforded to U.S. Bank or the Collateral Agent pursuant to this Article XII shall
also be afforded to U.S. Bank or the Collateral Agent acting in such capacities; provided that such rights, protections,
benefits, immunities and indemnities shall be in addition to, and not in limitation of, any rights, protections, benefits, immunities
and indemnities provided in the Custodian Agreement, Account Control Agreement or any other Facility Documents to which U.S. Bank
or the Collateral Agent in such capacity is a party.


 


(l)           The Collateral Agent shall not have any obligation to determine if a Collateral Loan meets the criteria specified in the
definition of Eligible Collateral Loan or if the requirements set forth in the definition of “Deliver” have been satisfied.





 


(m)         The
Collateral Agent shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of LIBOR
(Dollar) (or any other Applicable Index, floating rate, interest rate or Benchmark Replacement), or whether or when there has
occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Replacement Date, Benchmark Transition
Event, Benchmark Transition Start Date, Benchmark Unavailability Period or Early Opt-In Election, (ii) to select, determine or
designate any Benchmark Replacement or other alternate benchmark rate, or other successor or replacement rate, or whether any
conditions to the designation of such a rate have been satisfied, or (iii) to select, determine or designate any Benchmark Replacement
Adjustment or other modifier to any Benchmark Replacement or other replacement or successor rate or index, or (iv) to determine
whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing.


 


(n)          The Collateral Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set
forth in this Agreement as a result of the unavailability of LIBOR (Dollar) (or any Benchmark Replacement or other Applicable Index,
floating rate or other Interest Rate) and absence of any Benchmark Replacement or other replacement index or floating rate, including
as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation
the Administrative Agent, the Borrower or the Servicer, in providing any direction, instruction, notice or information required
or contemplated by the terms of this Agreement and reasonably required for the performance of such duties.


 






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ARTICLE
XIII



MISCELLANEOUS


 


Section 13.01  No
Waiver; Modifications in Writing. (a)  No failure or delay on the part of any Secured Party exercising any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver
of any provision of this Agreement or any other Facility Document, and any consent to any departure by any party to this Agreement
or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective
only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower or the Servicer
in any case shall entitle the Borrower or the Servicer to any other or further notice or demand in similar or other circumstances.


 


(b)          No
amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Servicer,
the Administrative Agent and the Required Lenders; provided that:


 


(i)           any Fundamental Amendment shall require the written consent of all Lenders affected thereby; and





 


(ii)          no
such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent hereunder
without the prior written consent of such Agent.


 


(c)          Notwithstanding anything to the contrary herein, (i) in connection with the increase of the Individual Lender Maximum Funding
Amounts hereunder, only the consent of the Lender increasing its Individual Lender Maximum Funding Amount (or providing a new Individual
Lender Maximum Funding Amount) shall be required for any amendment that effects such increase in Individual Lender Maximum Funding
Amounts and (ii) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Facility Documents
(and such amendment shall become effective without any further action or consent of any other party to any Facility Document) if
the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical
or immaterial nature in any such provision.


 


(d)          Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders
or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that
(x) the Individual Lender Maximum Funding Amount of any Defaulting Lender may not be increased or extended without the consent
of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender
that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting
Lender.


 






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(e)          With respect to any Applicable Index other than LIBOR (Dollar), upon the occurrence of any event that results in the unavailability
of such Applicable Index, the index rate shall be the reference rate reasonably determined by the Administrative Agent giving due
consideration to any evolving or then existing convention for similar multi-currency denominated syndicated credit facilities for
alternate benchmarks, and as to which the Administrative Agent may, in its reasonable discretion, make such adjustments to such
rate or the spread thereon, as well as the business day convention, interest determination dates and related provisions and definitions,
in each case, that are consistent with such accepted market practice for the use of such rate; provided that the Administrative
Agent has made similar determinations with respect to similarly situated borrowers in similar facilities; provided, further,
that if the Borrower does not agree with such index rate, in the reasonable discretion of the Borrower, any Advances with such
Applicable Index shall be converted into Dollar Advances, using the applicable exchange rate determined by the Administrative Agent
in its reasonable discretion pursuant to the definition of “Dollar Equivalent”.


 


Section 13.02    Notices,
Etc. Except where telephonic instructions are authorized herein to be given, all notices, demands, instructions
and other communications required or permitted to be given to or made upon any party hereto shall be in writing and shall be
personally delivered or sent by registered, certified or express mail, postage prepaid, or by facsimile transmission, or by
prepaid courier service, or by electronic mail (if the recipient has provided an email address in Schedule 5). Notices and
communications by facsimile and e-mail shall be effective when sent, and notices and communications sent by other means shall
be effective when received by the intended recipient thereof in accordance with the provisions of this Section 13.02.
Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this
Section 13.02, notices, demands, instructions and other communications in writing shall be given to or made upon the
respective parties hereto at their respective addresses (or to their respective facsimile numbers or email addresses)
indicated in Schedule 5, and, in the case of telephonic instructions or notices, by calling the telephone number or numbers
indicated for such party in Schedule 5.


 


U.S. Bank in each of
its capacities under the Facility Documents agrees to accept and act upon instructions or directions pursuant to this Agreement,
any other Facility Document, or any Related Document or any document executed in connection herewith or therewith sent by unsecured
email, facsimile transmission or other similar unsecured electronic methods; provided, however, that any person providing such
instructions or directions shall provide to U.S. Bank an incumbency certificate listing persons designated to provide such instructions
or directions as such incumbency certificate may be supplemented from time to time. If any person elects to give U.S. Bank email
or facsimile instructions (or instructions by a similar electronic method) and U.S. Bank in its discretion elects to act upon such
instructions, U.S. Bank’s reasonable understanding of such instructions shall be deemed controlling. U.S. Bank shall not
be liable for any losses, costs or expenses arising directly or indirectly from U.S. Bank’s reliance upon and compliance
with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction.
Any person providing such instructions or directions acknowledges and agrees that there may be more secure methods of transmitting
such instructions than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection
with its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular
needs and circumstances.


 






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In addition to all other
instruction methods permitted under this Agreement, the Borrower hereby directs U.S. Bank in each of its capacities under the Facility
Documents to accept instructions sent pursuant to secure financial messaging services provided by SWIFT, which shall constitute
instructions from the Borrower (or the Servicer on behalf of the Borrower) for all purposes hereunder. The Borrower instructs U.S.
Bank to accept and process SWIFT transmissions initiated by the Borrower or the Servicer on its behalf to the same extent that
written wire transfer instructions are accepted and processed by U.S. Bank. U.S. Bank in each of its capacities under the Facility
Documents may conclusively rely on SWIFT transmissions to release payments as instructed, subject to any verification of information
as requested by U.S. Bank in such capacity, including the call back process to an individual designated by the Borrower or the
Servicer as authorized to provide such verification. U.S. Bank may also request, and the Borrower or the Servicer will provide,
an additional signed direction (whether by manual, facsimile, PDF or other electronic signature) in order for U.S. Bank to make
such payment in connection with any SWIFT transmission. For purposes of compliance with any incumbency certificate of the Borrower
or the Servicer, all instructions received by U.S. Bank through the methodology described herein shall be deemed in compliance
with the procedures outlined therein (to the extent applicable).


 


Section 13.03    Taxes.
(a)  Any and all payments by or on account of any obligation of the Borrower under any Facility Document shall be
made without deduction or withholding for any and all Taxes with respect thereto, unless required by Applicable Law. If any
Applicable Law (as determined in the good faith discretion of the Borrower or the Administrative Agent) requires the
deduction or withholding of any Tax from any such payment by the Borrower or the Administrative Agent, then the Borrower or
the Administrative Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount
deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an
Indemnified Tax, then the sum payable by the Borrower shall be increased as may be necessary so that after such deduction or
withholding has been made (including such deductions and withholdings applicable to additional sums payable under this
Section 13.03) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction
or withholding been made.


 


(b)              
The Borrower agrees to timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option
of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(c)              
The Borrower agrees to indemnify each Recipient, within 10 days after demand therefor, for (i) the full amount of any
Indemnified Taxes (including any Indemnified Taxes imposed or asserted by any jurisdiction on or attributable to amounts payable
under this Section 13.03) payable or paid by any Recipient or required to be withheld or deducted from a payment to such Recipient
and (ii) any reasonable expenses arising therefrom or with respect thereto, in each case whether or not such Indemnified Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to the Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent
on its own behalf or on behalf of another Recipient, shall be conclusive absent manifest error.


 






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(d)              
Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified
Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent
for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such
Lender’s failure to comply with the provisions of Section 13.06(c)(ii) relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative
Agent in connection with any Facility Document, and any reasonable expenses arising therefrom or with respect thereto, whether
or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the
amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.
Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender
under any Facility Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount
due to the Administrative Agent under this Section 13.03(d).


 


(e)               As
soon as practicable after the date of any payment of Taxes by the Borrower to Governmental Authority pursuant to this
Section 13.03, the Borrower will furnish to the Administrative Agent the original or a certified copy of a receipt
issued by the relevant Governmental Authority evidencing payment thereof, a copy of the return reporting such payment, or
other evidence of payment as may be reasonably satisfactory to the Administrative Agent.


 


(f)               
If any Recipient in its sole discretion, but acting in good faith, determines that it has received a refund of any Taxes
with respect to which it has been indemnified pursuant to this Section 13.03 (including by the payment of additional amounts
pursuant to Section 13.03(a)), such Recipient shall reimburse the Borrower (or the Servicer, as applicable) such amount of
any refund received (net of reasonable out-of-pocket expenses incurred), but only to the extent of indemnity payments made under
this Section with respect to the Taxes giving rise to such refund, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund), as such Secured Party shall determine in its sole discretion, but acting
in good faith, to be attributable to the relevant Indemnified Taxes; provided that in the event that such Secured Party
is required to repay such refund to the relevant taxing authority, the Borrower agrees to return the refund to such Secured Party.
Notwithstanding anything to the contrary in this Section 13.03(f), in no event will any Secured Party be required to pay
any amount to an indemnifying party pursuant to this Section 13.03(f) the payment of which would place such Secured Party
in a less favorable net after-Tax position than such Secured Party would have been in if the Tax subject to indemnification and
giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional
amounts with respect to such Tax had never been paid. Unless required by Applicable Law, at no time shall any Agent have any obligation
to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld
or deducted from funds paid for the account of such Lender, as the case may be. This paragraph shall not be construed to require
any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential)
to the indemnifying party or any other Person.


 


(g)              
(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made
under any Facility Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested
by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or
the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation
(other than such documentation set forth in Sections 13.03(g)(ii), (iii) and (v) below) shall not be required if in the Lender’s
reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense
or would materially prejudice the legal or commercial position of such Lender.


 






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(ii)               Without
limiting the generality of Section 13.03(g)(i), each Lender that is a U.S. Person shall, on or prior to the date on
which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the
Borrower or any Agent), deliver to the Borrower and each Agent, two accurate, complete and signed copies of U.S. Internal
Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax.


 


(iii)               
Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and each Agent, on or prior
to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable
request of the Borrower or any Agent), two accurate, complete and signed copies of whichever of the following is applicable:


 


(A)            
in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with
respect to payments of interest under any Facility Document, executed copies of U.S. Internal Revenue Service Form W-8BEN-E (or
W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest”
article of such tax treaty and (y) with respect to any other applicable payments under any Facility Document, U.S. Internal
Revenue Service Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding
Tax pursuant to the “business profits” or “other income” article of such tax treaty;


 


(B)             
executed copies of U.S. Internal Revenue Service Form W-8ECI;


 


(C)             
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c)
of the Code, (x) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A)
of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code,
or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S.
Tax Compliance Certificate”) and (y) executed copies of U.S. Internal Revenue Service Form W-8BEN-E (or W-8BEN,
as applicable); or


 






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


 


(iv)                Each
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agents (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or any Agent), executed copies
of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to
permit the Borrower or the Agents to determine the withholding or deduction required to be made.


 


(v)              
If a payment made to a Recipient under any Facility Document would be subject to U.S. federal withholding tax imposed by
FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Code, as applicable), such Recipient shall deliver to the Borrower and the Administrative Agent at the time or
times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation
prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent
to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations
under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 13.03(g)(v),
 “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


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


 


(h)              
If any Lender requires the Borrower to pay any Indemnified Taxes or additional amount to such Lender or any Governmental
Authority for the account of such Lender pursuant to this Section 13.03, then such Lender shall (at the request of the Borrower)
use reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or affiliates, if such Lender determines, in its sole discretion
that such designation or assignment (i) would eliminate or reduce amounts payable pursuant to this Section 13.03 in the
future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous
to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.


 






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(i)                
Each party’s obligations under this Section 13.03 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Individual Lender Maximum Funding
Amounts and the repayment, satisfaction or discharge of all obligations under any Facility Document.


 


Section 13.04    Costs
and Expenses; Indemnification. (a)  The Borrower agrees to promptly pay on demand all reasonable and
documented out-of-pocket costs and expenses of the Agents and the Lenders in connection with the preparation, review,
negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the
reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and one outside counsel
for the Collateral Agent, costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s
security interests in the Collateral, including filing and recording fees, expenses, search fees, UCC filing fees and the
equivalent thereof in any foreign jurisdiction, if applicable, and all other related fees and expenses in connection
therewith; and in connection with the administration and any waiver, consent, modification or amendment or similar agreement
in respect of this Agreement, the Notes or any other Facility Document and advising the Agents and Lenders as to their
respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on demand all reasonable and documented
costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any
other Facility Document, including all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral
Agent in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility
Documents or any interest, right, power or remedy of the Collateral Agent and the Replacement Servicer (including in its
capacity as Replacement Servicer) or in connection with the collection or enforcement of any of the Obligations or the proof,
protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all
reasonable fees and disbursements of outside attorneys, accountants, auditors, consultants, appraisers and other
professionals engaged by the Collateral Agent; provided that, in each case, there shall be one primary outside
attorney and one local counsel representing each of (x) the Lenders and the Administrative Agent, taken as a whole and (y)
the Collateral Agent, the Securities Intermediary and the Custodian, taken as a whole, unless any conflict of interest
arises. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties
are intended to constitute expenses of administration under any applicable bankruptcy law. For the avoidance of doubt, this
Section 13.04(a) shall not apply to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising
from any non-Tax claim, which shall be covered by Section 13.03.


 


(b)              
The Borrower agrees to indemnify and hold harmless each Secured Party and each of their Affiliates and the respective officers,
directors, employees, agents, managers of, and any Person controlling any of, the foregoing (each, an “Indemnified
Party”) from and against any and all Liabilities that may be incurred by or asserted or awarded against any Indemnified
Party, whether brought by or involving the Borrower or any third party, in each case arising out of or in connection with or by
reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection
with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and
regardless of whether or not any such transactions are consummated); except that the Borrower shall not be liable to the
extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from
such Indemnified Party’s bad faith, gross negligence or willful misconduct; provided that any payment hereunder which
relates to taxes, levies, imposes, deductions, charges and withholdings, and all liabilities (including penalties, interest and
expenses) with respect thereto, or additional sums described in Sections 2.10, 2.11 or 13.03, shall not be covered by this
Section 13.04(b).


 






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(c)              
The Servicer agrees to indemnify and hold harmless each Indemnified Party from and against any and all Liabilities that
may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or
by reason of any one or more of the following: (i) any breach by the Servicer of any covenant or any of its obligations under
any Facility Document, (ii) the failure of any of the representations or warranties of the Servicer set forth in any Facility
Document or in any certificate, statement or report delivered in connection therewith to be true when made or when deemed made
or repeated and (iii) by reason of any gross negligence, bad faith or willful misconduct (as determined by the final non-appealable
judgment of a court of competent jurisdiction) on the part of the Servicer in its capacity as Servicer; except the Servicer
shall not be liable to the extent any such Liability (x) results from the performance or non-performance of the Collateral Loans
or (y) is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified
Party’s bad faith, gross negligence or willful misconduct; provided that any payment hereunder which relates to taxes,
levies, imposes, deductions, charges and withholdings, and all liabilities (including penalties, interest and expenses) with respect
thereto, or additional sums described in Sections 2.10, 2.11 or 13.03, shall not be covered by this Section 13.04(c).
The Servicer shall not have any liability hereunder to any Indemnified Party to the extent an Indemnified Party affects any settlement
of a matter that is (or could be) subject to indemnification hereunder without the prior written consent of the Servicer (which
consent shall not be unreasonably withheld or delayed).


 


(d)              
The Equityholder agrees to indemnify and hold harmless each Indemnified Party from and against any and all Liabilities that
may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by
reason of any one or more of the following: (i) any breach by the Equityholder of any covenant or any of its obligations set
forth in Section 13.22 and (ii) the failure of any of the representations or warranties of the Equityholder set forth in Section
4.03(o), (p), (q) and (r) and Section 13.22 or in any certificate, statement or report delivered in connection therewith to be
true when made or when deemed made or repeated.


 


Section 13.05   
Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when
so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but
one and the same Agreement. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission
shall be effective as delivery of a manually executed counterpart hereof.


 






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Section 13.06   
Assignability. (a)  Each Lender may, with
the consent of the Administrative Agent and the Borrower, assign to an assignee all or a portion of its rights and obligations
under this Agreement (including all or a portion of its outstanding Advances or interests therein owned by it, together with ratable
portions of its Individual Lender Maximum Funding Amount); provided that:


 


(i)               
each of the Borrower’s and the Administrative Agent’s consent to any such assignment (A) shall not be unreasonably
withheld or delayed and (B) shall not be required if the assignee is a Permitted Assignee with respect to such assignor; and


 


(ii)              
the Borrower’s consent to any such assignment pursuant to this Section 13.06(a) shall not be required (other
than with respect to an assignment to a MS Competitor) if (x) a Material Default or an Event of Default shall have occurred and
is continuing (and not been waived by the Lenders in accordance with Section 13.01) or (y) such assignment is required by
any Change in Law.


 


The parties to each such
assignment shall execute and deliver to the Administrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance
and the applicable tax forms required by Section 13.03(g). Notwithstanding any other provision of this Section 13.06,
no assignment by any Lender to the Borrower or any of its Affiliates shall be permitted.


 


(b)              
The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent
of the Agents and the Lenders.


 


(c)              
(i)        Any Lender may, without the consent of (other than with respect to a
participation to a MS Competitor), but with notice to, the Borrower, sell participations to Participants in all or a portion of
such Lender’s rights and obligations under this Agreement; provided that (A) such Lender’s obligations
under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations, (C) such Borrower, the Agents and the other Lenders shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) each
Participant shall have agreed to be bound by this Section 13.06(c), Section 13.06(d), Section 13.06(e) and Section 13.17.
Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any Fundamental
Amendment. Sections 2.10, 2.11, and 13.03 shall apply to each Participant as if it were a Lender and had acquired its interest
by assignment pursuant to clause (a) of this Section 13.06 (subject to the requirements and limitations set forth in
Section 13.03, including the requirements under Section 13.03(g)); provided that (A) such Participant agrees to
be subject to the provisions of Section 13.03(g) as if it were an assignee under clause (a) of this Section 13.06
and (B) no Participant shall be entitled to any amount under Section 2.10, 2.11, or 13.03 which is greater than the
amount the related Lender would have been entitled to under any such Sections or provisions if the applicable participation had
not occurred, except to the extent such entitlement to receive a greater amount results from a Change in Law that occurs after
the Participant acquired the applicable participation.


 






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(ii)               In
the event that any Lender sells participations in any portion of its rights and obligations hereunder, such Lender as
nonfiduciary agent for the Borrower shall maintain a register on which it enters the name and address of all participants in
the Advances held by it and the principal amount (and stated interest thereon) of the portion of the Advance which is the
subject of the participation (the “Participant Register”); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity
of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other
obligations under any Facility Document) to any Person except to the extent that such disclosure is necessary to establish
that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) and proposed Section
1.163-5(b) of the United States Treasury Regulations. The entries in a Participant Register shall be conclusive absent
manifest error, and such Lender shall treat each Person whose name is recorded in such Participant Register as the owner of
such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt,
the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register. This Section 13.06(c)(ii) shall be construed so that such commitments, loans, letters of credit or other
obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and
881(c)(2) of the Code, Section 5f.103-1(c) of the United States Treasury regulations, and any other related regulations or
successor provisions or regulations.


 


(d)              
The Administrative Agent, on behalf of and acting solely for this purpose as the nonfiduciary agent of the Borrower, shall
maintain at its address specified in Section 13.02 or such other address as the Administrative Agent shall designate in writing
to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted
by it and a register (the “Register”) for the recordation of the names
and addresses of the Lenders and the aggregate outstanding principal amount of the outstanding Advances maintained by each Lender
under this Agreement (and any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes,
absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register
as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior notice. An Advance (and a Note, if any, evidencing the
same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Note,
if any, shall expressly so provide) and compliance with this Section 13.06. The Administrative Agent shall update and furnish
to the Collateral Agent and the Borrower from time to time at the request of the Collateral Agent or the Borrower an updated version
of Schedule 1 reflecting the then-current allocation of the Individual Lender Maximum Funding Amounts.


 


(e)              
Notwithstanding anything to the contrary set forth herein or in any other Facility Document, each Lender hereunder, and
each Participant, must at all times be a “qualified purchaser” as defined in the Investment Company Act (a “Qualified
Purchaser”) and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act
(a “QIB”). Each Lender represents to the Borrower, (i) on the
date that it becomes a party to this Agreement (whether by being a signatory hereto or by entering into an Assignment and Acceptance)
and (ii) on each date on which it makes an Advance hereunder, that it is a Qualified Purchaser and a QIB. Each Lender further
agrees that it shall not assign, or grant any participations in, any of its Advances or its Individual Lender Maximum Funding Amounts
to any Person unless such Person is a Qualified Purchaser and a QIB.


 






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(f)               
Notwithstanding any other provision of this Section 13.06, any Lender may at any time pledge or grant a security interest
in all or any portion of its rights (including rights to payment of principal and interest) under this Agreement to secure obligations
of such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the
Borrower or the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender
from any of its obligations hereunder or substitute any such pledgee or grantee for such Lender as a party hereto.


 


Section 13.07   
Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY CLAIM,
CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER FACILITY DOCUMENT (EXCEPT, AS TO ANY OTHER FACILITY DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


Section 13.08   
Severability of Provisions. Any provision of this
Agreement or any other Facility Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting
the validity or enforceability of such provision in any other jurisdiction.


 


Section 13.09   
Confidentiality. The parties hereto agree to maintain
the confidentiality of the Information (as defined below), except that Information may be disclosed by any party (a) to its
Affiliates, directors, officers, members, principals and employees, and to its agents, counsel and other advisors that have a
need for such information relative to this facility (collectively, the “Related Parties”) (it being understood
that, in each case, the Persons to whom such disclosure is made will be informed of the confidential nature of such Information
and instructed to keep such Information confidential and the disclosing party shall be responsible for any breach by its Related
Parties under this Section 13.09); (b) to the extent required or requested by any regulatory authority purporting to
have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association
of Insurance Commissioners), it being understood that the Persons to whom such disclosure is made shall be informed of the confidential
nature of such Information; (c) to the extent required by Applicable Law or by any subpoena or similar legal process; provided
that with respect to disclosures of Information pursuant to a subpoena or similar legal process, (A) prior to any disclosure
under this clause (c) the disclosing party agrees to provide the Borrower with prior written notice thereof, to the extent
that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior written notice
to the Borrower pursuant to the terms of the subpoena or other legal process and (B) any disclosure under this clause (c)
shall be limited to the portion of the Information as may be required by such Governmental Authority pursuant to such subpoena
or other legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder
or under any other Facility Document or any action or proceeding relating to this Agreement or any other Facility Document or
the enforcement of rights hereunder or thereunder; (f) solely with respect to the Administrative Agent or any Lender, to
(i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations
under this Agreement; provided that (x) such assignee or participant (or prospective assignee or participant) would be
permitted to be an assignee or participant pursuant to the terms hereof and (y) such assignee or participant (or prospective assignee
or participant) has agreed to maintain confidentiality pursuant to this Section 13.09 or another non-disclosure agreement
substantially similar hereto, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or
other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments
hereunder that has agreed to maintain confidentiality pursuant to this Section 13.09; or (iii) any rating agency or
(g) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section
by such party, or (y) becomes available to such party or any of their respective Affiliates on a nonconfidential basis from
a source other than a party to this Agreement. For purposes of this Section 13.09, “Information” means all
information received from a party to this Agreement, the terms and substance of this Agreement and each other Facility Document
and any term sheet.


 






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Section 13.10   
Merger. This Agreement and the other Facility Documents
executed by the Administrative Agent or the Lenders taken as a whole incorporate the entire agreement between the parties hereto
and thereto concerning the subject matter hereof and thereof and this Agreement and such other Facility Documents supersede any
prior agreements among the parties relating to the subject matter thereof.


 


Section 13.11   
Survival. All representations and warranties made
hereunder, in the other Facility Documents and in any certificate delivered pursuant hereto or thereto or in connection herewith
or therewith shall survive the execution and delivery of this Agreement and the making of the Advances hereunder. The agreements
in Sections 2.10, 2.11, 2.13, 12.04, 13.03, 13.04, 13.09, 13.15 and 13.17 and this Section 13.11 shall survive the termination
of this Agreement in whole or in part, the payment in full of the principal of and interest on the Advances, any foreclosure under,
or modification, release or discharge of, any or all of the Related Documents and the resignation or replacement of any Agent.


 


Section 13.12   
Submission to Jurisdiction; Waivers; Etc. Each party
hereto hereby irrevocably and unconditionally:


 


(a)              
submits for itself and its property in any legal action or proceeding relating to this Agreement or the other Facility Documents
to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction
of the courts of the State of New York in the Borough of Manhattan, the courts of the United States of America for the Southern
District of New York, and the appellate courts of any of them;


 


(b)              
consents that any such action or proceeding may be brought in any court described in Section 13.12(a) and waives to
the fullest extent permitted by Applicable Law any objection that it may now or hereafter have to the venue of any such action
or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead
or claim the same;






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(c)              
solely in the case of each party hereto (other than the Borrower, the Servicer, the Equityholder and the Collateral Agent)
agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 13.02
or at such other address as may be permitted thereunder;


 


(d)               EACH
OF THE BORROWER, SERVICER AND EQUITYHOLDER IRREVOCABLY APPOINTS THE CORPORATION TRUST COMPANY (THE “PROCESS
AGENT”) WITH AN OFFICE ON THE DATE HEREOF AT 1209 ORANGE STREET, CITY OF WILMINGTON, COUNTY OF NEW CASTLE,
DELAWARE 19801, AS ITS AGENT TO RECEIVE ON ITS BEHALF AND PROPERTY SERVICE OF COPIES OF ANY SUMMONS AND COMPLAINT AND ANY
OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY
OF SUCH PROCESS TO THE BORROWER, SERVICER OR EQUITYHOLDER IN CARE OF THE PROCESS AGENT AT THE PROCESS AGENT’S ABOVE
ADDRESS, AND EACH OF THE BORROWER, SERVICER AND EQUITYHOLDER HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO
ACCEPT SUCH SERVICE ON ITS BEHALF. AS AN ALTERNATIVE METHOD OF SERVICE, EACH OF THE BORROWER, SERVICER AND EQUITYHOLDER ALSO
IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH
PROCESS TO IT AT ITS ADDRESS SET FORTH IN SECTION 13.02 IN THE MANNER DESCRIBED ABOVE. EACH OF THE BORROWER, SERVICER AND
EQUITYHOLDER AGREES 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 PERMITTED BY LAW. NOTHING IN THIS SECTION SHALL AFFECT THE
RIGHTS OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY MANNER PERMITTED BY LAW OR AFFECT SUCH PARTY’S RIGHT TO BRING
ANY ACTION OR PROCEEDING AGAINST ANY OF THE BORROWER, SERVICER AND EQUITYHOLDER OR ANY OTHER PARTY HERETO OR ITS PROPERTY IN
THE COURTS OF ANY OTHER JURISDICTION; and


 


(e)              
waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding
against any Secured Party arising out of or relating to this Agreement or any other Facility Document any special, exemplary, punitive
or consequential damages.


 


Section 13.13   
Waiver of Jury Trial. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY
OTHER FACILITY DOCUMENT OR FOR ANY COUNTERCLAIM HEREIN OR THEREIN OR RELATING HERETO OR THERETO.


 






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Section 13.14    Right
of Setoff; Payments Pro Rata. (a)  Subject to Section 9.01(a), if an Event of Default shall
have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and
from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against
any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Facility Document
to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any
demand under this Agreement or any other Facility Document and although such obligations of the Borrower may be contingent or
unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding
such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise
any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for
further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by
such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the
Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in
reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights
of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including
other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower
and the Administrative Agent promptly after any such setoff and application, provided, that the failure to give such notice
shall not affect the validity of such setoff and application.


 


(b)              
Each of the Lenders agrees that, if it should receive any amount under this Agreement (whether by voluntary payments, by
realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the
enforcement of any right under the Facility Documents, or otherwise) which is applicable to the payment of the principal of, or
interest on, the Advances or fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater
proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and
due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for
cash without recourse or warranty from the other Lenders an interest in the Obligations to such other Lenders in such amount as
shall result in a proportional participation by all of the Lenders in such disproportionate sum received; provided that
if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the
purchase price restored to the extent of such recovery, but without interest.


 


Section 13.15   
PATRIOT Act Notice. Each Agent and Lender hereby
notifies the Borrower that, pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on
October 26, 2001)) (the “PATRIOT Act”), it is required to obtain, verify
and record information that identifies the Borrower, which information includes the name and address of the Borrower and other
information that will allow such Agent or Lender to identify the Borrower in accordance with the PATRIOT Act. The Borrower shall
provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by any Lender
or Agent in order to assist such Lender or Agent, as applicable, in maintaining compliance with the PATRIOT Act.


 






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Section 13.16   
Legal Holidays. In the event that the date of prepayment
of Advances or the Final Maturity Date shall not be a Business Day, then notwithstanding any other provision of this Agreement
or any other Facility Document, payment need not be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the nominal date of any such date of prepayment or Final Maturity Date, as the case may
be, and interest shall accrue on such payment for the period from and after any such nominal date to but excluding such next succeeding
Business Day.


 


Section 13.17   
Non-Petition. Each of the Servicer and each Secured
Party hereby agrees not to institute against, or join, cooperate with or encourage any other Person in instituting against, the
Borrower any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other
proceeding under federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable
preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination
of all Individual Lender Maximum Funding Amounts; provided that nothing in this Section 13.17 shall preclude, or be
deemed to prevent, any Secured Party (a) from taking any action prior to the expiration of the aforementioned one year and
one day period, or, if longer, the applicable preference period then in effect, in (i) any case or proceeding voluntarily
filed or commenced by the Borrower or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower
by a Person other than any such Secured Party, or (b) from commencing against the Borrower or any properties of the Borrower
any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding
or other proceeding under federal or state bankruptcy or similar laws. The provisions of this paragraph shall survive the termination
of this Agreement. The provisions of this Section 13.17 are a material inducement for the Secured Parties to enter into this Agreement
and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are
not adequate for a breach of the provisions of this Section 13.17 and the Administrative Agent may seek and obtain specific performance
of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement,
winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings under United States federal or
state bankruptcy laws, or any similar laws.


 


Section 13.18   
Waiver of Setoff. Each of the Borrower and the Servicer
hereby waives any right of setoff it may have or to which it may be entitled under this Agreement or under any Applicable Law from
time to time against the Administrative Agent, any Lender or its respective assets.


 


Section 13.19   
Collateral Agent Execution and Delivery. By executing
this Agreement, each Lender hereby consents to the terms of this Agreement, directs the Collateral Agent to execute and deliver
this Agreement, and acknowledges and agrees that the Collateral Agent shall be fully protected in relying upon the foregoing consent
and direction and hereby releases the Collateral Agent and its respective officers, directors, agents, employees and shareholders,
as applicable, from any liability for complying with such direction, except as a result of gross negligence or willful misconduct
of the Collateral Agent.


 






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Section 13.20   
Acknowledgement and Consent to Bail-In of Affected Financial
Institutions. Notwithstanding anything to the contrary in any Facility Document or in any other agreement, arrangement
or understanding among any such parties, each party hereto acknowledges and accepts that any liability of any Affected Financial
Institution arising under or in connection with any Facility 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, in the principal amount, or outstanding amount due (including any accrued but unpaid interest),
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 Facility Document; or


 


(iii)               the variation of the terms of any Facility Document to the extent necessary to give effect to any Bail-in Action in relation
to such liability.


 


Section 13.21   
WAIVER OF SOVEREIGN IMMUNITY. To the extent that
any of the Borrower, Servicer or Equityholder may be entitled, in any jurisdiction in which judicial proceedings may at any time
be commenced with respect to this Agreement or any other Facility Document, to claim for itself or its revenues, assets or properties
any immunity from suit, the jurisdiction of any court, attachment prior to judgment, attachment in aid of execution of a judgment,
set-off, execution of a judgment or any other legal process, and to the extent that in any such jurisdiction there may be attributed
such immunity (whether or not claimed), each of the Borrower, the Servicer and the Equityholder irrevocably agrees not to claim
and hereby irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction and hereby agrees
that the foregoing waiver shall be enforced to the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976
of the United States of America, as amended, and is intended to be irrevocable for the purpose of such act.


 


Section 13.22   
Securitisation Regulation Requirements. The Equityholder
hereby represents and covenants, for the benefit of the Administrative Agent, the Lenders, the Collateral Agent (for the benefit
of the Secured Parties) and, in respect of paragraphs (d) and (e) below only, the Servicer that, for so long as any Advance remains
outstanding:


 


(a)              
it will retain, as originator (for the purpose of the Securitisation Regulation), on an ongoing basis, a material net economic
interest in the form specified in paragraph (d) of Article 6(3) of the Securitisation Regulation, being retention of the first
loss tranche and, if necessary, other tranches having the same or a more severe risk profile than those transferred or sold to
investors and not maturing any earlier than those transferred or sold to investors, through maintaining funding to the Borrower
under the LLC Agreement, in an amount equal to not less than 5% of the Retention Basis Amount (such net economic interest being
the “Retained Interest”);


 






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(b)              
neither it nor any of its Affiliates will sell, hedge, enter into a short position or otherwise mitigate its credit risk
under or associated with the Retained Interest where to do so would cause the transaction contemplated by the Facility Documents
to cease to be compliant with the EU Risk Retention Requirement;


   


(c)              
 it will provide to the Administrative Agent and/or any Lender that is subject to the EU Due Diligence Requirements, the
information, documents, reports and notifications that the Administrative Agent and/or such Lender reasonably requests as necessary
to enable compliance with any of their obligations under the EU Due Diligence Requirements; provided that (i) such information
is not subject to any duty of confidentiality and (x) in its possession or (y) not in its possession but obtainable using commercially
reasonable efforts and without material expense (provided further that, if obtaining such information, documents, reports
or notifications would involve material expense but the requesting Lender agrees to reimburse it, then it shall obtain the same)
and (ii) such disclosure is not contrary to any requirement of law or regulation applicable to it;


 


(d)              
it will confirm to each of the Borrower, the Administrative Agent, the Servicer, each Lender and the Collateral Agent, its
continued compliance with the covenants set out at paragraphs (a) and (b) above in each Payment Date Report;


 


(e)              
it will promptly notify the Borrower, the Administrative Agent, the Servicer, each Lender and the Collateral Agent in writing
if for any reason it fails to comply with either of the covenants set out in paragraphs (a) or (b) above in any way;


 


(f)               
it will notify each of its Affiliates of the contents of paragraph (b) above and shall use reasonable endeavors to procure
that each of its Affiliates complies with the terms of paragraph (b) as if it were a party thereto; and


 


(g)              
(A) in relation to each Collateral Loan acquired by the Borrower which is a Retention Holder Originated Collateral
Loan pursuant to part (a) of the definition thereof, it applied sound and well-defined credit granting criteria to the origination
of the Collateral Loan; (B) in relation to each Collateral Loan acquired by the Borrower which is a Retention Holder Originated
Collateral Loan pursuant to part (b) of the definition thereof, it has verified, in light of the information available to it and
subject to its usual standard of care, and reasonably believes that the entity which was, directly or indirectly, involved in the
original agreement which created the Collateral Loan applied sound and well-defined credit granting criteria to the origination
of the Collateral Loan, and that it maintained clearly established processes for approving, amending, modifying, renewing and financing
the Collateral Loan and had effective systems in place to apply those criteria and processes to ensure that the Collateral Loan
was granted and approved based on a thorough assessment of the relevant Obligor’s creditworthiness; and (C) it has,
and reasonably expects to maintain, clearly established criteria and processes for originating, amending, modifying, renewing and
financing the Collateral Loans (the “Collateral Loan Originations and Revisions”) and has effective systems
in place to apply those criteria and processes to ensure that Collateral Loan Originations and Revisions are granted and approved
based on a thorough assessment of each Obligor’s creditworthiness.


 






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(h)               Notwithstanding
anything to the contrary contained herein, neither the Equityholder nor the Borrower makes any representation as to
compliance of the transaction or any of the parties hereto with respect to the Securitisation Regulation. Any Person
accepting the benefits of this Section 13.22 and/or paragraphs (o) to (r) of Section 4.03 above (including any related
definitions or provisions) shall be deemed to have agreed to the terms set forth in this paragraph and each Lender hereby
represents it is not relying on any of the Borrower, the Servicer or the Equityholder or any of the respective Affiliates,
for any financial, tax, legal, accounting or regulatory advice in connection with the matters set forth in this Section 13.22
and/or paragraphs (o) to (r) of Section 4.03 above. For the avoidance of doubt, none of this Section 13.22 and/or paragraphs
(o) to (r) of Section 4.03 constitute regulatory advice.


 


Section 13.23   
Adequacy of Monetary Damages Against the Lenders.
Each of the Borrower, the Servicer and the Equityholder hereby acknowledges and agrees that (i) any and all claims, damages and
demands against the Administrative Agent or the Lenders arising out of, or in connection with, the exercise by the Administrative
Agent or the Lenders of any Administrative Agent or any of the Lenders’ rights or remedies pursuant to this Agreement can
be sufficiently and adequately remedied by monetary damages, (ii) no irreparable injury will be caused to the Borrower, the Servicer
or the Equityholder as a result of, or in connection with, any such claims, damages or demands, and (iii) no equitable or injunctive
relief shall be sought by the Borrower, the Servicer or the Equityholder as a result of, or in connection with, any such claims,
damages or demands; provided that this Section 13.23 shall not constitute a waiver of any rights of the Borrower, the Servicer
or the Equityholder to seek injunctive relief to enforce its rights under Section 13.09.


 






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


 


	 	DLF
Financing SPV LLC, as Borrower
	 	 	 
		By:	/s/ Venugopal Rathi
	 	 	Name: Venugopal Rathi
	 	 	Title: Chief Financial Officer



 


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	 	MORGAN STANLEY DIRECT LENDING
FUND, as Equityholder
	 	 	 
	 	By:	/s/ Orit Mizrachi
	 	 	Name: Orit Mizrachi
	 	 	Title:Chief Operating Officer


 





	 	MORGAN STANLEY DIRECT LENDING
FUND, as Servicer
	 	 	 
	 	By:	/s/ Venugopal Rathi
	 	 	Name: Venugopal Rathi
	 	 	Title:Chief Financial Officer


 


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	 	BNP PARIBAS, as Administrative
Agent and a Lender
	 	 	 
	 	By:	/s/ Sohaib Naim
	 	 	 Name: Sohaib Naim
	 	 	Title: Vice President
	 	 	 
	 	By:	/s/ Adnan Zuberi
	 	 	Name: Adnan Zuberi
	 	 	Title: Managing Director


 


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	 	U.S. BANK NATIONAL ASSOCIATION,
as Collateral Agent
	 	 	 
	 	By:	/s/ Ralph J. Creasia, Jr.
	 	 	Name: Ralph J. Creasia, Jr.
	 	 	Title: Senior Vice President


 


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