Exhibit 10.1


 


Execution Version


 


  


Up to U.S. $200,000,000


 


LOAN AND SERVICING AGREEMENT


 


Dated as of December 19, 2017


 


among


 


33rd
street funding, LLC,


as the Borrower


 


cion
investment management, llc,


as the Portfolio Manager


 


MORGAN STANLEY ASSET FUNDING INC.,


as the Administrative Agent


 


EACH OF THE LENDERS FROM TIME TO TIME PARTY
HERETO,


as the Lenders


 


and


 


U.S.
Bank National Association,


as the Collateral Agent, Account Bank and
Collateral Custodian





 


 




     


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I
	 
	DEFINITIONS
	Section 1.01	Certain Defined Terms	1
	Section 1.02	Other Terms	45
	Section 1.03	Computation of Time Periods	45
	Section 1.04	Interpretation	45
	Section 1.05	Deposits and Contributions by the Transferor	46
	 	 	 
	ARTICLE II
	 
	THE FACILITY
	Section 2.01	Advances	47
	Section 2.02	Procedure for Advances	47
	Section 2.03	Determination of Yield	48
	Section 2.04	Remittance Procedures	48
	Section 2.05	Instructions to the Collateral Agent and the Account Bank	52
	Section 2.06	Borrowing Base Deficiency Payments	53
	Section 2.07	Sale of Loan Assets; Affiliate Transactions	54
	Section 2.08	Payments and Computations, Etc.	56
	Section 2.09	Unused Fee	56
	Section 2.10	Increased Costs; Capital Adequacy	56
	Section 2.11	Taxes	57
	Section 2.12	Grant of a Security Interest; Collateral Assignment of Agreements	61
	Section 2.13	Evidence of Debt	62
	Section 2.14	Release of Loan Assets	62
	Section 2.15	Treatment of Amounts Received by the Borrower	62
	Section 2.16	Prepayment; Termination; Reduction; Increase of the Facility Amount; Early Amortization Election	63
	Section 2.17	Collections and Allocations	64
	Section 2.18	Reinvestment of Principal Collections	65
	 	 	 
	ARTICLE III
	 
	CONDITIONS PRECEDENT
	Section 3.01	Conditions Precedent to Effectiveness	66
	Section 3.02	Conditions Precedent to All Advances	67
	Section 3.03	Advances Do Not Constitute a Waiver	69
	Section 3.04	Conditions to Acquisition of Loan Assets	69
	 	 	 
	ARTICLE IV
	 
	REPRESENTATIONS AND WARRANTIES
	Section 4.01	Representations and Warranties of the Borrower	70
	Section 4.02	Representations and Warranties of the Portfolio Manager	76


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 4.03	Representations and Warranties of the Collateral Agent	79
	Section 4.04	Representations and Warranties of the Collateral Custodian	79
	Section 4.05	Representation of Lenders.	80
	 	 	 
	ARTICLE V
	 
	GENERAL COVENANTS
	Section 5.01	Affirmative Covenants of the Borrower	80
	Section 5.02	Negative Covenants of the Borrower	84
	Section 5.03	Affirmative Covenants of the Portfolio Manager	87
	Section 5.04	Reports to the Administrative Agent; Account Statements; Portfolio Manager Information	87
	Section 5.05	Affirmative Covenants of the Collateral Agent	89
	Section 5.06	Negative Covenants of the Collateral Agent	90
	Section 5.07	Affirmative Covenants of the Collateral Custodian	90
	Section 5.08	Negative Covenants of the Collateral Custodian	90
	 	 	 
	ARTICLE VI
	 
	EVENTS OF DEFAULT
	Section 6.01	Events of Default	91
	Section 6.02	Additional Remedies of the Administrative Agent	94
	 	 	 
	ARTICLE VII
	 
	INDEMNIFICATION
	Section 7.01	Indemnities by the Borrower	97
	Section 7.02	Waiver of Certain Claims	98
	Section 7.03	Legal Proceedings	98
	Section 7.04	After-Tax Basis	99
	 	 	 
	ARTICLE VIII
	 
	THE ADMINISTRATIVE AGENT
	Section 8.01	The Administrative Agent	99
	 	 	 
	ARTICLE IX
	 
	COLLATERAL AGENT
	Section 9.01	Designation of Collateral Agent	103
	Section 9.02	Duties of Collateral Agent	103
	Section 9.03	Merger or Consolidation	107
	Section 9.04	Collateral Agent Compensation	107
	Section 9.05	Collateral Agent Removal	108
	Section 9.06	Limitation on Liability	108
	Section 9.07	Collateral Agent Resignation	111


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	ARTICLE X
	 
	COLLATERAL CUSTODIAN
	Section 10.01	Designation of Collateral Custodian	112
	Section 10.02	Duties of Collateral Custodian	112
	Section 10.03	Merger or Consolidation	115
	Section 10.04	Collateral Custodian Compensation	115
	Section 10.05	Collateral Custodian Removal	115
	Section 10.06	Limitation on Liability	115
	Section 10.07	Collateral Custodian Resignation	117
	Section 10.08	Release of Documents	117
	Section 10.09	Return of Required Loan Documents	118
	Section 10.10	Access to Certain Documentation and Information Regarding the Collateral	119
	Section 10.11	Agent of the Collateral Agent	119
	 	 	 
	ARTICLE XI
	 
	MISCELLANEOUS
	Section 11.01	Amendments and Waivers	119
	Section 11.02	Notices, Etc.	120
	Section 11.03	No Waiver; Remedies	122
	Section 11.04	Binding Effect; Assignability; Multiple Lenders	122
	Section 11.05	Term of This Agreement	123
	Section 11.06	GOVERNING LAW; JURY WAIVER	123
	Section 11.07	Costs, Expenses and Taxes	125
	Section 11.08	Recourse Against Certain Parties	125
	Section 11.09	Execution in Counterparts; Severability; Integration	125
	Section 11.10	Waiver of Set Off	126
	Section 11.11	Headings and Exhibits	126
	Section 11.12	Ratable Payments	126
	Section 11.13	Failure of Borrower or Portfolio Manager to Perform Certain Obligations	126
	Section 11.14	Power of Attorney	126
	Section 11.15	Delivery of Termination Statements, Releases, etc.	127
	Section 11.16	Non-Petition	127
	Section 11.17	Limitation of Portfolio Manager Responsibility	128


 




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LIST OF SCHEDULES, EXHIBITS and Annexes 


 


	SCHEDULES
	 	 	 
	SCHEDULE I	-	Conditions Precedent Documents
	SCHEDULE II	-	Eligibility Criteria
	SCHEDULE III	-	Loan Asset Schedule
	SCHEDULE IV	 	Diversity Score
	SCHEDULE V	 	Industry Classification
	 	 	 
	ANNEXES
	 	 	 
	ANNEX A	-	Commitments
	 	 	 
	EXHIBITS
	 	 	 
	EXHIBIT A	-	Form of Approval Notice
	EXHIBIT B	-	Form of Borrowing Base Certificate
	EXHIBIT C	-	Form of Disbursement Request
	EXHIBIT D	-	Form of Notice of Borrowing
	EXHIBIT E	-	Form of Notice of Reduction (Reduction of Advances Outstanding)
	EXHIBIT F	-	Form of Notice of Termination/Permanent Reduction
	EXHIBIT G	-	Form of Release of Required Loan Documents
	Exhibit H	-	Form of Collateral Agent Report
	EXHIBIT I	-	Form of Collateral Custodian Certification
	EXHIBIT J	-	Form of Assignment and Acceptance
	EXHIBIT K	-	Forms of U.S. Tax Compliance Certificates


 




    -iv-


     


    

 


This LOAN AND SERVICING
AGREEMENT is made as of December 19, 2017, among:


 


(1)         33rd
Street Funding, LLC, a Delaware limited liability company, as the Borrower (as defined below);


 


(2)         CION
Investment Management, LLC, a Delaware limited liability company, as the Portfolio Manager (as defined below).


 


(3)         EACH
OF THE LENDERS FROM TIME TO TIME PARTY HERETO, as a Lender;


 


(4)         MORGAN
STANLEY ASSET FUNDING INC., as the Administrative Agent (as defined below); and


 


(5)         U.S.
Bank National Association, as the Collateral Agent (as defined below), the Account Bank (as defined below) and the Collateral
Custodian (as defined below).


 


RECITALS


 


WHEREAS, the Borrower
has requested that the Lenders make available to the Borrower a revolving loan facility in the maximum principal amount of up to
the Facility Amount (as defined below), the proceeds of which shall be used by the Borrower to fund the purchase of certain Eligible
Loan Assets (as defined below);


 


WHEREAS, the Borrower
is willing to grant to the Collateral Agent, for the benefit of the Secured Parties (as defined below), a lien on and security
interest in the Collateral (as defined below) to secure the payment in full of the Obligations (as defined below); and


 


WHEREAS, the Lenders
are willing to extend financing to the Borrower on the terms and conditions set forth herein; and


 


WHEREAS, the Borrower
has engaged the Portfolio Manager (as defined below) to perform certain servicing functions related to the Collateral on the terms
and conditions set forth in the Portfolio Management Agreement (as defined below).


 


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


 


ARTICLE
I


 


DEFINITIONS


 


Section 1.01         Certain
Defined Terms.


 


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


 




     


     


    

 


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


 


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


 


"Account
Bank" means U.S. Bank National Association, in its capacity as the "Securities Intermediary" pursuant
to the Collection and Unfunded Exposure Account Agreement.


 


"Action"
has the meaning assigned to that term in Section 7.03.


 


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


 


"Adjusted
Borrowing Value" means, on any date of determination, for any Eligible Loan Asset, an amount equal to the lower
of (a) the Outstanding Balance of such Eligible Loan Asset on such date and (b) the Assigned Value of such Eligible Loan Asset
on such date, multiplied by the Outstanding Balance of such Eligible Loan Asset on such date. Notwithstanding the foregoing,
the Adjusted Borrowing Value of any Loan Asset on a date on which such Loan Asset is not an Eligible Loan Asset shall be zero.


 


"Administrative
Agent" means Morgan Stanley Asset Funding Inc., in its capacity as administrative agent for the Lenders, together
with its successors and assigns, including any successor appointed pursuant to Article
VIII.


 


"Administrative
Expense Cap" means, for any Payment Date, a per annum amount equal to $150,000.


 


"Administrative
Expenses" means the following fees and expenses due or accrued with respect to any Payment Date, payable, first,
on a pro rata basis to: (a) the Collateral Agent, for payment of accrued Collateral Agent Fees and Collateral Agent Expenses,
(b) the Collateral Custodian, for payment of accrued Collateral Custodian Fees and Collateral Custodian Expenses and (c) the Account
Bank, for any fees or other amounts owing to it under the Transaction Documents, and, second, to the Portfolio Manager,
for payment of any accrued and unpaid fees and out-of-pocket expenses (including indemnities) payable to the Portfolio Manager
under the Transaction Documents.


 


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


 


"Advance
Date" means, with respect to any Advance, the date on which funds are made available to the Borrower in accordance
with Section 2.02.


 


 


"Advance
Rate" means, with respect to an Eligible Loan Asset, as determined on the applicable Cut-Off Date of such Eligible
Loan Asset, the percentage determined by the Administrative Agent pursuant to the Advance Rate Matrix based on the applicable loan
type of such Eligible Loan Asset; provided, however, that with respect to an Eligible Loan Asset, (i) the Borrower
in its sole discretion may agree to an Advance Rate that is lower than as set forth in the Advance Rate Matrix for such loan type
and (ii) the Administrative Agent in its sole discretion may agree to an Advance Rate that is higher than as set forth in the Advance
Rate Matrix for such loan type. For the avoidance of doubt, to the extent the Borrower agrees to a lower Advance Rate for an Eligible
Loan Asset, such Eligible Loan Asset shall not be included in determining whether the Borrower's option of an Early Amortization
Election has been triggered.


 




    2


     


    

 


"Advance
Rate Matrix" means:


 


	Loan Type	 	Advance Rate
	First Lien Loans	 	75%
	Second Lien Loans	 	50%
	Unitranche Loans	 	60%
	FLLO Loans	 	50%


 


"Advances
Outstanding" means, on any date of determination, the sum of the aggregate principal amount of all Advances outstanding
on such date, after giving effect to all repayments of Advances and the making of new Advances on such date; provided that
the principal amounts of Advances Outstanding shall not be reduced by any Available Collections or other amounts if at any time
such Available Collections or other amounts are rescinded or must be returned for any reason.


 


 


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


 


"Affected
Party" means the Administrative Agent, any Lender or any Affiliate, participant, successor or assign thereof.


 


"Affiliate"
means, when used with respect to a Person, any other Person that directly, or indirectly through one or more intermediaries, controls,
is controlled by or is under common control with such Person. For the purposes of this definition, "control," when used
with respect to any specified Person, means the power to vote more than 50% of the voting securities of such Person or to direct
the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.


 


"Aggregate
Adjusted Borrowing Value" means, as of any date of determination, (a) an amount equal to (1) the sum of the Adjusted Borrowing
Values of (x) all Eligible Loan Assets included as part of the Collateral and (y) any Eligible Loan Assets for which the Borrower
has entered into a commitment to purchase that has not yet settled; but only for a period of fifteen (15) Business Days after the
trade date therefor, in each case, on such date, minus (2) the sum of the Adjusted Borrowing Values of (x) all Eligible Loan Assets
removed from the Collateral and (y) any Eligible Loan Assets for which the Borrower has entered into a commitment to sell that
has not yet settled, in each case, on such date minus (b) the Excess Concentration Amount.


 




    3


     


    

 


"Aggregate
Unfunded Exposure Amount" means, as of any date of determination, the sum of the Unfunded Exposure Amounts of all Delayed
Draw Loan Assets and Revolving Loan Assets included in the Collateral as of such date.


 


"Agreement"
means this Loan and Servicing Agreement, as the same may be amended, modified, supplemented, restated or replaced from time to
time in accordance with the terms hereof.


 


"Amortization
Period" means the period commencing on the Commitment Termination Date and ending on the Collection Date.


 


“Anti-Money
Laundering Laws” has the meaning assigned to that term in Section 4.01(y)(iii).


 


"Apollo Participation
Interest" means a Participation Interest for which the underlying instrument to the underlying loan prohibits the assignment
of the underlying loan to the Borrower as an affiliate of Apollo Investment Management LP.


 


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


 


"Applicable
Margin" means (a) during the Revolving Period, 3.00% per annum, and, (b) during the Amortization Period,
3.50% per annum; provided that, at any time during the existence of an Event of Default or after the automatic occurrence
or declaration of the Facility Maturity Date, the Applicable Margin shall be increased by an additional 2.00% per annum.


 


"Approval
Notice" means, with respect to any Eligible Loan Asset, the written notice, in substantially the form attached
hereto as Exhibit A, evidencing (i) the approval by the
Administrative Agent, in its sole and absolute discretion, of the acquisition or origination, as applicable, of such Eligible Loan
Asset by the Borrower, and (ii) the determination of the Advance Rate in respect of such Eligible Loan Asset, by the Administrative
Agent, in accordance with the definition thereof.


 


"Approved Broker/Dealer"
means any of Bank of America/Merrill Lynch; Barclays Bank plc; Citibank, N.A.; Credit Suisse; Deutsche Bank AG; Goldman Sachs &
Co.; JPMorgan Chase Bank, N.A.; Morgan Stanley & Co. LLC; Royal Bank of Canada; UBS AG; and Wells Fargo Bank, National Association.


 




    4


     


    

 


"Approved Valuation
Firm" means each of (a) Lincoln Partners Advisors LLC, (b) Valuation Research Corporation, (c) Houlihan Lokey and (d)
any other nationally recognized accounting firm or valuation firm, in each case, approved by the Borrower and the Administrative
Agent from time to time in writing; provided that, Lincoln Partners Advisors LLC is hereby appointed as the initial Approved
Valuation Firm; provided, further, that, after the Closing Date, the Administrative Agent may, in its sole discretion,
remove Lincoln Partners Advisors LLC and designate a new Approved Valuation Firm from among the current list of agreed upon Approved
Valuation Firms; provided, further, that, if no Event of Default has occurred and is continuing and no Value Adjustment
Event has occurred and is continuing, the Borrower may designate a new Approved Valuation Firm from among the previously agreed
upon Approved Valuation Firms with the consent of the Administrative Agent in its sole discretion.


 


"Assigned
Documents" means the Contribution Agreement (and any UCC financing statements filed under or in connection therewith),
the Underlying Instruments related to each Loan Asset, all other agreements, documents and instruments evidencing, securing or
guarantying any Loan Asset and all other agreements, documents and instruments related to any of the foregoing but excluding any
Excluded Amounts or Retained Interest.


 


"Assigned
Value" means, with respect to each Eligible Loan Asset, as of any date of determination and expressed as a percentage
of the Outstanding Balance of such Eligible Loan Asset, the lowest of (a) the Purchase Price of such Eligible Loan Asset,
(b) the value assigned by the Approved Valuation Firm as of the Cut-Off Date for such Eligible Loan Asset, (c) the value assigned
by the Administrative Agent and disclosed to the Borrower in writing to reflect observed trading levels for such Eligible Loan
Asset or (d) the value assigned by the Portfolio Manager for any other purpose or assigned by any valuation firm that may be engaged
by the Portfolio Manager or the Borrower for purposes of valuing the assets of the Borrower (it being understood that any advance
rate or other valuation assigned to such asset by a financing party in respect thereof shall not be a value assigned by the Portfolio
Manager), in each case, subject to the following terms:


 


(i)          The
Assigned Value of any Loan Asset that no longer satisfies the Eligibility Criteria shall be zero; provided that, (x) any
Loan Asset that does not satisfy the Eligibility Criteria but is treated as an Eligible Loan Asset in accordance with the first
proviso set forth in the lead-in paragraph to Schedule II will be deemed to satisfy the Eligibility Criteria and (y) any
Loan Asset receiving an Assigned Value of zero pursuant to this clause (i) shall have such Assigned Value only for so long as such
Loan Asset fails to satisfy the Eligibility Criteria as determined by the Administrative Agent;


 


(ii)         Notwithstanding
anything to the contrary herein, if a Value Adjustment Event of the type described in clause (b), clause (c), clause
(d), clause (f) (solely with respect to a Material Modification described in clause (a), clause (c), clause
(d) or clause (e) of the definition thereof) and clause (i) of the definition thereof with respect to such Loan
Asset occurs, the Assigned Value of such Loan Asset will, automatically and without further action by the Administrative Agent,
be zero; and


 




    5


     


    

 


(iii)        Upon
the occurrence of any Value Adjustment Event in respect of any Eligible Loan Asset, (a) the Administrative Agent may require a
valuation of such Eligible Loan Asset by the Approved Valuation Firm in its sole discretion at any time following such occurrence
(and from time to time during the continuance of any Value Adjustment Event until the event giving rise to such Value Adjustment
Event no longer exists or, in the case of a Value Adjustment Event described in clause (a) of the definition of Value Adjustment
Event, until such ratio or EBITDA is at least equal to the level of such ratio or EBITDA as of the Cut-Off Date) and the current
Assigned Value thereof shall be amended automatically without any further action by the Administrative Agent to reflect the value
assigned by the Approved Valuation Firm (provided, that pending the receipt of such valuation, the then current Assigned
Value thereof may be amended by the Administrative Agent in its sole discretion) or (b) in the case of a Value Adjustment Event
described in clause (j) of the definition of the Value Adjustment Event, the then current Assigned Value thereof shall be amended
automatically without any further action by the Administrative Agent to reflect the value assigned by the Approved Valuation Firm
providing the Regularly Scheduled Valuation of such Eligible Loan Asset;


 


provided, however, so long
as no Value Adjustment Event has occurred and is continuing or Event of Default has occurred and is continuing, the Portfolio Manager
shall have the right to initiate a dispute of the Assigned Value of certain Eligible Loan Asset for which such Assigned Value has
been assigned by the Administrative Agent, subject to the following:


 


(x)          If
the Portfolio Manager disputes the determination of an Assigned Value with respect to any Eligible Loan Asset, the Portfolio Manager
may, with respect to up to two (2) such Eligible Loan Assets in each calendar quarter, at the expense of the Borrower, obtain a
new value (expressed as a percentage of the principal balance of such Eligible Loan Asset) assigned by an Approved Valuation Firm
to such Eligible Loan Asset and submit such new valuation to the Administrative Agent; and


 


(y)          Subject
to the occurrence of a Value Adjustment Event, the new valuation of any Eligible Loan Asset determined in accordance with clause
(x) above) shall be the Assigned Value for the applicable Eligible Loan Asset from and after (but not earlier than) the Business
Day following receipt of notice of such valuation by the Administrative Agent until the Administrative Agent has made a determination
that the Assigned Value of such Eligible Loan Asset has changed, in which case the Administrative Agent may determine another Assigned
Value (in accordance with this definition of Assigned Value); and


 


provided, further, that the
Borrower may request that the Assigned Value be re-evaluated by the Administrative Agent for any Eligible Loan Asset whose Assigned
Value was decreased due to the occurrence of a Value Adjustment Event described in clause (a) of the definition thereof once the
Cash Interest Coverage Ratio, Total Leverage Ratio or EBITDA, as applicable, that gave rise to the decrease in the Assigned Value
has improved to a level that would not trigger a Value Adjustment Event; provided that such Assigned Value may not increase
above 100% of the Purchase Price of such Loan Asset.


 


The Administrative
Agent shall notify the Portfolio Manager in writing on the date of any change effected by the Administrative Agent of the Assigned
Value of any Loan Asset.


 




    6


     


    

 


"Assignment
Agreement" has the meaning assigned to that term in the Contribution Agreement.


 


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


 


"Availability"
means, as of any date of determination, an amount equal to the excess, if any, of (a) the Borrowing Base over (b) the Advances
Outstanding on such day; provided that at all times on and after the earlier to occur of the Commitment Termination Date
or the Facility Maturity Date, the Availability shall be zero.


 


"Available
Collections" means the sum of all Interest Collections and all Principal Collections received with respect to the
Collateral; provided that, for the avoidance of doubt, "Available Collections" shall not include amounts on deposit
in the Unfunded Exposure Account that do not represent proceeds of Permitted Investments.


 


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


 


"Bankruptcy
Event" means an event that shall be deemed to have occurred with respect to a Person if either:


 


(i)          a
case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation,
reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment
of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of
its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization,
winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect,
for a period of thirty (30) consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary
case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or


 


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


 


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


 


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


 




    7


     


    

 


"BDC Asset
Coverage" means the "asset coverage" ratio for the Transferor, as determined in accordance with Section 18 of
the 1940 Act.


 


"Benefit Plan"
means any of (a) an "employee benefit plan" (as defined in ERISA) that is subject to Title I of ERISA, (b) a "plan"
as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise
for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such "employee benefit plan" or "plan".


 


"Borrower"
means 33rd Street Funding, LLC, a Delaware limited liability company, together with its permitted successors and assigns in such
capacity.


 


"Borrower Certificate
of Formation" means the Certificate of Formation of the Borrower, dated September 25, 2017, as amended, modified, supplemented,
restated or replaced from time to time.


 


"Borrower Consent"
means the action by written consent of the sole member and the managers of the Borrower, dated December 18, 2017, in each case,
as amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof.


 


"Borrower LLC
Agreement" means the limited liability company agreement of the Borrower, dated December 18, 2017, as amended, modified,
supplemented, restated or replaced from time to time in accordance with the terms thereof.


 


"Borrowing
Base" means, as of any date of determination, an amount equal to the lowest of:


 


(i)          (a)
the sum of the products of (x) the lower of (1) the Weighted Average Advance Rate for all Eligible Loan Assets as of such date
and (2) the Maximum Portfolio Advance Rate as of such date, multiplied by (y) the Aggregate Adjusted Borrowing Value as
of such date, plus (b) the amount on deposit in the Principal Collection Subaccount as of such date, plus (c) amounts
on deposit in the Unfunded Exposure Account (such amount not to exceed the Unfunded Exposure Equity Amount) as of such date, minus
(d) the Unfunded Exposure Equity Amount as of such date;


 


(ii)         (a)
the Aggregate Adjusted Borrowing Value as of such date, minus (b) the Minimum Equity Amount, plus (c) the amount
on deposit in the Principal Collection Subaccount as of such date, plus (d) the amount on deposit in the Unfunded Exposure
Account (such amount not to exceed the Unfunded Exposure Equity Amount) as of such date, minus (e) the Unfunded Exposure
Equity Amount as of such date; or


 


(iii)        (a)
the Facility Amount, minus (b) the Aggregate Unfunded Exposure Amount as of such date, plus (c) the amount on deposit
in the Unfunded Exposure Account (such amount not to exceed the Aggregate Unfunded Exposure Amount) as of such date.


 


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


 




    8


     


    

 


"Borrowing
Base Deficiency" means, as of any date of determination, an amount equal to the positive difference, if any, of
(a) the Advances Outstanding on such date over (b) the lesser of (i) the Facility Amount and (ii) the Borrowing Base.


 


"Bridge Loan"
means any loan that (a) is unsecured and incurred in connection with a merger, acquisition, consolidation or sale of all or substantially
all of the assets of a person or similar transaction and (b) by its terms, is required to be repaid within one (1) year of the
incurrence thereof with proceeds from additional borrowings or other refinancings.


 


"Business
Day" means a day of the year other than (a) Saturday or a Sunday or (b) any other day on which commercial banks
in New York, New York or with respect to any act required to be taken by the Collateral Agent or the Collateral Custodian, in the
city in which the offices of the Collateral Agent or the Collateral Custodian are located (which cities initially are Boston, Massachusetts
and Florence, South Carolina) are authorized or required by Applicable Law, regulation or executive order to close or on which
banks are not open for dealings in deposits in the relevant currency in the London interbank market.


 


"Capital
Lease Obligations" means, with respect to any entity, the obligations of such entity to pay rent or other amounts
under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on a balance sheet of such entity under GAAP, and
the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.


 


"Cash Interest
Coverage Ratio" means, with respect to any Loan Asset for any period, the meaning of “Interest Coverage Ratio”
or any comparable definition in the Underlying Instruments for such Loan Asset (as determined by the Portfolio Manager in accordance
with the Standard of Care), and in the case that “Interest Coverage Ratio” or such comparable definition is not defined
in such Underlying Instruments, the ratio of (a) EBITDA for the applicable test period, to (b) cash interest payable by the relevant
Obligor for the applicable test period, as calculated by the Portfolio Manager in accordance with the Standard of Care 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 Underlying Instruments.


 


"Change in
Law" means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect
of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline
or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations,
guidelines or directives promulgated thereunder or issued in connection therewith and (y) all law, requests, rules, regulations,
guidelines 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," regardless of the date enacted, adopted or issued.


 




    9


     


    

 


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


 


"Closing
Date" means December 19, 2017.


 


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


 


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


 


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


 


(ii)         the
Related Asset with respect to the Loan Assets referred to in clause (i) above;


 


(iii)        the
Controlled Accounts and all Permitted Investments purchased with funds on deposit in the Controlled Accounts;


 


(iv)        the
Assigned Documents;


 


(v)         the
Contribution Agreement; and


 


(vi)        all
income and Proceeds of the foregoing.


 


For the avoidance of
doubt, the term "Collateral" shall, for all purposes of this Agreement, be deemed to include any Loan Asset acquired
directly by the Borrower from a third party or from the Transferor.


 


"Collateral
Agent" means U.S. Bank National Association, not in its individual capacity, but solely as collateral agent pursuant
to the terms of this Agreement, together with its successor and assigns in such capacity.


 




    10


     


    

 


"Collateral
Agent and Collateral Custodian Fee Letter" means the Collateral Agent and Collateral Custodian Fee Letter, dated as of
December 19, 2017, between the Collateral Agent, the Collateral Custodian, the Account Bank, the Borrower and the Administrative
Agent, as such letter may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms
thereof.


 


"Collateral
Agent Expenses" means the expenses set forth in the Collateral Agent and Collateral Custodian Fee Letter and any other
accrued and unpaid expenses (including attorneys' fees, costs and expenses and the fees, costs and expenses of agents) and indemnity
amounts payable by the Borrower to the Collateral Agent and the Account Bank under the Transaction Documents.


 


"Collateral
Agent Fees" means the fees due to the Collateral Agent pursuant to the Collateral Agent and Collateral Custodian Fee Letter.


 


"Collateral
Agent Termination Notice" has the meaning assigned to that term in Section
9.05.


 


"Collateral
Custodian" means U.S. Bank National Association, not in its individual capacity, but solely as collateral custodian
pursuant to the terms of this Agreement, together with its successors and assigns in such capacity.


 


"Collateral
Custodian Certification" has the meaning assigned to that term in Section
10.02(b)(i).


 


"Collateral
Custodian Expenses" means the expenses set forth in the Collateral Agent and Collateral Custodian Fee Letter and any other
accrued and unpaid expenses (including attorneys' fees, costs and expenses) and indemnity amounts payable by the Borrower to the
Collateral Custodian under the Transaction Documents.


 


"Collateral
Custodian Fees" means the fees due to the Collateral Custodian pursuant to the Collateral Agent and Collateral Custodian
Fee Letter.


 


"Collateral
Custodian Termination Notice" has the meaning assigned to that term in Section
10.05.


 


"Collateral
Database" has the meaning assigned to that term in Section
9.02(b)(iv).


 


"Collateral
Quality Tests" means (a) the Weighted Average Spread Test, (b) the Weighted Average Coupon Test, (c) the Weighted Average
Life Test and (d) the Diversity Test.


 


"Collection
Account" means a trust account (account number [*] at the Account Bank) entitled "Collection Account,"
in the name of the Borrower subject to the lien and control of the Collateral Agent for the benefit of the Secured Parties, and
each subaccount that may be established from time to time, including the Interest Collection Subaccount and the Principal Collection
Subaccount; provided that the funds deposited therein (including any interest and earnings thereon) from time to time shall
constitute the property and assets of the Borrower, and the Borrower shall be solely liable for any Taxes payable with respect
to the Collection Account.


 




    11


     


    

 


"Collection
and Unfunded Exposure Account Agreement" means that certain Collection and Unfunded Exposure Account Agreement,
dated as of the Closing Date, among the Borrower, the Account Bank and the Collateral Agent, which agreement relates to the Controlled
Accounts, as such agreement may be amended, modified, supplemented, restated or replaced from time to time in accordance with the
terms thereof.


 


"Collection
Date" means the date on which the aggregate outstanding principal amount of the Advances Outstanding have been
repaid in full and all Yield and Fees and all other Obligations due and payable have been paid in full, and the Borrower shall
have no further right to request any additional Advances.


 


"Commitment"
means with respect to each Lender, (i) during the Revolving Period, the amount set forth opposite such Lender's name
on Annex A hereto (as such amount may be revised from time to time) or the amount set forth as such Lender's "Commitment"
on the Assignment and Acceptance relating to such Lender, as applicable, and (ii) during the Amortization Period, such Lender's
Pro Rata Share of the aggregate Advances Outstanding, in each case, as such amount may be increased or reduced pursuant to Section
2.16.


 


"Commitment
Termination Date" means the earliest to occur of (a) December 19, 2020, (b) the occurrence of an Event of Default and
the declaration or deemed occurrence of the Facility Maturity Date pursuant to Section 7.01, (c) the Business Day designated
by the Borrower to the Lender pursuant to Section 2.16(b) to terminate this Agreement, (d) a Payment Default Trigger and
(e) an Early Amortization Election.


 


"Concentration
Denominator" means (a) during the Ramp-Up Period only, the Target Portfolio Amount, and (b) thereafter until the end of
the Revolving Period, the sum of the Outstanding Balances of all Eligible Loan Assets included as part of the Collateral as of
the end of the Ramp-Up Period.


 


"Concentration
Limitations" means, for the purposes of determining the Excess Concentration Amount during the Revolving Period:


 


(a)          not
less than 50.0% of the Concentration Denominator may consist of Eligible Loan Assets that are First Lien Loans;


 


(b)          not
more than 3.0% of the Concentration Denominator may consist of Eligible Loan Assets that are issued by a single Obligor and its
Affiliates, except that:


 


(i)          Eligible
Loan Assets issued by the three (3) largest Obligors and their Affiliates may constitute up to 7.5% of the Concentration Denominator
(provided that at least two (2) such Eligible Loan Assets are First Lien Loans); and


 


(ii)         Eligible
Loan Assets issued by the next five (5) largest Obligors and their respective Affiliates may constitute up to 5.0% of the Concentration
Denominator (provided that at least two (2) of such Eligible Loan Assets are First Lien Loans);


 




    12


     


    

 


(c)          not
more than 12.0% of the Concentration Denominator may consist of Eligible Loan Assets that are issued by Obligors that belong to
any single Industry Classification, except that:


 


(i)          Eligible
Loan Assets issued by Obligors that belong to the largest Industry Classification may constitute up to 20.0% of the Concentration
Denominator; and


 


(ii)         Eligible
Loan Assets issued by Obligors that belong to each of the next two (2) largest Industry Classifications may constitute up to 15.0%
of the Concentration Denominator;


 


(d)          not
more than 10.0% of the Concentration Denominator may consist of Eligible Loan Assets that are Delayed Draw Loan Assets and Revolving
Loan Assets (in the aggregate);


 


(e)          not
more than 25.0% of the Concentration Denominator may consist of Eligible Loan Assets that are Second Lien Loans;


 


(f)      
    not more than 10.0% of the Concentration Denominator may consist of Eligible Loan Assets that are
fixed rate Loan Assets;


 


(g)          not
more than 30.0% of the Concentration Denominator may consist of Eligible Loan Assets that are Cov-Lite Loan Assets;


 


(h)          not
more than 35.0% of the Concentration Denominator may consist of Eligible Loan Assets with a Total Leverage Ratio of greater than
6.50:1.00 as of the date of determination;


 


(i)          not
more than 5.0% of the Concentration Denominator may consist of Eligible Loan Assets that are PIK Loan Assets;


 


(j)          not
more than 20.0% of the Concentration Denominator may consist of Eligible Loan Assets that are issued by an Obligor that has an
EBITDA of less than $15,000,000; and


 


(k)         not
more than 10.0% of the Concentration Denominator may consist of Eligible Loan Assets that are Apollo Participation Interests and
not more than 0% of the Concentration Denominator may consist of Eligible Loan Assets that are Participation Interests (other than
Apollo Participation Interests) that have not elevated to a full assignment within thirty (30) days after the acquisition of such
Participation Interest by the Borrower.


 


"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, modified, supplemented, restated
or replaced from time to time in accordance with the terms thereof. For the avoidance of doubt, the "Constituent Documents"
of the Borrower include, the Borrower Consent, the Borrower Certificate of Formation and the Borrower LLC Agreement.


 




    13


     


    

 


"Contribution
Agreement" means that certain Sale and Contribution Agreement, dated as of the Closing Date, between the Transferor, as
the transferor, and the Borrower, as the transferee, as amended, modified, supplemented, restated or replaced from time to time
in accordance with the terms thereof.


 


"Controlled
Accounts" means the Collection Account and the Unfunded Exposure Account.


 


"Cov-Lite Loan
Asset" means a Loan Asset that is not subject to any Maintenance Covenants; provided that a Loan Asset shall not
constitute a Cov-Lite Loan Asset if (i) the Underlying Instruments contain a cross-default provision to, or such Loan Asset is
pari passu with another loan of the Obligor forming part of the same loan facility that requires the Obligor to comply with
one or more Maintenance Covenants or (ii) EBITDA of such Obligor is greater than $50,000,000.


 


"Credit Risk
Loan" means a Loan Asset that is not a Defaulted Loan but which has, in the Portfolio Manager's reasonable judgment (exercised
in accordance with the Standard of Care), a significant risk of declining in credit quality and, with lapse of time, becoming a
Defaulted Loan.


 


"Cut-Off
Date" means, with respect to each Loan Asset, the date on which the Borrower enters into a binding agreement to
acquire such Loan Asset.


 


"Defaulted
Loan" means any Loan Asset as to which any one of the following events has occurred:


 


(a)          (i)
an Obligor payment default occurs under such Loan Asset that continues and has not been cured after giving effect to any grace
period applicable thereto, or (ii) a default has occurred under the Underlying Instruments and any applicable grace period has
expired and the holders of such Loan Asset have accelerated the repayment of the Loan Asset (but only until such acceleration has
been rescinded) in the manner provided in the Underlying Instruments, but in no event more than five (5) Business Days, after the
applicable due date under the related Underlying Instruments;


 


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


 


(c)          any
payment default occurs under any other senior or pari passu obligation for borrowed money of the related Obligor that continues
and has not been cured after giving effect to any grace period applicable thereto, but in no event more than five (5) Business
Days, after the applicable due date under the related agreement (including in respect of the acceleration of the debt under the
applicable agreement);


 


(d)          such
Loan Asset has (x) a rating by S&P of "CC" or below or "SD" or (y) a Moody's probability of default rating
(as published by Moody's) of "D" or "LD" or, in each case, had such ratings before they were withdrawn by S&P
or Moody's, as applicable;


 




    14


     


    

 


(e)          a
Responsible Officer of the Portfolio Manager or the Borrower has actual knowledge that such Loan Asset is pari passu or
junior in right of payment as to the payment of principal and/or interest to another debt obligation of the same Obligor which
has (i) a rating by S&P of "CC" or below or "SD" or (ii) a Moody's probability of default rating (as published
by Moody's) of "D" or "LD," and in each case such other debt obligation remains outstanding (provided that
both the Loan Asset and such other debt obligation are full recourse obligations of the applicable Obligor);


 


(f)     
     a Responsible Officer of the Portfolio Manager or the Borrower has received written notice or
has actual knowledge that a default has occurred under the Underlying Instruments, any applicable grace period has expired
(but only until such default is cured or waived) in the manner provided in the Underlying Instruments;


 


(g)          the
Portfolio Manager determines that all or a material portion of such Loan Asset is uncollectible or otherwise places it on non-accrual
status in accordance with the policies and procedures of the Portfolio Manager and the Standard of Care; or


 


(h)          a
Value Adjustment Event of the type described in clause (f)
(solely with respect to a Material Modification described in clause
(a), clause (c), clause (d) or clause (e) of the definition thereof).


 


"Delayed
Draw Loan Asset" means a Loan Asset that is fully committed on the initial funding date of such Loan Asset and
is required to be fully funded in one or more installments on draw dates but which, once all such installments have been made,
does not permit the re-borrowing of any amounts previously repaid by the Obligor.


 


"Determination
Date" means, with respect to each Payment Date, the fifth (5th) Business Day preceding such Payment
Date.


 


"DIP Loan"
means any Loan Asset (a) with respect to which the related Obligor is a debtor-in-possession as defined under the Bankruptcy Code,
(b) which has the priority allowed pursuant to Section 364 of the Bankruptcy Code and (c) the terms of which have been approved
by a court of competent jurisdiction.


 


"Disbursement
Request" means a disbursement request from the Borrower to the Administrative Agent and the Collateral Agent in
the form attached hereto as Exhibit C in connection with
a disbursement request from the Unfunded Exposure Account in accordance with Section 2.04(d)
or a disbursement request from the Principal Collection Subaccount in accordance with Section
2.18, as applicable.


 


"Discretionary
Sale" has the meaning assigned to that term in Section 2.07(a).


 


"Disqualified
Institution" means any financial institution, fund or Person that, in each case is primarily engaged in the business of
originating middle market loans.


 


"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 IV hereto, as such Schedule IV may be updated at the option of
the Administrative Agent in its sole discretion.


 




    15


     


    

 


"Diversity
Test" means a test that will be satisfied on any date of determination after the Ramp-Up Period if the Diversity Score
is greater than or equal to 12.5.


 


"Dollars"
means, and the conventional "$" signifies, the lawful currency of the United States of America.


 


"Early Amortization
Election" has the meaning assigned to such term in Section 2.16(d).


 


"EBITDA"
means, with respect to any period and any Loan Asset, the meaning of "EBITDA," "Adjusted EBITDA" or any comparable
definition in the Underlying Instruments for such Loan Asset (together with all add-backs and exclusions as designated in such
Underlying Instruments), and in any case that "EBITDA," "Adjusted EBITDA" or such comparable definition is
not defined in such Underlying Instruments, an amount, for the principal Obligor on such Loan Asset and any of its parents or Subsidiaries
that are obligated pursuant to the Underlying Instruments for such Loan Asset (determined on a consolidated basis without duplication
in accordance with GAAP) equal to net income from continuing operations for such period plus (a) cash interest expense,
(b) income taxes, (c) depreciation and amortization for such period (to the extent deducted in determining earnings from continuing
operations for such period), (d) amortization of intangibles (including, but not limited to, goodwill, financing fees and other
capitalized costs), to the extent not otherwise included in clause (c) above, other non-cash charges and organization costs,
(e) extraordinary losses in accordance with GAAP, and (f) any other item the Borrower and the Administrative Agent mutually deem
to be appropriate.


 


"Effective
Spread" means, with respect to any floating rate Eligible Loan Asset as of any date of determination, the current per
annum rate at which it pays interest minus LIBOR applicable during the Remittance Period in which such date of determination
occurs; provided, that (a) with respect to any unfunded commitment of any Delayed Draw Loan Asset or any Revolving Loan
Asset, the Effective Spread means the commitment fee payable with respect to such unfunded commitment and (b) with respect to the
funded portion of any commitment under any Delayed Draw Loan Asset or any Revolving Loan Asset, the Effective Spread means the
current per annum rate at which it pays interest minus LIBOR applicable during the Remittance Period in which such
date of determination occurs.


 


"Eligibility
Criteria" means the criteria set forth in Schedule II hereto.


 


"Eligible
Loan Asset" means, as of any date of determination, a Loan Asset in respect of which each of the criteria set forth
in Schedule II hereto is satisfied as of such date.


 


"Environmental
Laws" means any and all laws, rules, orders, regulations, statutes, ordinances, guidelines, codes, decrees, or
other legally binding requirements (including, without limitation, principles of common law) of any Governmental Authority, regulating,
relating to or imposing liability or standards of conduct concerning pollution, the preservation or protection of the environment,
natural resources or human health (including employee health and safety), or the generation, manufacture, use, labeling, treatment,
storage, handling, transportation or release of, or exposure to, Materials of Environmental Concern, as has been, is now, or may
at any time hereafter be, in effect.


 




    16


     


    

 


"Equity Interests"
means, with respect to any Person, its equity ownership interests, its common stock and any other capital stock or other equity
ownership units of such Person authorized from time to time, and any other shares, options, interests, participations or other
equivalents (however designated) of or in such Person, whether voting or nonvoting, including common stock, options, warrants,
preferred stock, phantom stock, membership units (common or preferred), stock appreciation rights, membership unit appreciation
rights, convertible notes or debentures, stock purchase rights, membership unit purchase rights and all securities convertible,
exercisable or exchangeable, in whole or in part, into any one or more of the foregoing.


 


"Equity
Security" means (a) any equity security or any other security that is not eligible for purchase by the Borrower
as an Eligible Loan Asset, (b) any security purchased as part of a "unit" with an Eligible Loan Asset and that itself
is not eligible for purchase by the Borrower as an Eligible Loan Asset, and (c) any obligation that, at the time of commitment
to acquire such obligation, was eligible for purchase by the Borrower as an Eligible Loan Asset but that, as of any subsequent
date of determination, no longer is eligible for purchase by the Borrower as an Eligible Loan Asset, for so long as such obligation
fails to satisfy such requirements.


 


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


 


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


 


"Event
of Default" has the meaning assigned to that term in Section
6.01.


 


"Exception
Report" has the meaning assigned to that term in Section
10.02(b)(i).


 


"Excess Concentration
Amount" means, as of any date of determination during the Revolving Period, with respect to all Eligible Loan Assets included
in the Collateral, the amount by which the sum of the Outstanding Balance of such Eligible Loan Assets exceeds any applicable Concentration
Limitations, to be calculated without duplication, after giving effect to any sales, purchases or substitutions of Loan Assets
as of such date; provided that with respect to any Loan Asset or portion thereof, if more than one Concentration Limitation
would be exceeded, the Concentration Limitation that would result in the highest Excess Concentration Amount shall be used to determine
the Excess Concentration Amount.


 


"Excess Interest
Proceeds" means, at any time of determination, the excess of (1) amounts then on deposit in the Collection Account representing
Interest Proceeds over (2) the sum of the projected amount required to be paid pursuant to clauses (i) through (x)
of Section 2.04(a) on the next Payment Date, as determined by the Borrower in good faith and in a commercially reasonable
manner and verified by the Administrative Agent (which verification by the Administrative Agent shall be deemed to be given upon
the written confirmation (or deemed confirmation) of the Administrative Agent to a Permitted Distribution or Permitted Tax Distribution,
as applicable).


 




    17


     


    

 


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


 


"Excluded
Amounts" means (a) any amount received in the Collection Account with respect to any Loan Asset included as part
of the Collateral, which amount is attributable to the payment of any Tax, fee or other charge imposed by any Governmental Authority
on such Loan Asset or on any Related Collateral and (b) any amount received in the Collection Account or other Controlled Account
representing (i) a reimbursement of insurance premiums, (ii) any escrows relating to Taxes, insurance and other amounts in connection
with Loan Assets which are held in an escrow account for the benefit of the Obligor and the secured party pursuant to escrow arrangements
under the Underlying Instruments, (iii) amounts received in the Collection Account with respect to any Loan Asset that the Borrower
is not entitled to receive (whether as a result of the transfer or sale of such Loan Asset or the accrual of such amounts prior
to the related Cut-Off Date), and (iv) amounts deposited into the Collection Account manifestly in error.


 


"Excluded Taxes"
means (a) Taxes imposed on or measured by the Recipient's net income (however denominated), franchise Taxes imposed on the Recipient,
and branch profits Taxes imposed on the Recipient, in each case, (i) by the jurisdiction (or any political subdivision thereof)
under the laws of which such Recipient is organized or in which its principal office is located or, in the case of any Lender,
in which its applicable lending office 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 pursuant to a law in effect on the date
on which (i) such Lender becomes a party hereto or (ii) such Lender changes its lending office, except in each case to the extent
that, pursuant to Section 2.11, 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 Recipient's failure to comply with Section 2.11(f), and (d) any withholding Taxes imposed under FATCA.


 


"FATCA"
means Sections 1471 through 1474 of the Code (or any amended or successor versions of Sections 1471 through 1474 of the Code that
are substantively comparable and not materially more onerous to comply with), as of the date of this Agreement, and any current
or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code
(or any amended or successor version described above), any intergovernmental agreement entered into in connection with the implementation
of such Sections of the Code and any U.S. or non-U.S. fiscal or regulatory legislation, rules or practices adopted pursuant to
any such intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the
Code.


 


"Facility Amount"
means the aggregate Commitments as then in effect, which on the Closing Date shall be $200,000,000, as such amount may be reduced
pursuant to Section 2.16(b); provided that, at all times (a) when an Event of Default exists and is continuing and
(b) during the Amortization Period (including, as a result of an Early Amortization Election), the Facility Amount shall mean the
aggregate Advances Outstanding at such time.


 




    18


     


    

 


"Facility Maturity
Date" means the earliest of (a) the Business Day designated by the Borrower to the Lender pursuant to Section 2.16(b)
to terminate this Agreement, (b) the Stated Maturity or (c) the date on which the Facility Maturity Date is declared (or is deemed
to have occurred automatically) pursuant to Section 6.01.


 


"Fees"
means (a) the Unused Fee and (b) the fees payable to the Administrative Agent and each Lender pursuant to the terms of any Lender
Fee Letter.


 


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


 


"Financial
Covenant Test": means a test that will be satisfied on any date of determination if:


 


(a)          the
Tangible Net Worth of the Parent is greater than or equal to 75.0% of Tangible Net Worth as set forth in the most recently delivered
financial statement of the Parent, plus 50.0% of the net proceeds of the sale of any Equity Interests of the Parent since
the date of the most recently delivered financial statement of the Parent; and


 


(b)          the
BDC Asset Coverage is greater than 2.00:1.00.


 


"First
Lien Loan" means any Loan Asset (a) that is secured by a valid and perfected first priority Lien on substantially
all of the Obligor's assets constituting Related Collateral, subject to any expressly permitted Liens under the Underlying Instrument
for such Loan Asset, or such comparable definition if "permitted liens" is not defined therein, (b) that provides that
the payment obligation of the Obligor on such Loan Asset is either senior to, or pari passu with, and is not (and cannot
by its terms become) subordinate in right of payment to all other Indebtedness of such Obligor, (c) for which Liens on the Related
Collateral securing any other outstanding Indebtedness of the Obligor (excluding expressly permitted Liens described in clause
(a) above but including Liens securing Second Lien Loans) is expressly subject to and contractually or structurally subordinate
to the priority Liens securing such First Lien Loan, (d) that the Portfolio Manager determines in accordance with the Standard
of Care that the value of the Related Collateral on or about the time of origination equals or exceeds the Outstanding Balance
of the Loan Asset plus the aggregate outstanding balances of all other Indebtedness of equal seniority secured by the same
Related Collateral, (e) for which the Senior Leverage Ratio as of the Cut-Off Date is less than 4.50:1.00, and (f) that is not
a Second Lien Loan, Unitranche Loan or FLLO Loan.


 


"Financing
Statement" has the meaning assigned to that term in Section 9.06(j).


 


"FLLO
Loan" means any Loan Asset that satisfies all of the requirements set forth in the definition of "First Lien
Loan" except that, at any time prior to and/or after an event of default under the Underlying Instrument, such Loan Asset
will be paid after one or more tranches of First Lien Loans issued by the Obligor have been paid in full in accordance with a specified
waterfall or other priority of payments as specified in the Underlying Instrument, an agreement among lenders or other applicable
agreement.


 




    19


     


    

 


"Foreign Plan"
means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to or by, or entered into
with, the Borrower with respect to employees outside the United States.


 


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


 


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


 


"Governmental
Plan" has the meaning assigned to that term in Section
4.01(s).


 


"Grant"
or "Granted" means to grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and grant a security
interest in and right of setoff against, deposit, set over and confirm. A Grant of the Collateral, or of any other instrument,
shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including, the immediate
continuing right to claim for, collect, receive and receipt for principal and interest payments in respect of the Collateral, and
all other monies payable thereunder, to give and receive notices and other communications, to make waivers or other agreements,
to exercise all rights and options, to bring proceedings in the name of the granting party or otherwise, and generally to do and
receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.


 


"Increased
Costs" means any amounts required to be paid by the Borrower to an Affected Party pursuant to Section 2.10.


 


"Indebtedness"
means:


 


(a)          with
respect to any Obligor under any Loan Asset, without duplication, (i) all obligations of such entity for borrowed money or with
respect to deposits or advances of any kind, (ii) all obligations of such entity evidenced by bonds, debentures, notes or similar
instruments, (iii) all obligations of such entity under conditional sale or other title retention agreements relating to property
acquired by such entity, (iv) all obligations of such entity in respect of the deferred purchase price of property or services
(excluding current accounts payable incurred in the ordinary course of business), (v) all indebtedness of others secured by (or
for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property
owned or acquired by such entity, whether or not the indebtedness secured thereby has been assumed, (vi) all guarantees by such
entity of indebtedness of others, (vii) all Capital Lease Obligations of such entity, (viii) all obligations, contingent or otherwise,
of such entity as an account party in respect of letters of credit and letters of guaranty and (ix) all obligations, contingent
or otherwise, of such entity in respect of bankers' acceptances; and


 




    20


     


    

 


(b)          for
all other purposes, with respect to any Person at any date, (i) all obligations of such Person for borrowed money or with respect
to deposits or advances of any kind, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments,
(iii) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by
such Person, (iv) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (v) all indebtedness of others secured by (or for which the holder
of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by
such Person, whether or not the indebtedness secured thereby has been assumed, (vi) all guarantees by such Person of indebtedness
of others, (vii) all Capital Lease Obligations of such Person, (viii) all obligations, contingent or otherwise, of such Person
as an account party in respect of letters of credit and letters of guaranty and (ix) all obligations, contingent or otherwise,
of such Person in respect of bankers' acceptances, but expressly excluding
any obligation of such Person to fund any Loan Asset constituting a Delayed Draw Loan Asset or a Revolving Loan Asset.


 


Notwithstanding the foregoing, "Indebtedness" shall
not include a commitment arising in the ordinary course of business to purchase a future Loan Asset in accordance with the terms
of this Agreement.


 


"Indemnified
Amounts" has the meaning assigned to that term in Section
7.01.


 


"Indemnified
Party" has the meaning assigned to that term in Section
7.01.


 


"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 Transaction Document and (b) to the extent not otherwise described in clause (a),
Other Taxes.


 


"Indemnifying
Party" has the meaning assigned to that term in Section
7.03.


 


"Independent
Manager" means a natural person who, (a) for the five (5)-year period prior to his or her appointment as Independent
Manager, has not been, and during the continuation of his or her service as Independent Manager is not: (i) an employee, director,
stockholder, member, manager, partner or officer of the Borrower or any of its respective Affiliates (other than his or her service
as an Independent Manager of the Borrower or other Affiliates that are structured to be "bankruptcy remote"); (ii) a
customer or supplier of the Borrower or any of its Affiliates (other than his or her service as an Independent Manager of the Borrower
or other Affiliates that are structured to be "bankruptcy remote"); or (iii) any member of the immediate family of a
person described in (i) or (ii), and (b) has (i) prior experience as an Independent Manager for a corporation or limited liability
company whose charter documents required the unanimous consent of all Independent Managers thereof before such corporation or limited
liability company 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 two (2) 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 secured or securitized structured finance instruments, agreements or securities.


 




    21


     


    

 


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


 


"Industry Classification"
means any of the industry categories set forth in Schedule V hereto, including any modifications that may be made thereto
or additional categories that may be subsequently established by reference to the Global Industry Classification Standard codes;
provided that the Administrative Agent has provided its prior written consent to any such modification or additional category.


 


"Initial
Advance" means the first Advance made pursuant to Article
II.


 


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


 


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


 


"Interest
Collection Subaccount" means a sub-account (account number [*] at the Account Bank) of the Collection Account entitled
"Interest Collection Subaccount," into which Interest Collections shall be segregated.


 


"Interest
Collections" means, with respect to any date of determination, without duplication, the sum of:


 


(a)          all
payments of interest and delayed compensation (representing compensation for delayed settlement) received in cash by the Borrower
during the related Remittance Period on the Loan Assets, including the accrued interest received in connection with a sale thereof
during the related Remittance Period;


 


(b)          all
principal and interest payments received by the Borrower during the related Remittance Period on Permitted Investments purchased
with Interest Collections;


 


(c)          all
upfront fees, anniversary fees, redemption fees, collateral monitoring fees, success fees, termination fees, amendment and waiver
fees, late payment fees, ticking fees and all other fees received by the Borrower during the related Remittance Period, except
for those in connection with the reduction of the Outstanding Balance of the related Loan Asset, as determined by the Portfolio
Manager with notice to the Administrative Agent and the Collateral Agent; and


 


(d)          commitment
fees and other similar fees received by the Borrower during such Remittance Period in respect of Delayed Draw Loan Assets and Revolving
Loan Assets;


 


provided that any amounts received
in respect of any Defaulted Loan will constitute Principal Collections (and not Interest Collections) until the aggregate of all
collections in respect of such Defaulted Loan since it became a Defaulted Loan equals the lower of (x) the price paid for such
Loan Asset and (y) the Outstanding Balance of such Loan Asset at the time it became a Defaulted Loan.


 




    22


     


    

 


"Investment
Criteria" means with respect to each Loan Asset acquired by the Borrower, compliance with each of the requirements set
forth below:


 


(a)          no
Event of Default or Unmatured Event of Default is continuing;


 


(b)          such
Loan Asset is an Eligible Loan Asset;


 


(c)          there
is no Borrowing Base Deficiency;


 


(d)          the
Unfunded Exposure Test is satisfied; and


 


(e)          the
Collateral Quality Tests are satisfied or, if not satisfied, would be maintained or improved after giving effect to such acquisition.


 


"Lender"
means (a) Morgan Stanley and (b) any Lender, and/or any other Person to whom a Lender assigns any part of its rights and obligations
under this Agreement and the other Transaction Documents in accordance with the terms of Section
11.04.


 


"Lender
Fee Letter" means each fee letter agreement that shall be entered into by and among the Borrower, the applicable
Lender and/or the Administrative Agent in connection with the transactions contemplated by this Agreement, as amended, modified,
supplemented, restated or replaced from time to time in accordance with the terms thereof.


 


"LIBOR"
means, for any day during a Remittance Period, with respect to any 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 (or any applicable successor page) at approximately 11:00 a.m., London time on the LIBOR Determination
Date for such Remittance Period that displays an average ICE Benchmark Administration Interest Settlement Rate (such page currently
being LIBOR01) for deposits in Dollars with a term equivalent to three months; provided that if such rate is not available
at any such time for any reason, then "LIBOR" with respect to any Advance shall be (a) the rate at which Dollar deposits
of $5,000,000 and for a three-month maturity are offered by the principal London office of the Administrative Agent or the principal
London office of any bank 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) or (b) equal to the rate that results from interpolating on a linear basis between (i) the rate appearing
on the Reuters Screen for the longest period available that is shorter than three months and (ii) the rate appearing on the Reuters
Screen that is the shortest period available that is longer than three months; 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
shall always be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. If the
Administrative Agent is required but is unable to determine a rate in accordance with at least one of the procedures described
above, LIBOR will be LIBOR as determined on the previous LIBOR Determination Date.


 


"LIBOR Determination
Date" means, with respect to each Remittance Period, the day that is two (2) Business Days prior to the first day of such
Remittance Period.


 




    23


     


    

 


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


 


"Loan
Asset" means any commercial loan acquired by the Borrower, but excluding, as applicable, the Retained Interest
and Excluded Amounts.


 


"Loan
Asset Checklist" means an electronic or hard copy, as applicable, of a checklist delivered by or on behalf of the
Borrower to the Collateral Custodian, for each Loan Asset, of all applicable Required Loan Documents to be included within the
respective Loan File.


 


"Loan
Asset Schedule" means the Loan Asset Schedule identifying the Loan Assets delivered by the Borrower or the Portfolio
Manager to the Collateral Custodian and the Administrative Agent. Each such schedule shall set forth the applicable information
specified on Schedule III, which shall also be provided to the
Collateral Custodian in electronic format acceptable to the Collateral Custodian.


 


"Loan
File" means, with respect to each Loan Asset, a file containing (a) each of the documents and items as set forth
on the Loan Asset Checklist with respect to such Loan Asset and (b) duly executed originals of the applicable Required Loan Documents,
as specified in the related Loan Asset Checklist ((i) in the case of any promissory notes, to the extent required to be delivered
to the Borrower in accordance with the Underlying Instrument or (ii) otherwise, to the extent available and required by the Standard
of Care) and copies of any other Records relating to such Loan Assets and Related Asset pertaining thereto.


 


"Loan Parties"
has the meaning assigned to that term in Section 6.01(d).


 


"Maintenance
Covenant" means, as of any date of determination, a covenant by the Obligor of a Loan Asset to comply with one or more
financial covenants during each reporting period applicable to such Loan Asset, whether or not any action by, or event relating
to, the Obligor occurs after such date of determination; provided that a covenant that otherwise satisfies the definition
hereof and only applies when amounts are outstanding under the related Loan Asset shall be a Maintenance Covenant.


 


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


 


"Material
Adverse Effect" means, with respect to any event or circumstance, a material adverse effect on (a) the business,
financial condition, operations, performance, prospects (whether financial or otherwise) or properties of the Transferor and Borrower
taken as a whole, or the Portfolio Manager, (b) the validity, enforceability or collectability of this Agreement or any other Transaction
Document or the validity, enforceability or collectability of the Loan Assets generally or any material portion of the Loan Assets,
(c) the rights and remedies of the Collateral Agent, the Collateral Custodian, the Account Bank, the Administrative Agent, any
Lender and the Secured Parties with respect to matters arising under this Agreement or any other Transaction Document, (d) the
ability of each of the Borrower, the Transferor and the Portfolio Manager to perform their respective obligations under this Agreement
or any other Transaction Document, or (e) the status, existence, perfection, priority or enforceability of the Collateral Agent's
lien on the Collateral.


 




    24


     


    

 


"Materials
of Environmental Concern" means any material, substance or waste that is listed, regulated, or otherwise defined as hazardous,
toxic, radioactive, a pollutant or a contaminant (or words of similar regulatory intent or meaning) under applicable Environmental
Law, or which could give rise to liability under any Environmental Law.


 


"Material
Modification" means any amendment or waiver of, or modification or supplement with respect to, an Underlying Instrument
governing an Eligible Loan Asset executed or effected on or after the Cut-Off Date for such Eligible Loan Asset (or, in the case
of clause (d) below, a change to any other Indebtedness of the Obligor, as applicable) which:


 


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


 


(b)          extends
or delays the stated maturity date for such Eligible Loan Asset, including a Maturity Amendment;


 


(c)          waives
one or more interest payments, permits any interest due in cash to be deferred or capitalized and added to the principal amount
of such Eligible Loan Asset (other than any deferral or capitalization already allowed by the terms of the Underlying Instruments
of any Eligible Loan Asset that is a PIK Loan Asset as of the Cut-Off Date) or reduces the amount of interest due;


 


(d)          (i)
in the case of a First Lien Loan or Unitranche Loan, contractually or structurally subordinates such Eligible Loan Asset by operation
of a priority of payments, turnover provisions, the transfer of assets in order to limit recourse to the related Obligor or the
granting of Liens (other than "permitted liens" or any comparable definitions or provisions in the Underlying Instruments
related to "permitted liens" for such Eligible Loan Asset) on any of the Related Collateral, (ii) in the case of a Second
Lien Loan or FLLO Loan, (x) contractually or structurally subordinates such Eligible Loan Asset to any obligation (other than any
loan which existed on the Cut-Off Date for such Eligible Loan Asset which is senior to such Eligible Loan Asset and extensions,
refinancings or replacements thereof with an outstanding principal balance not to exceed such extended, refinanced or replaced
Loan) by operation of a priority of payments, turnover provisions, the transfer of assets in order to limit recourse to the related
Obligor or the granting of Liens (other than "permitted liens" or any comparable definitions or provisions in the Underlying
Instruments related to "permitted liens" for such Eligible Loan Asset) on any of the Related Collateral or (y) increases
the commitment amount of any loan senior or pari passu with such Eligible Loan Asset or (iii) in the case of any Eligible
Loan Asset, the Obligor thereof incurs any additional Indebtedness which was not in place as of the Cut-Off Date which is senior
to or pari passu with such Eligible Loan Asset (except as permitted under the applicable Underlying Instruments existing
on the Cut-Off Date for such Eligible Loan Asset or refinancing or replacements of Indebtedness in place on the Cut-Off Date with
an outstanding principal balance not to exceed such refinanced or replaced Indebtedness);


 




    25


     


    

 


(e)          substitutes,
alters or releases the Related Collateral securing such Eligible Loan Asset and any such substitution, alteration or release, as
determined in the sole discretion of the Administrative Agent, materially and adversely affects the value of such Eligible Loan
Asset; provided, that the foregoing shall not apply to any release in conjunction with a relatively contemporaneous disposition
by the Obligor accompanied by a mandatory reinvestment of net proceeds or mandatory repayment of the loan facility (including the
Eligible Loan Asset) with the net proceeds of such Related Collateral; or


 


(f)     
     amends, waives, forbears, supplements or otherwise modifies (i) the meaning of "Senior
Leverage Ratio," "Cash Interest Coverage Ratio," "Total Leverage Ratio," "EBITDA,"
"Permitted Liens" or any respective comparable definitions in the Underlying Instruments for such Eligible Loan
Asset (to the extent such financial covenants or definitions are included in the Underlying Instruments) or (ii) any term or
provision of such Underlying Instruments referenced in or utilized in the calculation of the "Senior Leverage
Ratio," "Cash Interest Coverage Ratio," "Total Leverage Ratio," "EBITDA," "Permitted
Liens" or any respective comparable definitions for such Eligible Loan Asset, in the case of either clause (i) or (ii)
above, in a manner that, in the sole discretion of the Administrative Agent, is materially adverse to the Administrative
Agent, any Lender or the value of such Eligible Loan Asset.


 


"Maturity Amendment"
means, any amendment to the Underlying Instruments of any Loan Asset which delays or extends the maturity date or any principal
payment date for such Loan Asset.


 


"Maximum Portfolio
Advance Rate" means, as of any date of determination, the advance rate corresponding to the Diversity Score of the Eligible
Loan Assets included in the Collateral as of such date, as set forth below:


 


	Diversity Score (x)	 	Maximum Portfolio Advance Rate
	x ≤ 5.0	 	25%
	5.0 < x ≤ 7.5	 	35%
	7.5 < x ≤ 10.0	 	40%
	10.0 < x ≤ 15.0	 	50%
	x > 15.0	 	Advance Rate determined by the Administrative Agent in respect of each Eligible Loan Asset as set forth in the definition of Advance Rate.


 


"Minimum Equity
Amount" means (i) $30,000,000 or (ii) if prior to the one (1) year anniversary of the Closing Date the Facility Amount
is permanently reduced below $200,000,000 but not less than $100,000,000 in accordance with the terms hereof through an optional
reduction by the Borrower, an amount equal to 15% of the reduced Facility Amount.


 




    26


     


    

 


"Minimum Utilization"
means on any day following the Ramp-Up Period and prior to the end of the Revolving Period, 75% of the Facility Amount. For the
avoidance of doubt, the Minimum Utilization shall only apply during the Revolving Period.


 


"Monthly Determination
Date" shall mean the last day of a calendar month.


 


"Moody's"
means Moody's Investors Service, Inc. (or its successors in interest).


 


"Morgan Stanley"
means Morgan Stanley Bank, N.A., and its successors and assigns.


 


"Noteless
Loan" means a Loan Asset with respect to which the Underlying Instruments (a) do not require the Obligor to execute
and deliver a promissory note to evidence the Indebtedness created under such Loan Asset or (b) require any holder of the Indebtedness
created under such Loan Asset to affirmatively request a promissory note from the related Obligor (and none has been requested
with respect to such Loan Asset held by the Borrower).


 


"Notice
of Borrowing" means an irrevocable written notice of borrowing from the Borrower to the Administrative Agent in
the form attached hereto as Exhibit D.


 


"Notice
of Exclusive Control" has the meaning given to such term in the Collection and Unfunded Exposure Account Agreement.


 


"Notice
of Reduction" means a notice of a reduction of the Advances Outstanding pursuant to Section
2.16, in the form attached hereto as Exhibit E.


 


"Obligations"
means all present and future indebtedness and other liabilities and obligations (howsoever created, arising or evidenced, whether
direct or indirect, absolute or contingent, or due or to become due) of the Borrower to the Lenders, the Administrative Agent,
the Account Bank, the Secured Parties, the Collateral Agent or the Collateral Custodian arising under this Agreement and/or any
other Transaction Document and shall include, all liability for Yield and principal of the Advances Outstanding, indemnifications
and other amounts due or to become due by the Borrower to the Lenders, the Administrative Agent, the Collateral Agent, the Collateral
Custodian, the Secured Parties and the Account Bank under this Agreement and/or any other Transaction Document, including, any
Lender Fee Letter, any Prepayment Premium and costs and expenses payable by the Borrower to the Lenders, the Administrative Agent,
the Account Bank, the Collateral Agent or the Collateral Custodian, including attorneys' fees, costs and expenses, including interest,
fees and other obligations that accrue after the commencement of an insolvency proceeding (in each case whether or not allowed
as a claim in such insolvency proceeding).


 


"Obligor"
means, with respect to a Loan Asset, the Person who is obligated to repay such Loan Asset (including, if applicable, a guarantor
thereof), and whose assets are primarily relied upon by the Borrower at the time such Loan Asset was originated or purchased by
the Borrower as the source of repayment of such Loan Asset.


 




    27


     


    

 


"Obligor Information"
means, with respect to any Obligor (in each case, to the extent the following information is available to the Portfolio Manager
after commercially reasonable efforts), (a) the legal name and tax identification number of such Obligor, (b) the jurisdiction
in which such Obligor is domiciled, (c) the audited financial statements for such Obligor for the three prior fiscal years (or
such shorter period of time that the Obligor has been in existence), (d) the Portfolio Manager's internal credit memo with respect
to the Obligor and the related Loan Asset, including explanation of any EBITDA adjustments and detailed projections of free cash
flow through maturity, (e) any lender presentations and confidential information memorandum received by the Portfolio Manager,
(f) the annual report for the most recent fiscal year of such Obligor, (g) a company forecast for such Obligor including plans
related to capital expenditures, (h) financials for the most recent fiscal quarter, (i) the business model, company strategy and
names of known peers of such Obligor, (j) the shareholding pattern and details of the management team of such Obligor, (k) details
of any banking facilities and the debt maturity schedule of such Obligor and (l) Underlying Instruments.


 


"OFAC"
means the U.S. Department of Treasury's Office of Foreign Asset Control.


 


"Officer's
Certificate" means a certificate signed by the president, the secretary, an assistant secretary, the chief financial
officer or any vice president or other senior officer, as an authorized officer, of any Person.


 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such
Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Loan or Transaction
Document).


 


"Other Taxes"
means all present or future stamp, sales, excise, 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 Transaction Document, except any such Taxes that are Other Connection
Taxes imposed with respect to an assignment.


 


"Outstanding
Balance" means, as of any date of determination, the outstanding principal balance of a Loan Asset as of such date,
exclusive of (a) any PIK Interest or accrued interest on such Loan Asset as of such date and (b) any unfunded amounts with respect
to any Delayed Draw Loan Assets and Revolving Loan Assets included in the Collateral as of such date; provided that, for
purposes of calculating the Outstanding Balance of any PIK Loan Asset, principal payments received on such Loan Asset shall first
be applied to reducing or eliminating any outstanding PIK Interest or accrued interest.


 


"Parent"
means CION Investment Corporation, a Maryland corporation.


 


"Participant"
has the meaning assigned to that term in Section 11.04(a).


 


"Participant
Register" has the meaning assigned to that term in Section
11.04(a).


 




    28


     


    

 


"Participation
Interest" means a participation interest in a loan that satisfies each of the following criteria: (a) such participation
would constitute a Loan Asset were it acquired directly, (b) the seller of such participation is a lender on the underlying loan,
(c) the aggregate participation in the loan granted by such participation seller to all participants (including the Borrower) does
not exceed the principal amount or commitment with respect to which such participation seller is a lender under such loan, (d)
such participation does not grant, in the aggregate, to the participant in such participation a greater interest than the selling
participation seller holds in the loan or commitment that is the subject of the participation, (e) the entire purchase price for
such participation is paid in full (without the benefit of financing from the participation seller) at the time of the participant's
acquisition, (f) the participation provides the participant with all of the economic benefit and risk of the whole or part of the
loan or commitment that is the subject of the loan participation, (g) such participation is documented under a Loan Syndications
and Trading Association or similar market agreement standard for loan participation transactions among institutional market participants
and (h) such participation is not a sub-participation interest in any loan.


 


"Patriot Act"
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, P.L. 107-56 (signed into law October 26, 2001)


 


"Payment
Date" means the 20th calendar day of each March, June, September and December, unless such day is not a Business
Day, in which case the following Business Day, commencing in March, 2018; provided that the final Payment Date shall occur
on the Collection Date.


 


"Payment Default
Ratio" means, as of any date of determination, the ratio (expressed as a percentage) of (a) the aggregate Outstanding
Balance of all Eligible Loan Assets as of such date (including any such Loan Assets for which the Borrower has entered into a commitment
to purchase such Loan Assets that has not yet settled and excluding any such Loan Assets for which the Borrower has entered into
a commitment to sell such Loan Assets that has not yet settled) for which an Obligor payment default has occurred (giving effect
to any applicable grace or cure period but in no event to exceed five (5) Business Days), divided by (b) the aggregate Outstanding
Balance of all Eligible Loan Assets as of such date (including any such Loan Assets for which the Borrower has entered into a commitment
to purchase such Loan Assets that has not yet settled and excluding any such Loan Assets for which the Borrower has entered into
a commitment to sell such Loan Assets that has not yet settled).


 


"Payment Default
Trigger" means an event that shall occur if the Payment Default Ratio exceeds 20% at any time.


 


"Permitted
Distribution" means, on any Business Day, distributions of Interest Proceeds (at the discretion of the Borrower) to the
Parent (or other permitted equity holders of the Borrower); provided that amounts may be distributed pursuant to this definition
only to the extent of available Excess Interest Proceeds (after giving effect to all other Permitted Distributions or Permitted
Tax Distributions occurring on such day) and only so long as (i) no Event of Default or Unmatured Event of Default has occurred
and is continuing (or would occur after giving effect to such Permitted Distribution), (ii) no Borrowing Base Deficiency shall
be continuing (or would occur after giving effect to such Permitted Distribution), (iii) the Borrower gives at least five (5) Business
Days' prior written notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Administrator and such
notice shall include a calculation in reasonable detail of the Excess Interest Proceeds available as of such date and (iv) the
Administrative Agent confirms in writing (which may be by email) to the Collateral Agent and the Collateral Custodian that it agrees
to the calculation of the Excess Interest Proceeds and that the conditions to a Permitted Distribution set forth in this definition
are satisfied; provided that, if the Administrative Agent does not so notify the Collateral Agent and the Collateral Custodian
in writing (which may be by email) within five (5) Business Days following delivery of written notice (which may be by email) of
a proposed Permitted Distribution and a calculation of the Excess Interest Proceeds requesting such confirmation, the Administrative
Agent will be deemed to have confirmed that such conditions are satisfied.


 




    29


     


    

 


"Permitted
Investments" means, as of any date of determination:


 


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


 


(c)          commercial
paper that (i) is payable in Dollars and (ii) is rated at least "A-1" by S&P and "P-1" by Moody's; and


 


(d)          units
of money market funds rated in the highest credit rating category by any nationally recognized statistical rating organization,
including S&P and Moody's.


 


No Permitted Investment
shall have an "f," "r," "p," "pi," "q," "sf" or "t" subscript
affixed to its S&P rating. Any such investment may be made or acquired from or through the Collateral Agent or the Administrative
Agent or any of their respective affiliates, or any entity for whom the Collateral Agent, the Administrative Agent, the Account
Bank, the Collateral 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 Permitted Investment at the time of acquisition);
provided that, notwithstanding the foregoing clauses (a) through (d), Permitted 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, Account Bank and Collateral
Custodian shall have no obligation to determine or oversee compliance with the foregoing.


 




    30


     


    

 


"Permitted
Liens" means any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding
shall have been commenced (a) Liens for state, municipal or other local Taxes if such Taxes shall not at the time be due and payable
or if a Person shall currently be contesting the validity thereof in good faith by appropriate proceedings and with respect to
which reserves in accordance with GAAP have been provided on the books of such Person, (b) Liens imposed by law, such as materialmen's,
warehousemen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens, arising by operation of law in
the ordinary course of business for sums that are not overdue or are being contested in good faith and (c) Liens granted pursuant
to or by the Transaction Documents.


 


"Permitted
Tax Distribution" means distributions to the Parent (from the Collection Account or otherwise) to the extent required
to allow the Parent to make sufficient distributions to qualify as a regulated investment company, and to otherwise eliminate federal
or state income or excise taxes payable by the Parent in or with respect to any taxable year of the Parent (or any calendar year,
as relevant); provided that (A) the amount of any such payments made in or with respect to any such taxable year (or calendar
year, as relevant) of the Parent shall not exceed 100% of the amounts that the Borrower would have been required to distribute
to the Parent 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 and (B) amounts may be distributed pursuant to this definition only from Excess Interest Proceeds (after giving effect to
all other Permitted Tax Distributions or Permitted Distributions occurring on such day) and so long as (i) no Borrowing Base Deficiency
is continuing (or would occur after giving effect to such Permitted Tax Distribution), (ii) the Borrower gives at least five (5)
Business Days prior notice thereof to the Administrative Agent and the Collateral Agent and such notice shall include a calculation
in reasonable detail of the Excess Interest Proceeds available as of such date, (iii) no Event of Default or Unmatured Event of
Default has occurred and is continuing (or would occur after giving effect to such Permitted Tax Distribution) and (iv) the Administrative
Agent confirms in writing (which may be by email) to the Collateral Agent and the Collateral Custodian that it agrees to the calculations
of the Excess Interest Proceeds and that the conditions to a Permitted Tax Distribution set forth in this definition are satisfied;
provided that, if the Administrative Agent does not so notify the Collateral Agent and the Collateral Custodian in writing
(which may be by email) within five (5) Business Days following delivery of written notice (which may be by email) of a proposed
Permitted Distribution and a calculation of the Excess Interest Proceeds requesting such confirmation, the Administrative Agent
will be deemed to have confirmed that such conditions are satisfied.


 


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


 




    31


     


    

 


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


 


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


 


"Plan"
means any "employee benefit plan" (as such term is defined in Section 3(3) of ERISA) subject to Section 412 of the Code
or Title IV of ERISA established by the Borrower, the Parent or any ERISA Affiliate or to which the Borrower of any ERISA Affiliates
contributes or has an obligation to contribute or has any liability (whether actual or contingent).


 


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


 


"Politically
Exposed Person" means a natural person currently or formerly entrusted with a senior public role or function (e.g., a
senior official in the executive, legislative, military, administrative, or judicial branches of government), an immediate family
member of a prominent public figure, a known close associate of a prominent public figure, or any corporation, business or other
entity that has been formed by, or for the benefit of, a prominent public figure. Immediate family members include family within
one-degree of separation of the prominent public figure (e.g., spouse, parent, sibling, child, step-child, or in-law). Known close
associates include those widely- and publicly-known close business colleagues and personal advisors to the prominent public figure,
in particular financial advisors or persons acting in a fiduciary capacity.


 


"Portfolio
Management Fee" means the fee payable to the Portfolio Manager on each Payment Date in arrears in respect of each Remittance
Period, which fee shall be equal to the product of (a) 0.25% per annum, (b) the arithmetic mean of (i) the aggregate Outstanding
Balance of all Eligible Loan Assets plus (ii) the Aggregate Unfunded Exposure Amount, in each case, on the first day and
on the last day of the related Remittance Period and (c) the actual number of days in such Remittance Period, divided by
360; provided that, in the sole discretion of the Portfolio Manager, the Portfolio Manager may, from time to time, waive
all or any portion of the Portfolio Management Fee payable on any Payment Date.


 


"Portfolio
Management Report" has the meaning assigned to that term
in Section 5.04(a).


 


"Portfolio
Management Agreement" means that certain Portfolio Management Agreement, dated as of the Closing Date, between the Borrower
and the Portfolio Manager, as the transferee, as amended, modified, supplemented, restated or replaced from time to time in accordance
with the terms thereof.


 




    32


     


    

 


"Portfolio
Manager" means, as of any date of determination, the Person then authorized, pursuant to the
Portfolio Management Agreement to service, administer, and collect on the Loan Assets and exercise rights and remedies in
respect of the same.


 


"Portfolio
Manager Default" means the occurrence of a “cause”
event as set forth in the Portfolio Management Agreement.


 


"Prepayment
Premium" means, in the event that this Agreement is terminated or the Facility Amount is permanently reduced, in
each case, pursuant to Section 2.16(b), (a) prior to the one (1) year anniversary of the Closing Date, an amount equal to
3.0% of the amount by which the Facility Amount is reduced below $100,000,000, (b) on or after the one (1) year anniversary of
the Closing Date, but prior to the two (2) year anniversary of the Closing Date, an amount equal to 2.0%, or (c) on or after the
two (2) year anniversary of the Closing Date, but prior to the three (3) year anniversary of the Closing Date, an amount equal
to 1.0%, in each case, of either (x) the Facility Amount, in the case of such termination, or (y) the amount of such reduction,
in the case of such permanent reduction of the Facility Amount and, in each case, such amounts shall be payable pro rata
to each Lender at the time of such termination or such reduction, as applicable; provided that the Prepayment Premium shall
be calculated without giving effect to the provisos in the definition of "Facility Amount."


 


"Principal
Collection Subaccount" means a sub-account (account number [*] at the Account Bank) of the Collection Account entitled
"Principal Collection Subaccount," into which Principal Collections shall be segregated.


 


"Principal
Collections" means with respect to any date of determination, all amounts received by the Borrower during the related
Remittance Period that do not constitute Interest Collections and any other amounts that have been designated as Principal Collections
pursuant to the terms of this Agreement.


 


"Pro
Rata Share" means, with respect to each Lender, the percentage obtained by dividing the Commitment of such Lender
(or, following the termination thereof, the outstanding principal amount of all Advances of such Lender), by the aggregate Commitments
of all the Lenders (or, following the termination thereof, the aggregate Advances Outstanding).


 


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


 


"Purchase Price"
means, with respect to any Loan Asset, an amount (expressed as a percentage of par) equal to the greater of (a) zero and (b) the
actual price paid by the Borrower for such Loan Asset; provided that if the actual price paid by the Borrower for such Loan
Asset exceeds 100% of par, the Purchase Price shall be deemed to be 100%.


 


"Ramp-Up Period"
means the period beginning on the Closing Date and ending on the six-month anniversary thereof.


 




    33


     


    

 


"Recipient"
means the Administrative Agent and any Lender, as applicable.


 


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


 


"Recoveries"
means, with respect to any Defaulted Loan, the proceeds from the sale of the Related Collateral, the proceeds of any related Insurance
Policy, any other recoveries with respect to such Loan Asset (without duplication) or the Related Collateral, and amounts representing
late fees and penalties, net of any amounts received that are required under such Loan Asset, as applicable, to be refunded to
the related Obligor.


 


"Register"
has the meaning assigned to that term in Section 2.13.


 


"Registered"
means a debt obligation that is in registered form for U.S. federal income tax purposes within the meaning of Section 881(c)(2)(B)(i)
of the Code and the Treasury regulations promulgated thereunder and that is issued after July 18, 1984; provided that a
certificate of interest in a grantor trust shall not be treated as Registered unless each of the obligations or securities held
by the trust was issued after that date.


 


"Regularly
Scheduled Valuation" has the meaning assigned to that term in Section 5.01(s).


 


"Related
Asset" means, with respect to each Loan Asset, all right, title and interest of the Borrower in and to:


 


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


 


(b)          all
rights with respect to the Loan Assets to which the Transferor and/or the Borrower, as applicable, is entitled as lender under
the applicable Underlying Instruments;


 


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


 


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


 


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


 


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


 




    34


     


    

 


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


 


(h)          all
records (including computer records) with respect to the foregoing; and


 


(i)      
    all collections, income, payments, proceeds and other benefits of each of the foregoing.


 


"Related Collateral"
means, with respect to a Loan Asset, any property or other assets designated and pledged or mortgaged as collateral to secure repayment
of such Loan Asset, as applicable, including, mortgaged property and/or a pledge of the stock, membership or other ownership interests
in the related Obligor and all Proceeds from any sale or other disposition of such property or other assets.


 


"Remittance
Period" means, (a) as to the initial Payment Date, the period beginning on, and including, the Closing Date and
ending on, and including, the Determination Date immediately preceding such Payment Date and (b) as to any subsequent Payment Date,
the period beginning, and including, on the first day after the most recently ended Remittance Period and ending on, and including,
the Determination Date immediately preceding such Payment Date, or, with respect to the final Remittance Period, the Collection
Date.


 


"Reporting
Date" means the fifteenth (15th) of each calendar month, commencing in February, 2018; provided that, for
any month in which a Payment Date occurs, the Reporting Date for such month shall be the Determination Date for such month.


 


"Required
Lenders" means (a) Morgan Stanley (as a Lender hereunder) and its successors and assigns and (b) the other Lenders,
if any, representing, together with Morgan Stanley, an aggregate of at least 51% of the aggregate Commitments of the Lenders then
in effect.


 


"Required Loan
Documents" means, for each Loan Asset, the following documents or instruments, all as specified on the related Loan Asset
Checklist:


 


(a)          (i)
the original executed promissory note or, in the case of a lost note, a copy of the executed underlying promissory note accompanied
by an original executed affidavit and indemnity endorsed by the Borrower in blank (and an unbroken chain of endorsements from each
prior holder of such promissory note to the Borrower), or (ii) if such promissory note is not issued in the name of the Borrower
or is a Noteless Loan, an executed copy of the assignment and assumption agreement, transfer document or instrument relating to
such Loan Asset evidencing the assignment of such Loan Asset from the prior third party owner thereof to the Borrower; and


 


(b)          copies
of the executed (i) guaranty, (ii) Underlying Instrument, (iii) if applicable, acquisition agreement (or similar agreement) and
(iv) security agreement or other agreement that secures the obligations represented by such Loan Asset.


 




    35


     


    

 


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


 


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


 


"Retained
Interest" means, with respect to any Loan Asset that is transferred to the Borrower, (a) all of the obligations,
if any, of the agent(s) under the documentation evidencing such Loan Asset and (b) the applicable portion of the interests, rights
and obligations under the documentation evidencing such Loan Asset that relate to such portion(s) of the indebtedness and interest
in other obligations that are owned by another lender.


 


"Review
Criteria" has the meaning assigned to that term in Section
10.02(b)(i).


 


"Review
Period" has the meaning assigned to that term in Section
10.02(b)(i).


 


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


 


"Revolving
Period" means the period commencing on the Closing Date and ending on the close of business of the day preceding
the earlier to occur of (a) the Commitment Termination Date and (b) the Facility Maturity Date.


 


"S&P"
means Standard & Poor's Ratings Group, a Standard & Poor's Financial Services LLC business (or its successors in interest).


 


"Sanctions"
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European
Union or Her Majesty's Treasury of the United Kingdom.


 




    36


     


    

 


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


 


"Second Lien
Loan" means any Loan Asset (a) that is secured by a valid and perfected Lien on substantially all of the Obligor's assets
constituting Related Collateral for such Loan Asset, subject only to the prior Lien provided to secure the obligations under a
"first lien" loan pursuant to typical commercial terms, and any other expressly permitted Liens under the Underlying
Instrument for such Loan Asset, including any "permitted liens" as defined in such Underlying Instrument, or such comparable
definition if "permitted liens" is not defined therein, (b) that provides that the payment obligation of the Obligor
on such Loan Asset is "senior debt" and, except for the express lien priority provisions under the documentation of the
"first lien" lenders, is either senior to, or pari passu with, all other Indebtedness of such Obligor, and (c)
that the Portfolio Manager determines in accordance with the Standard of Care that the value of the Related Collateral on or about
the time of origination equals or exceeds the Outstanding Balance of the Loan Asset plus the aggregate outstanding balances
of all other Indebtedness of equal or greater seniority secured by the same Related Collateral (including, without limitation,
the outstanding principal balance of the "first lien" loan).


 


"Secured
Obligations" has the meaning assigned to that term in Section
2.12(a).


 


"Secured
Party" means each of the Administrative Agent, each Lender, each Affected Party, each Indemnified Party, the Collateral
Custodian, the Collateral Agent and the Account Bank.


 


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


 


"Senior
Leverage Ratio" means, with respect to any Loan Asset or any portion of any Loan Asset, as applicable, for any
period, the meaning of "Senior Leverage Ratio" or any comparable definition relating to first lien senior secured (or
such applicable lien or applicable level within the capital structure) indebtedness in the Underlying Instruments for each such
Loan Asset, and in any case that "Senior Leverage Ratio" or such comparable definition is not defined in such Underlying
Instruments, the ratio of (a) first lien senior secured (or such applicable lien or applicable level within the capital structure)
Indebtedness (including FLLO Loans) less Unrestricted Cash, in each case, as of the applicable test date, to (b) EBITDA, for the
period of four (4) consecutive fiscal quarters most recently ended on or prior to such date, or if the Obligor of such Loan Asset
was organized or formed within the previous year, another applicable test period as determined by the Administrative Agent in its
sole discretion, as calculated by the Portfolio Manager in accordance with the Standard of Care 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 Underlying Instruments.


 


"Similar
Law" has the meaning assigned to that term in Section
4.01(s).


 




    37


     


    

 


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


 


"Standard
of Care" has the meaning set forth in the Portfolio Management Agreement.


 


"Standby Investment"
means the First American Treasury Obligation Fund Class Z Shares.


 


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


 


"Stated Maturity"
means December 19, 2022.


 


"Structured
Finance Obligation" means any obligation of a special purpose vehicle secured directly by, referenced to, or representing
ownership of, a pool of receivables or other assets, including collateralized debt obligations and single asset repackages.


 


"Subsidiary"
means with respect to a Person, a corporation, partnership or other entity of which shares of stock or other ownership interests
having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening
of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity
are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries,
or both, by such Person.


 


"Supplemental
Portfolio Management Fees" means, in connection with a successor Portfolio Manager that is not an Affiliate of the Borrower,
the Transferor or the Portfolio Manager, an amount equal to the amount of the actual fees of such successor Portfolio Manager due
and payable on the applicable date of determination in excess of the Portfolio Management Fee otherwise due and payable on such
date, which amount shall not exceed an amount per annum to be agreed by the Borrower and the Administrative Agent.


 


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


 


"Tangible Net
Worth" means, with respect to any Person, as of any date of determination, determined in accordance with GAAP, the result
of (a) such Person's total shareholder's equity, minus (b) the sum of, without duplication, (i) that portion of the book
value of all of such Person's assets that would be treated as intangibles under GAAP, (ii) all of such Person's prepaid expenses
(including the net carrying value of all capitalized acquisition costs, deferred financing costs and deferred equity issuance costs
and excluding reimbursable insurance premiums paid), (iii) all amounts due to such Person from its Affiliates, and (iv) all unrealized
gains or appreciation from investments or equity securities of such Person, in each instance as determined in accordance with GAAP.


 




    38


     


    

 


"Target Portfolio
Amount" means $312,500,000.


 


"Tax Expense
Cap" means, for any Payment Date, a per annum amount equal to $50,000.


 


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


 


"Termination/Reduction
Notice" means each notice required to be delivered by the Borrower in respect of any termination of this Agreement or
any permanent reduction of the Facility Amount, in the form of Exhibit F.


 


"Total Borrower
Capitalization" means, on any date of determination, the sum of (a) the Outstanding Balance of all Loan Assets plus
(b) the aggregate amount on deposit in the Principal Collection Subaccount plus (c) the aggregate amount on deposit in the
Unfunded Exposure Account that exceeds the Aggregate Unfunded Exposure Amount or, during the Revolving Period, the Unfunded Exposure
Equity Amount.


 


"Total
Leverage Ratio" means, with respect to any Loan Asset for any period, the meaning of "Total Leverage Ratio"
or any comparable definition in the Underlying Instruments for each such Loan Asset, and in any case that "Total Leverage
Ratio" or such comparable definition is not defined in such Underlying Instruments, the ratio of (a) Indebtedness less
Unrestricted Cash, in each case, as of the period of four (4) consecutive fiscal quarters most recently ended on or prior to such
date, or if the Obligor of such Loan Asset was organized or formed within the previous year, another applicable test period as
determined by the Administrative Agent in its sole discretion, to (b) EBITDA, for the period of four (4) consecutive fiscal quarters
most recently ended on or prior to such date, or if the Obligor of such Loan Asset was organized or formed within the previous
year, another applicable test period as determined by the Administrative Agent in its sole discretion, as calculated by the Portfolio
Manager in accordance with the Standard of Care 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 Underlying
Instruments.


 


"Transaction
Documents" means this Agreement, any Assignment and Acceptance, the Contribution Agreement, the Portfolio Management
Agreement, the Collection and Unfunded Exposure Account Agreement, the Collateral Agent and Collateral Custodian Fee Letter, the
Lender Fee Letter and each document, instrument or agreement related to any of the foregoing.


 


"Transferor"
means CION Investment Corporation, in its capacity as the Transferor hereunder and as the transferor under the Contribution Agreement,
or its successors and assigns in such capacity.


 




    39


     


    

 


"UCC"
means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.


 


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


 


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


 


"Unfunded
Exposure Amount" means, as of any date of determination, with respect to a Delayed Draw Loan Asset or a Revolving
Loan Asset, an amount equal to the aggregate amount of all unfunded commitments associated with such Loan Asset as of such date.


 


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


 


"Unfunded
Exposure Equity Amount" means, as of any date of determination, an amount equal to (a) the aggregate sum of the
products of each Eligible Loan Asset that is a Delayed Draw Loan Asset or a Revolving Loan Asset of (i) the Unfunded Exposure Amount
for such Eligible Loan Asset as of such date, multiplied by (ii) the difference of one hundred percent (100%) minus
the Advance Rate for such Eligible Loan Asset, plus (b) the aggregate sum of the products for each Eligible Loan Asset that
is a Delayed Draw Loan Asset or a Revolving Loan Asset of (i) one hundred percent (100%) minus the Adjusted Borrowing Value
of such Eligible Loan Asset (expressed as a percentage of the outstanding principal balance) as of such date, multiplied
by (ii) the Unfunded Exposure Amount for such Eligible Loan Asset.


 


"Unfunded Exposure
Test" means a test that will be satisfied as of any date of determination (a) during the Revolving Period, if the amounts
on deposit in the Unfunded Exposure Account as of such date equals or exceeds the Unfunded Exposure Equity Amount as of such date,
and (b) during the Amortization Period, the amounts on deposit in the Unfunded Exposure Account as of such date equals or exceeds
the Aggregate Unfunded Exposure Amount as of such date; provided, that the Unfunded Exposure Test shall be calculated on
a pro forma basis to give effect to the acquisition of any Delayed Draw Loan Asset or Revolving Loan Asset and concurrent
funding of the Unfunded Exposure Account, in each case, on the relevant date of determination.


 


"United
States" means the United States of America.


 


"United
States Tax Person" means a "United States Person" as defined in Section 7701(a)(30) of the Code.


 




    40


     


    

 


"Unitranche
Loan" means any Loan Asset (a) that is secured by a valid and perfected first priority Lien on substantially all of the
Obligor's assets constituting Related Collateral for such Loan Asset, subject to expressly permitted Liens, including any "permitted
liens" as defined in the Underlying Instrument for such Loan Asset or such comparable definition if "permitted liens"
is not defined therein, (b) that provides that the payment obligation of the Obligor on such Loan Asset is either senior to, or
pari passu with, all other Indebtedness of such Obligor, and (c) for which no other Indebtedness of the Obligor secured
by a Lien on the Related Collateral exists or is outstanding; provided that any Loan Asset that would otherwise constitute
a First Lien Loan but for clause (f) of the definition thereof shall constitute a Unitranche Loan.


 


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


 


"Unrestricted
Cash" means, (a) with respect to any Loan Asset, the meaning of "Unrestricted Cash" or any comparable definition
in the Underlying Instruments for the applicable Loan Asset and (b) in any case that "Unrestricted Cash" or such comparable
definition is not defined in such Underlying Instruments or otherwise as applicable in this Agreement, cash and cash equivalents
of the applicable Person available for use for general corporate purposes and not held in any reserve account or legally or contractually
restricted for any particular purposes or uses.


 


"Unused
Fee" has the meaning assigned to that term in Section
2.09.


 


"Unused
Fee Rate" means a rate equal to 0.75% per annum.


 


"Valuation
Standard" means a standard that will be satisfied if an Approved Valuation Firm uses one or a combination of methodologies
that are generally acceptable in the market as commercially reasonable practices to derive a fair assessment of the current market
value of an Eligible Loan Asset; provided that such assessment shall take into consideration, but not be limited to, the
following:


 


(a)          the
financial performance and outlook of the Obligor of such Eligible Loan Asset;


 


(b)          a
fundamental analysis to value the Obligor of such Eligible Loan Asset which may be based on discounted cash flow and a multiples-based
approach based on comparable companies in the relevant sector or another generally accepted methodology for valuing companies in
the relevant sector;


 


(c)          the
current market environment (e.g., quoted trading levels on the Eligible Loan Asset (if available), the relative trading levels
and yields for debt instruments of comparable companies and any relevant middle market indices); and


 


(d)          any
other facts or circumstances deemed relevant by the Approved Valuation Firm, including such facts and circumstances that constitute
the basis for a Value Adjustment Event with respect to such Eligible Loan Asset, if applicable.


 


"Value
Adjustment Event" means, with respect to any Loan Asset, the occurrence of any one or more of the following events
after the related Cut-Off Date:


 




    41


     


    

 


(a)          (i)
the Cash Interest Coverage Ratio with respect to such Loan Asset on any date reported under the Underlying Instrument is less than
1.1:1.00 or is less than 20% of the Cash Interest Coverage Ratio with respect to such Loan Asset as calculated on the applicable
Cut-Off Date or the date on which the last Value Adjustment Event occurred pursuant to this clause (i), (ii) either (A)
the Total Leverage Ratio with respect to such Loan Asset on any date reported under the Underlying Instrument, minus the
Total Leverage Ratio calculated on the Cut-Off Date equals or exceeds 1.0:1.00 or (B) the Total Leverage Ratio with respect to
such Loan Asset on any date reported under the Underlying Instrument increases by more than 20% from the same Total Leverage Ratio
as calculated on the applicable Cut-Off Date or the date on which the last Value Adjustment Event occurred pursuant to this clause
(ii), or (iii) the trailing twelve-month EBITDA with respect to such Loan Asset on any date reported under the Underlying Instrument
decreases by more than 15% of the trailing twelve-month EBITDA calculated on the Cut-Off Date or the date on which the last Value
Adjustment Event occurred pursuant to this clause (iii);


 


(b)          an
Obligor payment default occurs under such Loan Asset that continues and has not been cured after giving effect to any grace period
applicable thereto, but in no event more than five (5) Business Days, after the applicable due date under the related Underlying
Instruments;


 


(c)          any
payment default occurs under any other senior or pari passu obligation for borrowed money of the related Obligor that continues
and has not been cured after giving effect to any grace period applicable thereto, but in no event more than five (5) Business
Days, after the applicable due date under the related agreement (including in respect of the acceleration of the debt under the
applicable agreement);


 


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


 


(e)          the
related Obligor fails to deliver to the Borrower or the Portfolio Manager any financial reporting information (i) as required by
the Underlying Instruments of such Loan Asset (after giving effect to any applicable grace or cure period thereunder) and (ii)
with a frequency of at least quarterly, but which shall in no case exceed sixty (60) days after the end of each quarter and one
hundred and fifty (150) days after the end of each fiscal year;


 


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


 


(g)          a
breach of a financial covenant (including the financial covenants described in clause (a) of this definition) by the related
Obligor in respect of such Underlying Instrument occurs (after giving effect to any applicable grace or cure period thereunder
but in no event more than ten (10) Business Days);


 


(h)          the
relevant Obligor, as determined by the Portfolio Manager in accordance with the Standard of Care, commences formal restructuring
or workout negotiations with its creditors, agrees to or completes a debt-for-equity swap or formally engages a restructuring advisor;


 


(i)   
       the Portfolio Manager determines that all or a material portion of such Loan Asset
is uncollectible or otherwise places it on non-accrual status in accordance with the policies and procedures of the Portfolio
Manager and the Standard of Care; and


 




    42


     


    

 


(j)          the
value assigned to such Loan Asset by an Approved Valuation Firm in a Regularly Scheduled Valuation is lower than the current Assigned
Value.


 


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


 


"Warranty
Breach Loan Asset" means any Loan Asset required to be re-purchased from the Borrower by the Transferor pursuant
to the Contribution Agreement.


 


"Weighted Average
Advance Rate" means, as of any date of determination with respect to all Eligible Loan Assets included in the Aggregate
Adjusted Borrowing Value, the number obtained by (a) summing the products obtained by multiplying (i) the Advance Rate of
each Eligible Loan Asset by (ii) such Eligible Loan Asset's contribution to the Aggregate Adjusted Borrowing Value and dividing
(b) such sum by the Aggregate Adjusted Borrowing Value.


 


"Weighted Average
Coupon" means, as of any date of determination, a fraction (expressed as a percentage) obtained by (a) multiplying the
Outstanding Balance of each fixed rate Eligible Loan Asset (other than a Defaulted Loan) included in the Collateral as of such
date by the current per annum rate at which it provides payment of interest in cash, (b) summing the amounts determined
pursuant to clause (a), and (c) dividing the sum determined pursuant to clause (b) by the aggregate Outstanding Balance
of all fixed rate Eligible Loan Assets (other than a Defaulted Loan) included in the Collateral as of such date.


 


"Weighted Average
Coupon Test" means a test that will be satisfied on any date of determination if the Weighted Average Coupon is greater
than or equal to 4.50%.


 


"Weighted Average
Life" means, as of any date of determination, the number obtained by (a) for each Eligible Loan Asset (other than a Defaulted
Loan), multiplying the amount of each scheduled distribution of principal to be paid after such determination date by
the number of years (rounded to the nearest hundredth) from such determination date until such scheduled distribution of principal
is due; (b) summing all of the products calculated pursuant to clause (a); and (c) dividing the sum calculated
pursuant to clause (b) by the sum of all scheduled distributions of principal due on all the Eligible Loan Assets
(other than Defaulted Loans) as of such determination date.


 


"Weighted Average
Life Test" means a test that will be satisfied on any date of determination if the Weighted Average Life of all Eligible
Loan Assets as of such date is less than or equal to 7 years minus the number of full calendar quarters that have elapsed
since the Closing Date.


 


"Weighted
Average Spread" means, as of any date of determination, a fraction (expressed as a percentage) obtained by (a) multiplying
the Outstanding Balance of each floating rate Eligible Loan Asset (and, in the case of any Delayed Draw Loan Asset or any Revolving
Loan Asset, the unfunded portion of the commitment thereunder) (other than a Defaulted Loan) included in the Collateral as of such
date by its Effective Spread, (b) summing the amounts determined pursuant to clause (a), and (c) dividing the sum determined
pursuant to clause (b) by the aggregate Outstanding Balance of all floating rate Eligible Loan Assets (and the unfunded
portions of all Delayed Draw Loan Assets) (other than a Defaulted Loan) included in the Collateral as of such date.


 




    43


     


    

 


"Weighted
Average Spread Test" means a test that will be satisfied on any date of determination if the Weighted Average Spread is
greater than or equal to 3.00%.


 


"Yield"
means, for each Remittance Period, the sum of the following, payable on the Payment Date immediately succeeding such Remittance
Period: 


 


(a)          the
sum for each day in such Remittance Period of amounts determined in accordance with the following formula (but only to the extent
that such amounts were not previously paid to the Lenders):


 


YR x L


D


 


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


 


		plus	



 


(b)          the
sum for each day in such Remittance Period of amounts determined in accordance with the following formula (but only to the extent
that such amounts were not previously paid to the Lenders):


 


YR x L


D


 


	where:	YR	=	the Yield Rate applicable on such day;
	 	 	 	 
	 	L	=	the greater of (a) the Minimum Utilization minus the Advances Outstanding on such day, and (b) 0; and
	 	 	 	 
	 	D	=	360;


 


provided that (i) no provision of
this Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by Applicable Law
and (ii) Yield shall not be considered paid by any distribution if at any time such distribution is later required to be rescinded
by the Lender to the Borrower or any other Person for any reason including, such distribution becoming void or otherwise avoidable
under any statutory provision or common law or equitable action, including, any provision of the Bankruptcy Code.


 




    44


     


    

 


"Yield
Rate" means, for any Advance, as of any date of determination during any Remittance Period applicable to such Advance,
an interest rate per annum equal to LIBOR on such date plus the Applicable Margin.


 


"Zero-Coupon
Obligation" means any loan that, at the time of purchase, does not by its terms provide for the payment of cash interest.


 


Section 1.02         Other
Terms.


 


(a)          All
capitalized terms used which are not specifically defined shall have the meanings provided in Article 9 of the UCC in effect
on the date hereof to the extent the same are used or defined therein.


 


(b)          Except
as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests
an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request
an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change
in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance
herewith.


 


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


 


Section 1.04         Interpretation.


 


In each Transaction
Document, unless a contrary intention appears:


 


(a)          The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.


 


(b)          Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.


 


(c)          The
words "include," "includes" and "including" shall be deemed to be followed by the phrase "without
limitation."


 


(d)          The
word "will" shall be construed to have the same meaning and effect as the word "shall."


 


(e)          The
word "law" shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official
rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments,
orders and decrees, of all Governmental Authorities.


 




    45


     


    

 


(f)    
      Unless the context requires otherwise (i) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other
document as amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof
(subject to any restrictions on such amendments, modifications, supplements, restatements or replacements set forth herein),
(ii) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from
time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws),
(iii) any reference herein to any Person shall be construed to include such Person's successors and assigns (subject to
any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental
Authority that shall have succeeded to any or all functions thereof, (iv) the words "herein,"
"hereof" and "hereunder," and words of similar import, shall be construed to refer to this Agreement in
its entirety and not to any particular provision hereof, (v) all references herein to Articles, Sections, Exhibits,
Annexes and Schedules shall be construed to refer to Articles and Sections of, and Exhibits, Annexes and Schedules to, this
Agreement and (vi) the words "asset" and "property" shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and
contract rights.


 


(g)          Unless
expressly stated otherwise, any decision to be made at the discretion of the Administrative Agent (or any Lender) shall be in its
sole discretion.


 


(h)          All
calculations required to be made hereunder with respect to the Loan Assets and the Borrowing Base shall be made on a trade date
basis.


 


(i)      
    Reference to any time means New York, New York time (unless expressly specified otherwise).


 


(j)        
  Any reference to "close of business" means 5:00 p.m., New York, New York time.


 


(k)      
   Any use of the term "knowledge" in this Agreement shall mean actual knowledge.


 


Section 1.05         Deposits
and Contributions by the Transferor. Notwithstanding any other provision of this Agreement, the Transferor may, from
time to time in its sole discretion (x) make contributions of cash to the capital of the Borrower for deposit in any Account or
(y) make contributions of Loan Assets to the Borrower subject, in each case, to any limitations set forth in the Contribution
Agreement or under the "facts and assumptions" section of the opinion of counsel relating to certain bankruptcy matters
provided by the Borrower to the Administrative Agent on the Closing Date. All such amounts contributed will be included as cash
or Loan Assets of the Borrower as provided hereunder.


 




    46


     


    

 


ARTICLE
II


 


THE
FACILITY


 


Section 2.01         Advances.


 


(a)          Advances.
On the terms and conditions hereinafter set forth, from time to time from the Closing Date until the end of the Revolving Period,
the Borrower may request that the Lenders make Advances secured by the Collateral, in an aggregate amount up to the Availability
as of such date, to the Borrower for the purpose of (x) purchasing Eligible Loan Assets or (y) depositing funds in the Unfunded
Exposure Account in an amount up to the Unfunded Exposure Amount of the related Delayed Draw Loan Asset and/or Revolving Loan Asset;
provided that, other than pursuant to Section 2.02(f), no Lender shall be obligated to make any Advance on or after
the date that is two (2) Business Days prior to the earlier to occur of the Commitment Termination Date or the Facility Maturity
Date. Notwithstanding anything to the contrary herein, no Lender shall be obligated to provide the Borrower (or to the Unfunded
Exposure Account, if applicable) with aggregate funds in connection with an Advance that would exceed such Lender's unused Commitment
then in effect.


 


(b)          Promissory
Note. Upon the request of any Lender, the Borrower shall promptly execute and deliver to such Lender a promissory note of the
Borrower (in form and substance satisfactory to the Administrative Agent in its sole discretion) evidencing the Advances of such
Lender with appropriate insertions as to the date and principal amount.


 


Section 2.02         Procedure
for Advances.


 


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


 


(b)          For
each Advance, the Borrower shall deliver an irrevocable written notice in the form of a Notice of Borrowing to the Administrative
Agent and each Lender, with a copy to the Collateral Agent and the Collateral Custodian, no later than 2:00 p.m. at least one (1)
Business Day before the Business Day on which the Advance is to be made; provided that, if such Notice of Borrowing is delivered
later than 2:00 p.m. on such Business Day, such Notice of Borrowing shall be deemed to have been received on the following Business
Day. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested
and giving pro forma effect to the Advance requested and the use of the proceeds thereof) and an updated Loan Asset Schedule,
and shall specify:


 


(i)          the
proposed aggregate amount of such Advance; provided that, the amount of such Advance must be at least equal to $1,000,000;


 


(ii)         the
proposed date of such Advance;


 


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


 




    47


     


    

 


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


 


(v)         whether
such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account.


 


On the date of each
Advance, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with
the Notice of Borrowing, either make available to the Borrower, in same day funds, (x) an amount equal to such Lender's Pro Rata
Share of such Advance, for deposit by the Collateral Agent into the Principal Collection Subaccount or (y) an amount equal to such
Lender's Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable;
provided that, with respect to an Advance funded pursuant to Section 2.02(f), each Lender shall remit the Advance
equal to such Lender's Pro Rata Share of the Unfunded Exposure Amount Shortfall in the same day funds to the Unfunded Exposure
Account.


 


(c)          Each
Advance shall bear interest at the applicable Yield Rate.


 


(d)          Subject
to Section 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, the payment of
the Prepayment Premium, as applicable), on and after the Closing Date and prior to the end of the Revolving Period the Borrower
may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium.


 


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


 


(f)          If,
on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded
Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the "Unfunded Exposure Amount Shortfall").
Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the
funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance
with Section 2.02(b).


 


Section 2.03         Determination
of Yield. The Administrative Agent shall determine the Yield in respect of all Advances (including unpaid Yield related thereto,
if any, due and payable on a prior Payment Date) to be paid by the Borrower on each Payment Date for the related Remittance Period
and shall advise the Portfolio Manager (with notice to the Collateral Agent) thereof on or prior to the third (3rd) Business Day
prior to such Payment Date.


 


Section 2.04         Remittance
Procedures. The Portfolio Manager shall instruct the Collateral Agent by delivery of the Portfolio Management Report and,
if the Portfolio Manager fails to do so, the Administrative Agent may instruct the Collateral Agent, to apply funds on deposit
in the Controlled Accounts as described in this Section 2.04; provided that, at any time after delivery of a Notice
of Exclusive Control, the Administrative Agent shall instruct the Collateral Agent to apply funds on deposit in the Controlled
Accounts as described in this Section 2.04.


 




    48


     


    

 


(a)          Interest
Payments prior to an Event of Default. In the absence of a continuing Event of Default or prior to the occurrence of the Facility
Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section
2.04) transfer Interest Collections held by the Account Bank in the Collection Account to the following Persons in the
following amounts, calculated as of the most recent Determination Date, and priority:


 


(i)          to
the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations
of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense
Cap;


 


(ii)         to
the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause
(ii) shall not exceed the Administrative Expense Cap;


 


(iii)        to
the Portfolio Manager, in payment in full of all accrued and unpaid Portfolio Management Fees;


 


(iv)        pro
rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield and any Unused Fee that are
accrued and unpaid as of the last day of the related Remittance Period;


 


(v)         pro
rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys'
fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender
under the Transaction Documents;


 


(vi)        to
pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma
basis after giving effect to all payments through this clause (vi);


 


(vii)       to
pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii),
in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid
in full;


 


(viii)      to
the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained
therein;


 


(ix)         to
pay to the Portfolio Manager, all reasonable expenses incurred in connection with the performance of its duties under the Transaction
Documents;


 




    49


     


    

 


(x)          at
the discretion of the Portfolio Manager, to fund the Unfunded Exposure Account in an amount up to the Aggregate Unfunded Exposure
Amount;


 


(xi)         to
make any Permitted Tax Distributions or Permitted Distributions at the direction of the Borrower; and


 


(xii)        so
long as no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collections.


 


(b)          Principal
Payments prior to an Event of Default. In the absence of a continuing Event of Default or prior to the occurrence of the Facility
Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section
2.04) transfer Principal Collections held by the Account Bank in the Collection Account to the following Persons in the following
amounts, calculated as of the most recent Determination Date, and priority:


 


(i)          to
pay amounts due under Section 2.04(a)(i) through 2.04(a)(v), to the extent not paid thereunder;


 


(ii)         (A)
during the Revolving Period, at the discretion of the Portfolio Manager, to fund the Unfunded Exposure Account in an amount up
to the aggregate Unfunded Exposure Equity Amount; or (B) during the Amortization Period, to fund the Unfunded Exposure Account
in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;


 


(iii)        (A)
during the Revolving Period, to pay amounts due under Section 2.04(a)(vi) but only to the extent not paid in full thereunder
and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect
to all payments through this clause (iii); or (B) during the Amortization Period, to repay the Advances Outstanding, and
any accrued and unpaid Prepayment Premium, until paid in full;


 


(iv)        to
the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i);


 


(v)         to
pay amounts due under Section 2.04(a)(ix) to the extent not paid thereunder; and


 


(vi)        so
long as no Unmatured Event of Default has occurred and is continuing, to the Borrower any remaining amounts as Principal Collections.


 


(c)          Payment
on and after the occurrence of an Event of Default. If (x) an Event of Default is continuing, (y) a Borrowing Base Deficiency
exists and has not been remedied in accordance with Section 2.06 within the time period set forth therein or (z) in any
case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral
Agent shall (as directed pursuant to the first paragraph of this Section 2.04) transfer collected funds held by the Account
Bank in the Collection Account to the following Persons in the following amounts, calculated as of the prior Business Day, and
priority:


 




    50


     


    

 


(i)          to
the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations
of the Borrower; provided that the aggregate amounts payable under this clause (a)(i) shall not exceed the Tax Expense
Cap;


 


(ii)         to
the payment of accrued and unpaid Administrative Expenses, without regard to the Administrative Expense Cap;


 


(iii)        to
the Portfolio Manager, in payment in full of all accrued and unpaid Portfolio Management Fees;


 


(iv)        pro
rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield and any Unused Fee that are
accrued and unpaid as of the last day of the related Remittance Period;


 


(v)         pro
rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys'
fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender
under the Transaction Documents;


 


(vi)        to
pay the Advances Outstanding, and any applicable Prepayment Premium, until paid in full;


 


(vii)       to
fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate
Unfunded Exposure Amount;


 


(viii)      [reserved];


 


(ix)         to
the Portfolio Manager, in payment in full of all accrued and unpaid Supplemental Portfolio Management Fees to the extent not paid
pursuant to clause (iii) above due to the limitation contained therein but only to the extent that the Portfolio Manager
is not an Affiliate of the Borrower or the Transferor;


 


(x)          to
the Portfolio Manager, all reasonable expenses incurred in connection with the performance of its duties under the Transaction
Documents; and


 


(xi)         to
the Borrower, any remaining amounts.


 




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(d)          Unfunded
Exposure Account. Funds on deposit in the Unfunded Exposure Account as of any date of determination may be withdrawn to fund
draw requests of the relevant Obligors under any Delayed Draw Loan Asset or any Revolving Loan Asset; provided that, during
the Amortization Period, all such draw requests shall be funded only from amounts on deposit in the Unfunded Exposure Account.
Any such draw request made by an Obligor, along with wiring instructions for the applicable Obligor, shall be forwarded by the
Borrower or the Portfolio Manager to the Collateral Agent (with a copy to the Administrative Agent) in the form of a Disbursement
Request, and the Collateral Agent shall instruct the Account Bank to fund such draw request in accordance with the Disbursement
Request. Notwithstanding anything to the contrary herein, any Principal Collections or Interest Collections paid to the Borrower
shall be deposited promptly into the Unfunded Exposure Account to the extent required to cause the Unfunded Exposure Test to be
satisfied. As of any date of determination, the Portfolio Manager (or, after delivery of a Notice of Exclusive Control, the Administrative
Agent) may cause any amounts on deposit in the Unfunded Exposure Account that exceed the Aggregate Unfunded Exposure Amount or,
during the Revolving Period, the Unfunded Exposure Equity Amount, in each case, to be deposited into the Principal Collection Subaccount
as Principal Collections or Interest Collection Subaccount as Interest Collections, as directed by the Portfolio Manager. If, at
any time, the Administrative Agent determines that at Delayed Draw Loan Asset or a Revolving Loan Asset is no longer an Eligible
Loan Asset, the Portfolio Manager (on behalf of the Borrower) shall use commercially reasonable efforts to sell such Delayed Draw
Loan Asset or such Revolving Loan Asset in accordance with Section 2.07 to minimize the related Unfunded Exposure Amount.


 


(e)          Insufficiency
of Funds. The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts
due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due,
all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and
the other Transaction Documents. The parties further agree that amounts that may be distributed to the holders of any Equity Interest
in the Borrower are fully subordinated and junior to the Obligations of the Borrower to the Secured Parties. In the event the Borrower
is subject to a Bankruptcy Event, any claim that the Borrower or the holders of any Equity Interest in the Borrower may have with
respect to the such distributions shall, notwithstanding anything to the contrary herein and notwithstanding any objection to,
or rescission of, such filing, be fully subordinate in right of payment to the Obligations of the Borrower to the Secured Parties.
The foregoing sentence and the provisions of Section 2.04 shall constitute a "subordination agreement" within
the meaning of Section 510(a) of the Bankruptcy Code.


 


(f)          Repayment
of Obligations. Notwithstanding anything to the contrary contained herein, the Borrower shall repay the Advances Outstanding,
all accrued and unpaid Yield, Increased Costs, all accrued and unpaid costs and expenses of the Administrative Agent and Lenders
and all other Obligations (other than unmatured contingent indemnification obligations) in full on the Facility Maturity Date.


 


Section 2.05         Instructions
to the Collateral Agent and the Account Bank. All instructions and directions given to the Collateral Agent or the Account
Bank by the Portfolio Manager, the Borrower or the Administrative Agent pursuant to Section 2.04 shall be in writing (including
instructions and directions transmitted to the Collateral Agent or the Account Bank by or email), and such written instructions
and directions shall be delivered with a written certification that such instructions and directions are in compliance with the
provisions of Section 2.04. The Portfolio Manager and the Borrower shall immediately transmit to the Administrative Agent
by email a copy of all instructions and directions given to the Collateral Agent or the Account Bank by such party pursuant to
Section 2.04. The Administrative Agent shall promptly transmit to the Portfolio Manager and the Borrower by email a copy
of all instructions and directions given to the Collateral Agent or the Account Bank by the Administrative Agent pursuant to Section
2.04. If the Administrative Agent disagrees with the computation of any amounts to be paid or deposited by the Borrower or
the Portfolio Manager under Section 2.04 or otherwise pursuant to this Agreement, it shall so notify the Borrower, the
Portfolio Manager and the Collateral Agent, as applicable, in writing and in reasonable detail to identify the specific disagreement.
If such disagreement cannot be resolved within two (2) Business Days, the determination of the Administrative Agent as to such
amounts shall be conclusive and binding on the parties hereto absent manifest error. In the event the Collateral Agent or the
Account Bank receives instructions from the Portfolio Manager or the Borrower which conflict with any instructions received from
the Administrative Agent, the Collateral Agent or the Account Bank, as applicable, shall rely on and follow the instructions given
by (x) the Portfolio Manager or the Borrower, if no Event of Default or Unmatured Event of Default has occurred and is continuing,
or (y) the Administrative Agent, if an Event of Default or Unmatured Event of Default has occurred and is continuing.


 




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Section 2.06         Borrowing
Base Deficiency Payments.


 


(a)          In
addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement,
if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower shall, within two (2) Business
Days (such date, the "Borrowing Base Deficiency Response Date") elect one or more (or any combination thereof)
of the following actions in order to eliminate such Borrowing Base Deficiency: (i) deposit cash in Dollars into the Principal Collection
Subaccount, (ii) repay Advances Outstanding, (iii) subject to the approval of the Administrative Agent, in its sole discretion,
Grant additional Eligible Loan Assets (including, pursuant to a contribution to capital of the Borrower from any holder of Equity
Interests in the Borrower); provided that such contribution of Eligible Loan Assets settles within ten (10) days after such
contribution, (iv) enter into commitments to purchase additional Eligible Loan Assets to the extent acceptable to the Administrative
Agent in its sole discretion; provided that the Borrower shall Grant such additional Eligible Loan Assets to the Collateral
Agent not later ten (10) days after entering into such commitments and/or (v) enter into commitments to sell certain Eligible Loan
Assets in accordance with Section 2.07; provided that (A) such Eligible Loan Assets shall not be sold for less than
the Assigned Value therefor unless otherwise approved by the Administrative Agent, in its sole discretion and (B) such sale settles
within ten (10) Business Days after the related trade date.


 


(b)          No
later than 2:00 p.m. on a Borrowing Base Deficiency Response Date, the Borrower (or the Portfolio Manager on its behalf) shall
deliver to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian) (i) notice that such date
is a Borrowing Base Deficiency Response Date of the action being taken on such Borrowing Base Deficiency Response Date, together
with a duly completed Borrowing Base Certificate as of such date and giving pro forma effect to all actions being taken
on such date to cure the related Borrowing Base Deficiency, (ii) if the Borrower intends to sell an Eligible Loan Asset, a statement
to such effect and a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be sold and, if the
Borrower intends to purchase an Eligible Loan Asset, the items required pursuant to Section 3.04 and (iii) to the Administrative
Agent, if applicable, evidence satisfactory to the Administrative Agent in its sole discretion of the applicable purchase or sale.
Any notice pertaining to any repayment pursuant to this Section 2.06(a) shall be irrevocable and the Borrower shall deposit
cash in Dollars into the Principal Collection Subaccount by 5:00 p.m. on the related Borrowing Base Deficiency Response Date. Any
notice pertaining to any purchase or sale pursuant to this Section 2.06 shall be irrevocable; provided that, if any
purchase or sale of an Eligible Loan Asset fails to settle within the period specified in Section 2.06(a), the Borrower
may deposit cash into the Principal Collection Subaccount in an amount necessary to cure the related Borrowing Base Deficiency
by the earlier of (x) the date on which the Borrower has knowledge that such purchase or sale will not settle or (y) the last day
of the period specified in Section 2.06(a) for such purchase or sale.


 




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Section 2.07         Sale
of Loan Assets; Affiliate Transactions.


 


(a)          Discretionary
Sales. The Borrower shall be permitted to sell Loan Assets to Persons, including Affiliates of the Transferor, from time to
time prior to the declaration or automatic occurrence of the Facility Maturity Date (such sale, a "Discretionary Sale");
provided that (i) the proceeds of such sale shall be deposited into the Collection Account to be disbursed in accordance
with Section 2.04 hereof, (ii) any sale to an Affiliate of the Transferor meets the requirements set forth in Section
2.07(d) below, (iii) after giving effect to any such sale, no Borrowing Base Deficiency shall exist and (iv) no event has occurred,
or would result from such sale, which constitutes an Event of Default and no event has occurred and is continuing, or would result
from such sale, which constitutes an Unmatured Event of Default.


 


(b)          Warranty
Breach Loan Asset. The Borrower shall transfer any Warranty Breach Loan Asset to the Transferor in accordance with the Contribution
Agreement and cause any indemnification or sales proceeds in connection therewith (which proceeds shall be at least equal to the
cash portion of the purchase price paid by the Borrower for such Warranty Breach Loan Asset) to be deposited directly into the
Collection Account. The Borrower shall notify the Collateral Agent of any amount to be deposited into the Collection Account. Upon
confirmation of the deposit of such indemnification or sales proceeds into the Collection Account, 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 right, title and interest and any Lien of the Collateral Agent, for the benefit of the Secured
Parties in, to and under the Warranty Breach Loan Asset and any Related Asset and all future monies due or to become due with respect
thereto.


 


(c)          Conditions
to Sales. Any sales effected pursuant to Section 2.07(a)
shall be subject to the satisfaction of the following conditions (as certified in writing to the Administrative Agent and Collateral
Agent by the Borrower):


 


(i)          the
Borrower shall deliver a Borrowing Base Certificate (which gives effect to such sale on a pro forma basis) and an updated
Loan Asset Schedule to the Administrative Agent in connection with such sale;


 


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


 




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(iii)        no
selection procedures which are primarily intended to be adverse to the interests of the Administrative Agent or the Lenders were
utilized by the Borrower in the selection of the Loan Assets to be sold, repurchased or substituted;


 


(iv)        the
Borrower shall give one (1) Business Day's notice of such sale to the Administrative Agent and Collateral Agent;


 


(v)         the
Borrower shall notify the Administrative Agent (with a copy to the Collateral Agent) of any amount to be deposited into the Collection
Account in connection with any sale; and


 


(vi)        any
repayment of Advances Outstanding in connection with any sale of Loan Assets hereunder shall comply with the requirements set forth
in Section 2.16.


 


(d)          Affiliate
Transactions. Notwithstanding anything to the contrary set forth herein or in any other Transaction Document, any sales
of Loan Assets from the Borrower to an Affiliate of the Borrower shall be at arm's-length and subject to the further conditions
that all such sales must be at a price for each Loan Asset at least equal to the Outstanding Balance of such Loan Asset multiplied
by the respective Assigned Value or, in the event a Value Adjustment Event has occurred with respect to such Loan Asset, the "fair
market value" of such Loan Asset. Each determination of "fair market value" pursuant to this Section 2.07(d)
shall be made by the Portfolio Manager in accordance with the Standard of Care.


 


(e)          Limitations
on Sales. The Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets) sold to Affiliates of the Transferor
pursuant to Section 2.07(a) whose Assigned Value was not reduced by the Administrative Agent after the applicable Cut-Off
Date during the preceding period of 12 calendar months (or for the first 12 calendar months after the Closing Date, during the
period commencing on the Closing Date), after giving effect to such sale, is not greater than 20% of the Total Borrower Capitalization
as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be). The Outstanding Balance of
all Defaulted Loans (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) to the Transferor or an Affiliate
during the preceding period of 12 calendar months (or for the first 12 calendar months after the Closing Date, during the period
commencing on the Closing Date), after giving effect to such sale, is not greater than 20% of the Total Borrower Capitalization
as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be). Notwithstanding the foregoing,
the Borrower shall be permitted to sell any Defaulted Loan, Margin Stock or Equity Security to Persons pursuant to Section 2.07(a)
at any time; provided that, during the continuance of an Event of Default, the prior written consent of the Administrative
Agent shall be required for any such sale.


 




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Section 2.08         Payments
and Computations, Etc.


 


(a)          All
amounts to be paid or deposited by the Borrower or the Portfolio Manager hereunder shall be paid or deposited in accordance with
the terms hereof no later than 1:00 p.m. on the day when due in Dollars in immediately available funds to the Collection Account
or such other account as is designated by the Administrative Agent. The deposit of sufficient amounts in the Collection Account
by such time shall constitute timely payment by the Borrower notwithstanding any subsequent failure by the Collateral Agent to
disburse such amounts when due. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections
if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for
any reason. All computations of interest and all computations with respect to the Yield and the Yield Rate shall be computed on
the basis of a year of three hundred and sixty (360) days and the actual number of days elapsed. Each Advance shall accrue interest
at the Yield Rate for each day beginning on, and including, the Advance Date with respect to such Advance and ending on, but excluding,
the date such Advance is repaid in full.


 


(b)          Whenever
any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable
hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full
amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such unpaid amounts shall remain
due and owing and shall be payable on the next succeeding Payment Date until repaid in full.


 


Section 2.09         Unused
Fee. The Borrower shall pay, in accordance with Section 2.04, pro rata to each Lender, an unused fee (the "Unused
Fee") payable in arrears for each Remittance Period, equal to the sum of the products for each day during such
Remittance Period of (a) one divided by three hundred and sixty (360), (b) the applicable Unused Fee Rate and (c) the Facility
Amount minus the greater of (i) the Advances Outstanding on such date and (ii) the Minimum Utilization.


 


Section 2.10         Increased
Costs; Capital Adequacy.


 


(a)          If
any Change in Law shall increase the cost to or impose a cost upon any Affected Party of funding or making or maintaining any Advance
or of maintaining its obligation to make any such Advance or otherwise performing its obligations under the Transaction Documents
or to increase the cost to such Affected Party or to reduce the amount of any sum received or receivable by such Affected Party,
whether of principal, interest or otherwise or to require any payment calculated by reference to the amount of interest or loans
received or held by such Affected Party, then the Borrower will pay to such Affected Party such additional amount or amounts as
will compensate such Affected Party for such additional costs incurred or reduction suffered.


 


(b)          If
any Affected Party 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 Party's capital or on the capital of Affected Party's holding company, if any, as
a consequence of this Agreement or the Advances made by such Affected Party to a level below that which such Affected Party or
Affected Party's holding company could have achieved but for such Change in Law (taking into consideration such Affected Party's
policies and the policies of such Affected Party's holding company with respect to capital adequacy and liquidity), then from time
to time the Borrower will pay to such Affected Party such additional amount or amounts as will compensate such Affected Party or
Affected Party's holding company for any such reduction suffered.


 




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(c)          A
certificate of an Affected Party providing an explanation of the applicable Change in Law and setting forth the amount or amounts
necessary to compensate such Affected Party or its holding company, as the case may be, as specified in clause (a) or (b)
of this Section 2.10 shall be delivered to the Borrower and shall be conclusive absent manifest error. In determining any
amount provided for in this Section 2.10, the Affected Party
may use any reasonable averaging and attribution methods. The Borrower shall pay such Affected Party the amount shown as due on
any such certificate on the Payment Date following receipt thereof.


 


(d)          Failure
or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.10 shall not constitute a waiver
of any Affected Party's right to demand such compensation; provided that the Borrower shall not be required to compensate
any Affected Party pursuant to this Section 2.10 for any increased costs or reductions incurred more than one hundred and
twenty (120) days prior to the date that such Affected Party notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Affected Party'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 one hundred and twenty (120)-day
period referred to above shall be extended to include the period of retroactive effect thereof.


 


(e)          In
the event that any Affected Party shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by such Affected Party to make any purchase or loan or maintain any purchase
or loan) as a result of any Advance not being made in accordance with a request therefor under Section 2.02, then,
on the Payment Date following written notice from such Affected Party to the Borrower, the Borrower shall pay to such Affected
Party, the amount of such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in
the absence of manifest error, be conclusive and binding upon the Borrower.


 


Section 2.11         
Taxes.


 


(a)          Any
and all payments made by the Borrower will be made free and clear of and without deduction or withholding for or on account of
any Taxes. If any Taxes are required by Applicable Law to be withheld from any amounts payable to any Recipient, then the applicable
withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld
to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the amount
payable by the Borrower to such Person will be increased as necessary (the amount of such increase, the "Additional
Amount") such that every net payment made under this Agreement after withholding or deduction for or on account
of any Taxes (including, such deductions and withholdings applicable to additional sums payable under this Section) is not less
than the amount that would have been paid had no such deduction or withholding been made.


 


(b)          The
Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative
Agent or a Lender timely reimburse it for the payment of, any Other Taxes.


 




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(c)          The
Borrower will indemnify, from funds available to it pursuant to Section
2.04 each Recipient for the full amount of Indemnified Taxes (including Indemnified Taxes imposed or asserted on or
attributable to amounts payable under this Section 2.11) payable or paid by such Person or required to be withheld or deducted
from a payment to such Recipient and any reasonable expenses (including penalties, interest and expenses) arising therefrom or
with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. All payments in respect of this indemnification shall be made within ten (10) days from the date a written demand therefor
is delivered to the Borrower. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender
(with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error.


 


(d)          Each
Lender shall severally indemnify the Administrative Agent, within ten (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), and (ii) any Excluded Taxes attributable
to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Transaction 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 Transaction 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
2.11(d).


 


(e)          As
soon as practicable after the date of any payment by the Borrower of any Taxes, the Borrower will furnish to the Administrative
Agent at the applicable address set forth on this Agreement, appropriate evidence of payment thereof.


 


(f)          Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction
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 Section 2.11(f)(i), (ii) and (iii)) 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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(i)          If
any Lender is not a United States Tax Person, such Lender shall deliver to the Borrower, to the extent legally entitled to do so,
with a copy to the Administrative Agent, (x) on or prior to the date such Lender becomes a party to the Agreement (and from time
to time thereafter upon reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:


 


a.           in
the case of a 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 Transaction Document, executed copies of IRS Form W-8BEN or W-8BEN-E 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 Transaction Document, IRS Form W-8BEN or W-8BEN-E 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 IRS Form W-8ECI;


 


c.           in
the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate
substantially in the form of Exhibit K-1 to the effect that such 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 IRS Form W-8BEN or W-8BEN-E; or


 


d.           to
the extent a Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN
or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit K-2 or Exhibit K-3, IRS Form
W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Lender is a partnership
and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide
a U.S. Tax Compliance Certificate substantially in the form of Exhibit K-4 on behalf of each such direct and indirect partner;


 


(ii)         If
a Lender is a United States Tax Person, such Lender shall deliver to the Borrower, with a copy to the Administrative Agent, on
or prior to the date such Lender becomes a party to this Agreement (and from time to time thereafter upon reasonable request of
the Borrower or the Administrative Agent), two (or such other number as may from time to time by prescribed by Applicable Law)
duly completed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax.


 




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(iii)        If
a payment made to a Lender under any Transaction 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 Lender shall deliver to the Borrower and the Administrative Agent at the time or times
prescribed by Applicable 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 Lender has complied with such Lender's obligations under
FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iii), "FATCA"
shall include any amendments made to FATCA after the date of this Agreement.


 


(iv)        If
any Lender is not a United States Tax Person, such Lender shall, to the extent it is legally entitled to do so, deliver to the
Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) 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 the Administrative 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 Administrative Agent to determine the withholding or deduction required to be made.


 


(v)         Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 2.11(f) 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.


 


(g)          Unless
required by Applicable Law, at no time shall the Administrative 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. If any party determines, in its sole discretion exercised in good faith, that it has received
a refund of any Indemnified Taxes as to which it has been indemnified or paid Additional Amounts pursuant to this Section 2.11,
it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made or Additional
Amounts paid under this Section 2.11 with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such
indemnified party the amount paid over pursuant to this Section 2.11(g) (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such
Governmental Authority. Notwithstanding anything to the contrary in this Section 2.11(g), in no event will the indemnified
party by required to pay any amount to any indemnifying party pursuant to this Section 2.11(g) the payment of which would
place the indemnified party in a less favorable net after-Tax position that the indemnified party would have been in if the indemnification
payments or Additional Amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require
any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential)
to the indemnifying party or any other Person.


 




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(h)          Each
party's obligations under this Section 2.11 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 Commitments and the repayment, satisfaction
or discharge of all obligations under any Transaction Document.


 


(i)          If
at any time the Borrower shall be liable for the payment of any Additional Amounts in accordance with this Section
2.11, then the Borrower shall have the option to terminate this Agreement (in accordance with the provisions of Section
2.16(b)); provided that such option to terminate shall in no event relieve the Borrower of paying any amounts
owing pursuant to this Section 2.11 in accordance with the
terms hereof.


 


Section 2.12         Grant
of a Security Interest; Collateral Assignment of Agreements.


 


(a)          To
secure the prompt, complete and indefeasible payment in full when due, whether by lapse of time, acceleration or otherwise, of
the Obligations and the performance by the Borrower of all of the covenants and obligations to be performed by it pursuant to this
Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or
absolute or contingent (collectively, the "Secured Obligations"), the Borrower hereby (i) collaterally assigns
and pledges to the Collateral Agent, on behalf of the Secured Parties and (ii) Grants a security interest to the Collateral Agent,
on behalf of the Secured Parties, in all of the Borrower's right, title and interest in, to and under (but none of the obligations
under) all of the Collateral, whether now existing or hereafter arising or acquired by the Borrower, and wherever the same may
be located. For the avoidance of doubt, the Collateral shall not include any Excluded Amounts, and the Borrower does not hereby
assign, pledge or Grant a security interest in any such amounts. Anything herein to the contrary notwithstanding, (x) the Borrower
shall remain liable under the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder
to the same extent as if this Agreement had not been executed, (y) the exercise by the Collateral Agent, for the benefit of the
Secured Parties, of any of its rights in the Collateral shall not release the Borrower from any of its duties or obligations under
the Collateral, and (z) none of the Administrative Agent, the Collateral Agent, any Lender nor any Secured Party shall have any
obligations or liability under the Collateral by reason of this Agreement, nor shall the Administrative Agent, the Collateral Agent,
any Lender nor any Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take
any action to collect or enforce any claim for payment assigned hereunder.


 


The foregoing Grant
shall, for the purpose of determining the property subject to the Lien of this Agreement, be deemed to include any securities and
any investments Granted to the Collateral Agent by or on behalf of the Borrower, whether or not such securities or investments
satisfy the criteria set forth in the definitions of "Eligible Loan Asset" or "Permitted Investments," as the
case may be.


 




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(b)          In
furtherance and not in limitation of the foregoing, the Borrower hereby collaterally assigns to the Collateral Agent, for the benefit
of the Secured Parties, its right to indemnification under the Contribution Agreement. The Borrower confirms that following the
occurrence of an Event of Default and the declaration of the Facility Maturity Date pursuant to Section 6.01 or automatic
occurrence thereof and until the Collection Date the Collateral Agent (at the direction of the Administrative Agent) on behalf
of the Secured Parties shall have the sole right to enforce the Borrower's rights and remedies under the Contribution Agreement
and any UCC financing statements filed under or in connection therewith for the benefit of the Secured Parties.


 


The parties hereto
agree that such collateral assignment to the Collateral Agent, for the benefit of the Secured Parties, shall terminate upon the
Collection Date.


 


Section 2.13         Evidence
of Debt. The Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of the Borrower, at its
address referred to in Section 11.02 a copy of each assignment
and acceptance agreement and participation agreement delivered to and accepted by it and a register for the recordation of the
names and addresses and interests of the Lenders (including principal amounts and stated interest on the Advances) (the "Register").
The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative
Agent and each Lender shall treat each person whose name is recorded in the Register as a Lender under this Agreement for all
purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time
during business hours and from time to time upon reasonable prior notice. No Advance hereunder shall be assigned or sold, in whole
or in part without registering such assignment or sale on the Register.


 


Section 2.14         Release
of Loan Assets. The Borrower may obtain the release of (a) any Loan Asset (and the Related Asset) sold or substituted in accordance
with the applicable provisions of Section 2.07 (which release
shall be automatic and deemed given upon compliance with the provisions of Section 2.07), (b) any Loan Asset (and
the Related Asset) with respect to which all amounts have been paid in full by the related Obligor and deposited in the Collection
Account and (c) the entire Collateral following the Collection Date. The Collateral Agent, for the benefit of the Secured Parties,
shall, at the sole expense of the Portfolio Manager and the Borrower and at the direction of the Administrative Agent, execute
such documents and instruments of release as may be prepared by the Portfolio Manager on behalf of the Borrower, give notice of
such release to the Collateral Custodian (in the form of Exhibit G)
(unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be
requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification
by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver
the Required Loan Documents to the Borrower.


 


Section 2.15         Treatment
of Amounts Received by the Borrower. Amounts received by the Borrower pursuant to Section
2.07 on account of Loan Assets shall be treated as payments of Principal Collections or Interest Collections, as applicable,
on Loan Assets hereunder.


 




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Section 2.16         Prepayment;
Termination; Reduction; Increase of the Facility Amount; Early Amortization Election.


 


(a)          Except
as expressly permitted or required herein (including, any repayment necessary to cure a Borrowing Base Deficiency, which is governed
by Section 2.06), Advances Outstanding may only be prepaid in whole or in part at the option of the Borrower at any time
by delivering a Notice of Reduction to the Administrative Agent and the Collateral Agent at least one (1) Business Day, or in the
case of any prepayment in whole, at least three (3) Business Days, prior to such prepayment. Upon any prepayment, the Borrower
shall also pay in full all accrued and unpaid Yield, Increased Costs and all documented accrued and unpaid costs and expenses of
the Administrative Agent and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall
be given effect unless sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative
Agent, in its sole discretion. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section
2.16(a) to the pro rata reduction of the Advances Outstanding. Any notice relating to any repayment pursuant
to this Section 2.16(a) shall be irrevocable.


 


(b)          The
Borrower may, at its option and upon three (3) Business Days' prior written notice of such termination or permanent reduction in
the form of Exhibit F to the Administrative Agent and the Collateral Agent, either (i) terminate this Agreement and the
other Transaction Documents upon payment in full of all Advances Outstanding, all accrued and unpaid Yield and Fees, Increased
Costs, all documented accrued and unpaid costs and expenses of the Administrative Agent and Lenders, (if applicable) payment of
the Prepayment Premium pro rata to each Lender and payment of all other Obligations (other than unmatured contingent indemnification
obligations), or (ii) permanently reduce in part the Facility Amount upon payment in full, all accrued and unpaid Yield and Unused
Fees (pro rata with respect to the portion of the Facility Amount so reduced), Increased Costs, all accrued and unpaid costs
and expenses of the Administrative Agent and Lenders and (if applicable) the Prepayment Premium pro rata to each Lender.
Any Termination/Reduction Notice relating to any reduction or termination pursuant to this Section 2.16(b)
shall be irrevocable. The Commitment of each Lender shall be reduced by an amount equal to its Pro Rata Share (prior to giving
effect to any reduction of Commitments hereunder) of the aggregate amount of any reduction under this Section 2.16(b).


 


(c)          The
Borrower hereby acknowledges and agrees that the Prepayment Premium (when and if due) constitutes additional consideration for
the Lenders to enter into this Agreement. No Prepayment Premium shall be due hereunder except in connection with an optional termination
or permanent reduction of the Facility Amount (in whole or in part) pursuant to Section 2.16(b)
prior to the three (3) year anniversary of the Closing Date; provided that no Prepayment Premium shall be payable in connection
with any optional termination and permanent reduction of the Facility Amount (in whole or in part) at any time while any amounts
are being charged to the Borrower pursuant to Section 2.10 or following a default by any Lender of its obligation to make
Advances hereunder to the extent such default has not been cured by such Lender or waived by the Borrower in writing.


 




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(d)          The
Borrower may elect to terminate the Revolving Period and begin the Amortization Period (such election, the "Early Amortization
Election") in the event that the Administrative Agent (i) rejects in its sole discretion Loan Assets that otherwise satisfy
the Eligibility Criteria (without giving effect to the first proviso set forth in the lead-in paragraph to Schedule II) or (ii)
approves an Advance Rate for an Eligible Loan Asset that is less than the Advance Rate as set forth in the Advance Rate Matrix
for such loan type (unless the Borrower in its sole discretion agrees to such lower Advance Rate), in either case, more than five
(5) times in any trailing twelve (12) month period; provided, that, in the case of clause (i) above, each such Loan Asset
was owned by the Transferor or an agreement to acquire such Loan Asset had been negotiated by the Borrower and which will be entered
into immediately after approval from the Administrative Agent, in each case, at the time the related approval requested was submitted
to the Administrative Agent and the Borrower has provided satisfactory evidence to the Administrative Agent of such ownership or
trade. For the avoidance of doubt, after an Early Amortization Election, the Borrower may no longer request or obtain any Advances
and the Facility Amount will be reduced to an amount equal to the Advances Outstanding on the date on which the Borrower notifies
the Administrative Agent of such Early Amortization Election.


 


Section 2.17         Collections
and Allocations.


 


(a)          The
Collateral Agent shall promptly identify all Available Collections received in the Collection Account as being on account of Interest
Collections or Principal Collections (as designated by the Portfolio Manager) and shall segregate all Interest Collections and
Principal Collections and transfer the same to the Interest Collection Subaccount and the Principal Collection Subaccount, respectively.
If the Portfolio Manager receives any collections directly, the Borrower shall cause the Portfolio Manager to transfer, or cause
to be transferred, any such collections received directly by it (if any) to the Collection Account by the close of business within
two (2) Business Days after such Collections are received; provided that the Portfolio Manager shall identify to the Collateral
Agent any collections received directly by the Portfolio Manager as being on account of Interest Collections or Principal Collections.
The Collateral Agent shall further provide to the Portfolio Manager a statement as to the amount of Interest Collections and Principal
Collections on deposit in the Interest Collection Subaccount and the Principal Collection Subaccount as of the close of business
on the preceding Business Day no later than the close of business on each Business Day on which Collections are received. It is
understood and agreed that the Portfolio Manager shall remain liable for the proper allocation of the aforementioned Collections
into the appropriate accounts.


 


(b)          On
the date on which any Eligible Loan Asset is acquired by the Borrower, the Portfolio Manager will deposit or will cause the Borrower
to deposit into the Collection Account all Available Collections received (if any) in respect of such Eligible Loan Asset on such
date.


 


(c)          With
the prior written consent of the Administrative Agent (a copy of which will be provided by the Portfolio Manager to the Collateral
Agent), the Borrower may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Borrower
(or the Portfolio Manager on behalf of the Borrower) has, prior to such withdrawal and consent, delivered to the Administrative
Agent a report setting forth the calculation of such Excluded Amounts in form and substance satisfactory to the Administrative
Agent and the Collateral Agent in their sole discretion.


 




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(d)          Prior
to the delivery of a Notice of Exclusive Control, the Portfolio Manager shall, pursuant to written instruction (which may be in
the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the
Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written
instruction, such funds shall be invested in the Standby Investment. A Permitted Investment acquired with funds deposited in any
Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or
disposed of prior to its maturity. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee
for the benefit of the Collateral Agent. All income and gain realized from any such investment, as well as any interest earned
on deposits in any Controlled Account shall be distributed in accordance with the provisions of Article
II hereof. The Borrower shall deposit in the Collection Account or the Unfunded Exposure Account, as the case may be
(with respect to investments made hereunder of funds held therein), an amount equal to the amount of any actual loss incurred,
in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the
Collateral Custodian, the Administrative Agent or any Lender shall be liable for the amount of any loss incurred, in respect of
any investment, or lack of investment, of funds held in any Controlled Account. The parties hereto acknowledge that the Collateral
Agent, the Administrative Agent, a Lender or any of their respective Affiliates may receive compensation with respect to the Permitted
Investments.


 


(e)          Until
the Collection Date, neither the Borrower (nor the Portfolio Manager on behalf of the Borrower) shall have any rights of direction
or withdrawal, with respect to amounts held in any Controlled Account, except to the extent explicitly set forth in Section
2.04, Section 17(c), Section 2.18 or Section
5.02(j).


 


Section 2.18         Reinvestment
of Principal Collections.


 


On the terms and conditions
hereinafter set forth in this Section 2.18 as certified
in writing to the Collateral Agent and the Administrative Agent, prior to the end of the Revolving Period, the Borrower (or the
Portfolio Manager on behalf of the Borrower) may, to the extent of any Principal Collections on deposit in the Principal Collection
Subaccount:


 


(a)          direct
the Collateral Agent to withdraw such funds for the purpose of reinvesting in additional Eligible Loan Assets to be Granted hereunder;
provided that all conditions precedent set forth in Section
3.04 have been satisfied and delivery of a Disbursement Request executed by the Borrower and a Responsible Officer of
the Portfolio Manager; or


 


(b)          direct
the Collateral Agent to withdraw such funds for the purpose of making payments in respect of the Advances Outstanding at such time
in accordance with and subject to the terms of Section 2.16.


 


Upon the satisfaction
of the applicable conditions set forth in this Section 2.18
(as certified by the Borrower to the Collateral Agent and the Administrative Agent, on which certification the Collateral Agent
may conclusively rely), the Collateral Agent shall release funds from the Principal Collection Subaccount as directed by the Borrower
(or the Portfolio Manager on behalf of the Borrower) in an amount not to exceed the lesser of (x) the amount requested by the Portfolio
Manager for reinvestment or repayment and (y) the amount on deposit in the Principal Collection Subaccount on such day.


 







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ARTICLE
III


 


CONDITIONS
PRECEDENT


 


Section 3.01         Conditions
Precedent to Effectiveness.


 


(a)          This
Agreement shall be effective upon satisfaction of the conditions precedent that:


 


(i)          in
the judgment of the Administrative Agent, there has not been (x) any change in Applicable Law which adversely affects any Lender's
or the Administrative Agent's ability to enter into the transactions contemplated by the Transaction Documents or (y) any Material
Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;


 


(ii)         any
and all information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor or the Portfolio Manager
or any of their Affiliates is true, accurate and complete in all material respects;


 


(iii)        each
Lender shall have received all documentation and other information requested by such Lender in its sole discretion and/or required
by regulatory authorities with respect to the Borrower, the Transferor and the Portfolio Manager under applicable "know your
customer" and Anti-Money Laundering Laws, including, the Patriot Act, all in form and substance satisfactory to each Lender;


 


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


 


(v)         the
results of the Administrative Agent's financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower,
the Portfolio Manager, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to the Administrative
Agent;


 


(vi)        the
Borrower shall have paid in full all fees then invoiced and required to be paid, including all fees required hereunder and under
the applicable Lender Fee Letters and the Collateral Agent and Collateral Custodian Fee Letter and shall have reimbursed the Lenders,
the Administrative Agent, the Collateral Custodian, the Account Bank and the Collateral Agent for all reasonable and invoiced fees,
costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the
reasonable and invoiced attorney fees and any other legal and document preparation costs incurred by the Lenders and the Administrative
Agent; and


 




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(vii)       evidence
satisfactory to the Administrative Agent of compliance with the Financial Covenant Test.


 


(b)          By
its execution and delivery of this Agreement, the Borrower hereby certifies that each of the conditions precedent to the effectiveness
of this Agreement set forth in this Section 3.01 (other
than such conditions precedent subject to the judgment or satisfaction of the Administrative Agent or any Lender) have been satisfied.


 


Section 3.02         Conditions
Precedent to All Advances. Each Advance to the Borrower from the Lenders shall be subject to the further conditions precedent
that:


 


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


 


(i)          the
Portfolio Manager (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to
the Collateral Custodian and the Collateral Agent), no later than 2:00 p.m. on the date that is one (1) Business Day prior to the
related Advance Date: (A) a Notice of Borrowing and an Officer's Certificate (which may be included as part of the Notice of Borrowing)
computed as of the proposed Advance Date and after giving effect thereto and to the purchase by the Borrower of the Eligible Loan
Assets to be purchased by it on such Advance Date, demonstrating that the Investment Criteria are satisfied on the date on which
the Borrower (or the Portfolio Manager on its behalf) commits to purchase such Eligible Loan Asset (and after giving effect to
such commitment), (B) a Borrowing Base Certificate, (C) a Loan Asset Schedule, (D) an Approval Notice (for any such Loan Asset
added to the Collateral on the related Advance Date) and (E) an executed copy of each assignment and assumption agreement, transfer
document or instrument (including any Assignment Agreement) relating to each Eligible Loan Asset to be Granted evidencing the assignment
of such Eligible Loan Asset from any prior third party owner thereof directly to the Borrower (other than in the case of any Loan
Asset acquired by the Borrower at origination);


 


(ii)         the
Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one
(1) Business Day prior to the related Advance Date, an emailed copy of the duly executed original promissory notes of the Eligible
Loan Assets (or, in the case of any Noteless Loan, a fully executed assignment agreement); provided
that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and the Required Loan Documents to be in
the possession of the Collateral Custodian not later than the date on which the Borrower acquires any Eligible Loan Assets;


 


(iii)        the
representations and warranties contained in Sections 4.01 and 4.02
are true and correct (a) if not qualified as to materiality or Material Adverse Effect, in all material respects and (b) if qualified
as to materiality or Material Adverse Effect, in all respects, on and as of such day as though made on and as of such date (other
than any representation and warranty that is made as of a specific date);


 




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


 


(v)         since
the later of the Closing Date or the date of the last financial statements (or the last day of the period covered by such financial
statements) delivered pursuant to Section 5.04, there has been no material adverse change in the ability of the Transferor
to perform its obligations under any Transaction Document, including, without limitation, the ability of the Transferor to satisfy
its obligation under Article VI of the Contribution Agreement;


 


(vi)        all
terms and conditions of the Contribution Agreement required to be satisfied in connection with the assignment of each Eligible
Loan Asset being Granted hereunder on such Advance Date (and the Related Asset related thereto), including, the perfection of the
Borrower's interests therein, shall have been satisfied in full, and all filings (including, UCC filings) required to be made by
any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for
the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in the Collateral,
including such Eligible Loan Assets and the Related Asset and the proceeds thereof shall have been made, taken or performed; and


 


(vii)       the
Loan Asset to be acquired with the proceeds of such Advance is an Eligible Loan Asset as of the date of funding.


 


(b)          The
Borrower shall have provided a request for an Approval Notice for each Loan Asset intended to be included in the Collateral in
connection with the applicable Advance Date (and such information in respect of each such Loan Asset that is requested by the Administrative
Agent) no later than 10:00 a.m. on the date that is no fewer than two (2) Business Days prior to the applicable Advance Date. The
Administrative Agent shall have provided an Approval Notice to the Borrower for each of the Eligible Loan Assets identified in
the applicable Loan Asset Schedule for inclusion in the Collateral on the applicable Advance Date.


 


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


 


(d)          The
proposed Advance Date shall take place during the Revolving Period.


 


(e)          The
Borrower shall have paid in full all fees then required to be paid subject to the terms of this Agreement (including Section
2.04), including all fees required hereunder and under the applicable Lender Fee Letters and the Collateral Agent and Collateral
Custodian Fee Letter.


 




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The failure to satisfy
any of the foregoing conditions precedent in respect of any Advance shall give rise to a right of the Administrative Agent and
the Lenders to rescind the related Advance and direct the Borrower to pay to the Administrative Agent for the benefit of the Lenders
an amount equal to the Advances made during any such time that any of the foregoing conditions precedent were not satisfied.


 


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


 


Section 3.04         Conditions
to Acquisition of Loan Assets. Each Grant of an additional Eligible Loan Asset pursuant to Section
2.06 or an additional Eligible Loan Asset pursuant to Section
2.18 shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):


 


(a)          the
Portfolio Manager (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to
the Collateral Custodian and the Collateral Agent) no later than 5:00 p.m. on the date that is one (1) Business Day prior to the
related date on which such Loan Asset is added to the Collateral: (i) a Borrowing Base Certificate, (ii) a Loan Asset Schedule,
(iii) an Approval Notice, and (iv) an executed copy of each assignment and assumption agreement, transfer document or instrument
(including any Assignment Agreement) relating to each Loan Asset to be pledged evidencing the assignment of such Loan Asset from
any prior third party owner thereof directly to the Borrower (other than in the case of any Loan Asset acquired by the Borrower
at origination);


 


(b)          the
Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one
(1) Business Day prior to the date on which the Borrower acquires an Eligible Loan Asset, an emailed copy of the duly executed
original promissory notes of the Eligible Loan Assets (and, in the case of any Noteless Loan, a fully executed assignment agreement);
provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and the Required Loan Documents
to be in the possession of the Collateral Custodian not later than the date on which the Borrower acquires an Eligible Loan Asset;


 


(c)          with
respect to Eligible Loan Assets purchased with Advances and available Principal Collections, the Investment Criteria are satisfied
on the related Cut-Off Date;


 


(d)          no
Liens exist in respect of Taxes (other than Permitted Liens) which are prior to the lien of the Collateral Agent on the Eligible
Loan Assets to be Granted;


 


(e)          all
terms and conditions of the Contribution Agreement required to be satisfied in connection with the assignment of each Eligible
Loan Asset being Granted hereunder (and the Related Asset), including, the perfection of the Borrower's interests therein, shall
have been satisfied in full, and all filings (including, UCC filings) required to be made by any Person and all actions required
to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties,
a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Related Asset
and the proceeds thereof shall have been made, taken or performed;


 




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


 


(g)          the
representations and warranties contained in Sections 4.01 and 4.02
are true and correct (a) if not qualified as to materiality or Material Adverse Effect, in all material respects and (b) if qualified
as to materiality or Material Adverse Effect, in all respects, on and as of such day as though made on and as of such date (other
than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained
in Sections 5.01, 5.02, and 5.03 before and after giving effect to the Grant of such Eligible Loan Asset.


 


ARTICLE
IV


 


REPRESENTATIONS
AND WARRANTIES


 


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


 


(a)          Organization,
Good Standing and Due Qualification. The Borrower is a limited liability company, duly organized, validly existing and in good
standing under the laws of the State of Delaware and has the power and all licenses necessary to own its assets and to transact
the business in which it is engaged and is duly qualified and in good standing under the laws of each jurisdiction where the transaction
of such business or its ownership of the Loan Assets and the Collateral requires such qualification.


 


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


 


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


 




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(d)          All
Consents Required. No consent of any other party and no consent, license, approval or authorization of, or registration or
declaration with, any Governmental Authority, bureau or agency is required in connection with the execution, delivery or performance
by the Borrower of this Agreement or any Transaction Document to which it is a party or the validity or enforceability of this
Agreement or any such Transaction Document or the Loan Assets or the transfer of an ownership interest or security interest in
such Loan Assets, other than such as have been met or obtained and are in full force and effect except where the failure to do
so would not reasonably be expected to have a Material Adverse Effect.


 


(e)          No
Violation. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party
and all other agreements and instruments executed and delivered or to be executed and delivered pursuant hereto or thereto in connection
with the Grant of the Collateral will not (i) create any Lien on the Collateral other than Permitted Liens or (ii) violate the
Constituent Documents of the Borrower or (iii) violate in any material way (x) Applicable Law or (y) any contract or other agreement
to which the Borrower is a party or by which the Borrower or any property or assets of the Borrower may be bound.


 


(f)    
      No Adverse Proceedings. The Borrower is not subject to any Adverse Proceeding.


 


(g)          Selection
Procedures. In selecting the Loan Assets to be Granted pursuant to this Agreement, no selection procedures were employed which
are primarily intended to be adverse to the interests of the Lenders.


 


(h)          Grant
of Collateral. The Borrower has good and marketable title to all of the Collateral. The Borrower has taken all actions necessary
to perfect its interest in the Collateral transferred by the Transferor. Except as otherwise expressly permitted by the terms of
this Agreement, no item of Collateral has been sold, transferred, assigned or pledged by the Borrower to any Person, other than
as contemplated by Article II and the Grant of such Collateral to the Collateral Agent, for the benefit of the Secured Parties,
pursuant to the terms of this Agreement.


 


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


 


(j)          Sole
Purpose. The Borrower has been formed solely for the purpose of engaging in transactions of the types contemplated by
this Agreement, and has not engaged in any business activity other than the negotiation, execution and to the extent applicable,
performance of this Agreement and the transactions contemplated by the Transaction Documents.


 




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(k)          Taxes.
The Borrower has filed or caused to be filed on a timely basis all tax returns (including, all foreign, federal, state, local and
other tax returns) required to be filed by it, is not liable for Taxes payable by any other Person and has paid or made adequate
provisions for the payment of all Taxes, assessments and other governmental charges due and payable from the Borrower except for
those Taxes being contested in good faith by appropriate proceedings and in respect of which it has established reserves in accordance
with GAAP on its books. No Tax lien (other than a Permitted Lien) or similar adverse claim has been filed, and no claim is being
asserted, with respect to any such Tax, assessment or other governmental charge. Any Taxes, fees and other governmental charges
due and payable by the Borrower in connection with the execution and delivery of this Agreement and the other Transaction Documents
and the transactions contemplated hereby or thereby have been paid or shall have been paid if and when due.


 


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


 


(m)         Tradenames.
Except as notified to the Administrative Agent in writing, the Borrower has not changed its name since its formation and does not
have tradenames, fictitious names, assumed names or "doing business as" names under which it has done or is doing business.


 


(n)          Solvency.
The Borrower is not the subject of any Bankruptcy Proceedings or Bankruptcy Event. The Borrower is Solvent, and the transactions
under this Agreement and any other Transaction Document to which the Borrower is a party do not and will not render the Borrower
not Solvent. The Borrower is paying its debts as they become due (subject to any applicable grace period); and the Borrower, after
giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business.


 


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


 


(p)          Value
Given. The Borrower has given fair consideration and reasonably equivalent value to the Transferor in exchange for the
purchase of the Loan Assets (or any number of them) from the Transferor pursuant to the Contribution Agreement. No such transfer
has been made for or on account of an antecedent debt owed by the Borrower to the Transferor.


 


(q)          Reports
Accurate. All Portfolio Management Reports, Notices of Borrowing, Borrowing Base Certificates and other written or electronic
information, exhibits, financial statements, documents, certificates, books, records or reports furnished by the Borrower (or the
Portfolio Manager on its behalf) to the Administrative Agent, the Collateral Agent, the Lenders or the Collateral Custodian in
connection with the Transaction Documents are, as of their date, accurate, true and correct in all material respects and no such
document or certificate contains any material misstatement of fact or omits to state a material fact or any fact necessary to make
the statements contained therein not misleading.


 




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(r)          Exchange
Act Compliance; Regulations T, U and X. None of the transactions contemplated herein or in the other Transaction Documents
(including, the use of proceeds from the sale of the Collateral) will violate or result in a violation of Section 7 of the Exchange
Act, or any regulations issued pursuant thereto, including, Regulations T, U and X of the Board of Governors of the Federal Reserve
System, 12 C.F.R., Chapter II. The Borrower does not own or intend to carry or purchase, and no proceeds from the Advances will
be used to carry or purchase, any Margin Stock or to extend "purpose credit" within the meaning of Regulation U.


 


(s)          ERISA.
(i) neither it nor the Parent has or will have underlying assets which constitute "plan assets" within the Plan Asset
Rules of one or more Benefit Plans; and (ii) neither it nor any ERISA Affiliate has within the last six years sponsored, maintained,
contributed to, or been required to contribute to and does not have any liability (whether actual or contingent) with respect to
any Plan.


 


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


 


(u)          Compliance
with Law. The Borrower (i) has complied with all Applicable Law to which it may be subject and (ii) is not in violation of
any order of any Governmental Authority or other board or tribunal, in each case, except where the failure to do so would not reasonably
be expected to have a Material Adverse Effect.


 


(v)         Collections.
The Borrower acknowledges that any Available Collections received by it or its Affiliates with respect to the Collateral Granted
hereunder other than in the Controlled Accounts are held and shall be held in trust for the benefit of the Collateral Agent, on
behalf of the Secured Parties until deposited into the Collection Account.


 


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


 


(x)          Environmental.
With respect to each item of Related Collateral as of the applicable Cut-Off Date for the Loan Asset related to such Related Collateral,
no Responsible Officer of the Borrower has actual knowledge that: (i) the related Obligor's operations fail to comply in all respects
with all applicable Environmental Laws; (ii) the related Obligor's operations is the subject of a federal or state investigation
evaluating whether any remedial action, involving expenditures, is needed to respond to a release of any Materials of Environmental
Concern into the environment; and (iii) the related Obligor has any material contingent liability in connection with any release
of any Materials of Environmental Concern into the environment, in each case, except as otherwise specified in the Underlying Instruments
pertaining to such Loan Asset. As of the applicable Cut-Off Date for the Loan Asset related to such Related Collateral, none of
the Borrower, the Transferor nor the Portfolio Manager has received any written or verbal notice of, or inquiry from any Governmental
Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental
matters or compliance with Environmental Laws with regard to any of the Related Collateral, nor does any such Person have knowledge
or reason to believe that any such notice will be received or is being threatened.


 




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(y)          Anti-Terrorism;
OFAC; Anti-Corruption.


 


(i)          None
of the Borrower nor any of its Affiliates nor, to the knowledge of the Borrower, any Obligor (i) is a Person whose property or
interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)),
(ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any
such Person in any manner violative of Section 2 of such executive order, or (iii) is a Person (1) designated on OFAC's list of
Specially Designated Nationals and Blocked Persons or otherwise the subject of any Sanctions or (2) in violation of the limitations
or prohibitions under any other Sanctions.


 


(ii)         None
of the Borrower nor any of its Affiliates (i) is a Politically Exposed Person, immediate family member of a Politically Exposed
Person or close associate of a Politically Exposed Person; or (ii) a foreign shell bank. For purposes of the forgoing, "foreign
shell bank" means a bank that does not maintain a physical presence in any country and is not subject to inspection by a banking
authority.


 


(iii)        No
part of the proceeds of any Advance will be used by the Borrower or any of its Affiliates, or permitted to be used by any other
Person (in each case, directly or indirectly including by an Obligor), (i) for any payments to any governmental official or employee,
political party, official of a political party, candidate for political office, or anyone else acting in an official capacity,
in order to obtain, retain or direct business or obtain any improper advantage, in violation of applicable anti-corruption and
anti-bribery laws, including the United States Foreign Corrupt Practices Act of 1977, as amended; (ii) to fund or facilitate any
money laundering or terrorist financing activities or business, or in any other manner that would cause or result in violation
of applicable anti-money laundering laws, rules or regulations, including the Patriot Act, as amended (collectively, "Anti-Money
Laundering Laws"); or (iii) 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, or whose government is, the subject of Sanctions, or in any other manner that would result
in a violation by any Person of any Sanctions.


 


(iv)        No
Collateral or any portion thereof is or will consist of funds, assets or other property or interests in property that is blocked
or frozen pursuant to any Sanctions.


 


(v)         The
Borrower acknowledges by executing this Agreement that Lenders (or the Administrative Agent on their behalf) have notified the
Borrower that, pursuant to the requirements of the Patriot Act, each Lender is required to obtain, verify and record such information
as may be necessary to identify the Borrower or any Person owning twenty-five percent (25%) or more of the direct or indirect Equity
Interests of the Borrower (including the name and address of such Person) in accordance with the Patriot Act.


 




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(z)          Security
Interest.


 


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


 


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


 


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


 


(iv)        the
Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions
under Applicable Law in order to perfect the security interest in the Collateral and that portion of the Loan Assets in which a
security interest may be perfected by filing granted to the Collateral Agent, on behalf of the Secured Parties, under this Agreement;


 


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


 


(vi)        all
original executed copies of each underlying promissory note that constitute or evidence each Loan Asset has been, or subject to
the delivery requirements contained herein, will be delivered to the Collateral Custodian; and


 


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


 




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(aa)         Sales
of Loan Assets to Affiliates. In connection with each sale of a Loan Asset to the Transferor (or an Affiliate thereof)
pursuant to Section 2.07(a), as applicable, the Borrower has determined, in its reasonable business judgment (and without
consideration of any benefits to the Transferor (or such Affiliate thereof)), that such sale is in the Borrower's best business
interest.


 


(bb)         Borrower
LLC Agreement in Effect. The Borrower LLC Agreement remains in full force and effect and there exists no breach of, default
under, or, to the Borrower's knowledge, threatened breach of, the Borrower LLC Agreement by the Borrower or the Transferor.


 


(cc)         Eligibility
of Collateral. (i) Each Loan Asset designated on any Borrowing Base Certificate as an Eligible Loan Asset and each Loan Asset
included as an Eligible Loan Asset in any calculation of Borrowing Base or Borrowing Base Deficiency is an Eligible Loan Asset,
and (ii) with respect to each Loan Asset included as an Eligible Loan Asset, the Investment Criteria was satisfied on the date
on which the Borrower (or the Portfolio Manager on its behalf) committed to purchase such Eligible Loan Asset (and after giving
effect to such commitment).


 


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


 


(a)          Organization
and Good Standing. The Portfolio Manager has been duly organized and is validly existing as a limited liability company in
good standing under the laws of the State of Delaware, with all requisite limited liability company power and authority to own
or lease its properties and to conduct its business as such business is presently conducted and to enter into and perform its obligations
pursuant to this Agreement.


 


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


 


(c)          Power
and Authority; Due Authorization; Execution and Delivery. The Portfolio Manager (i) has all necessary power, authority and
legal right to (a) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (b) carry out
the terms of the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary limited liability
company action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party.
This Agreement and each other Transaction Document to which the Portfolio Manager is a party have been duly executed and delivered
by the Portfolio Manager.


 


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


 




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(e)          No
Violation. The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which
it is a party and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach of any of the
terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Portfolio Manager's
Constituent Documents, (ii) result in the creation or imposition of any Lien upon any material portion of the Portfolio Manager's
properties pursuant to the terms of any material contractual obligation to which the Portfolio Manager is a party, other than this
Agreement and Permitted Liens, or (iii) violate in any material way any Applicable Law or any material contractual obligation of
the Portfolio Manager.


 


(f)     
     No Adverse Proceedings. The Portfolio Manager is not subject to any Adverse
Proceeding.


 


(g)          All
Consents Required. All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental
Authority (if any) required for the due execution, delivery and performance by the Portfolio Manager of this Agreement and any
other Transaction Document to which the Portfolio Manager is a party have been obtained, except where the failure to do so would
not reasonably be expected to have a Material Adverse Effect.


 


(h)          Standard
of Care. The Portfolio Manager has complied in all material respects with the Standard of Care with regard to the servicing
of the Loan Assets, and the Loan Assets have been underwritten or acquired in conformance with the Standard of Care and the policies
and procedures of the Portfolio Manager.


 


(i)          Collections.
The Portfolio Manager acknowledges that all Available Collections received by it or its Affiliates with respect to the Collateral
transferred or Granted hereunder are held and shall be held in trust for the benefit of the Secured Parties until deposited into
the Collection Account within two (2) Business Days from receipt as required herein.


 


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


 


(k)          ERISA.
(i) the Portfolio Manager does not and will not have "plan assets" within the meaning of the Plan Asset Rules of one
or more Benefit Plans; and (ii) neither the Portfolio Manager nor any ERISA Affiliate has within the last six years sponsored,
maintained, contributed to, or been required to contribute to and does not have any liability (whether actual or contingent) with
respect to any Plan.


 




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(l)          Anti-Terrorism;
OFAC; Anti-Corruption.


 


(i)          None
of the Portfolio Manager nor any of its Affiliates nor, to the knowledge of the Portfolio Manager, any Obligor (i) is a Person
whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September
23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed.
Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise
associated with any such Person in any manner violative of Section 2 of such executive order, or (iii) is a Person (1) designated
on OFAC's list of Specially Designated Nationals and Blocked Persons or otherwise the subject of any Sanctions or (2) in violation
of the limitations or prohibitions under any other Sanctions.


 


(ii)         None
of the Portfolio Manager nor any of its Affiliates (i) is a Politically Exposed Person, immediate family member of a Politically
Exposed Person or close associate of a Politically Exposed Person; or (ii) a foreign shell bank. For purposes of the forgoing,
"foreign shell bank" means a bank that does not maintain a physical presence in any country and is not subject to inspection
by a banking authority.


 


(iii)        No
part of the proceeds of any Advance will be used by the Portfolio Manager or any of its Affiliates, or permitted to be used by
any other Person (in each case, directly or indirectly including by an Obligor), (i) for any payments to any governmental official
or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of applicable anti-corruption
and anti-bribery laws, including the United States Foreign Corrupt Practices Act of 1977, as amended; (ii) to fund or facilitate
any money laundering or terrorist financing activities or business, or in any other manner that would cause or result in violation
of applicable Anti-Money Laundering Laws; or (iii) 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, or whose government is, the subject of Sanctions, or in any other manner that
would result in a violation by any Person of any Sanctions.


 


(iv)        No
Collateral or any portion thereof is or will consist of funds, assets or other property or interests in property that is blocked
or frozen pursuant to any Sanctions.


 


(v)         The
Portfolio Manager acknowledges by executing this Agreement that Lenders (or the Administrative Agent on their behalf) have notified
the Portfolio Manager that, pursuant to the requirements of the Patriot Act, each Lender is required to obtain, verify and record
such information as may be necessary to identify the Portfolio Manager or any Person owning twenty-five percent (25%) or more of
the direct or indirect Equity Interests of the Portfolio Manager (including the name and address of such Person) in accordance
with the Patriot Act.


 


(m)          Compliance
with Applicable Law. The Portfolio Manager has complied in all respects with all Applicable Law to which it may be subject
except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.


 




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Section 4.03         Representations
and Warranties of the Collateral Agent. The Collateral Agent in its individual capacity and as Collateral Agent represents
and warrants as follows:


 


 


(a)          
Organization; Power and Authority. It is a duly organized and validly existing national banking association in good standing
under the laws of the United States. It has full corporate power, authority and legal right to execute, deliver and perform its
obligations as Collateral Agent under this Agreement.


 


(b)          Due
Authorization. The execution and delivery of this Agreement and the consummation of the transactions provided for herein have
been duly authorized by all necessary corporate action on its part.


 


(c)          No
Conflict. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment
of the terms hereof will not conflict with, result in any breach of its articles of incorporation or bylaws or any of the terms
and provisions of, or constitute (with or without notice or lapse of time or both) a default under any indenture, contract, agreement,
mortgage, deed of trust, or other instrument to which the Collateral Agent is a party or by which it or any of its property is
bound.


 


(d)          No
Violation. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby to be performed
by it and the fulfillment of the terms hereof applicable to it will not conflict with or violate, in any respect, any Applicable
Law.


 


(e)          All
Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority
applicable to the Collateral Agent, required in connection with the execution and delivery of this Agreement, the performance by
the Collateral Agent of the transactions contemplated hereby to be performed by it and the fulfillment by the Collateral Agent
of the terms hereof applicable to it have been obtained.


 


(f)          Validity,
Etc. The Agreement constitutes the legal, valid and binding obligation of the Collateral Agent, enforceable against the Collateral
Agent in accordance with its terms, except as such enforceability may be limited by applicable Bankruptcy Laws and general principles
of equity (whether considered in a suit at law or in equity).


 


Section 4.04         Representations
and Warranties of the Collateral Custodian. The Collateral Custodian in its individual capacity and as Collateral Custodian
represents and warrants as follows:


 


(a)          Organization;
Power and Authority. It is a duly organized and validly existing national banking association in good standing under the laws
of the United States. It has full corporate power, authority and legal right to execute, deliver and perform its obligations as
Collateral Custodian under this Agreement.


 


(b)          Due
Authorization. The execution and delivery of this Agreement and the consummation of the transactions provided for herein have
been duly authorized by all necessary corporate action on its part.


 




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(c)          No
Conflict. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment
of the terms hereof will not conflict with, result in any breach of its articles of incorporation or bylaws or any of the terms
and provisions of, or constitute (with or without notice or lapse of time or both) a default under any indenture, contract, agreement,
mortgage, deed of trust, or other instrument to which the Collateral Custodian is a party or by which it or any of its property
is bound.


 


(d)          No
Violation. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby to be performed
by it and the fulfillment of the terms hereof applicable to it will not conflict with or violate, in any respect, any Applicable
Law.


 


(e)          All
Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority
applicable to the Collateral Custodian, required in connection with its execution and delivery of this Agreement, the performance
by the Collateral Custodian of the transactions contemplated hereby to be performed by it and the fulfillment by the Collateral
Custodian of the terms hereof applicable to it have been obtained.


 


(f)          Validity,
Etc. The Agreement constitutes the legal, valid and binding obligation of the Collateral Custodian, enforceable against the
Collateral Custodian in accordance with its terms, except as such enforceability may be limited by applicable Bankruptcy Laws and
general principles of equity (whether considered in a suit at law or in equity).


 


Section
4.05         Representation of Lenders. Each Lender represents that it is
a "qualified purchaser" within the meaning of Section 2(a)(51) of the 1940 Act.


 


ARTICLE
V


 


GENERAL
COVENANTS


 


Section 5.01         Affirmative
Covenants of the Borrower.


 


From the Closing Date
until the Collection Date:


 


(a)          Organizational
Procedures and Scope of Business. The Borrower will observe all organizational procedures required by its Constituent Documents
and the laws of its jurisdiction of formation.


 




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(b)          Special
Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one (1) Independent Manager; (ii) maintain
its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity
separate from the Transferor and any other Person; (iv) file its own tax returns, if any, as may be required under Applicable Law,
to the extent it is (A) not part of a consolidated group filing a consolidated return or returns or (B) not treated as a division
for tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms
of this Agreement; (v) not commingle its assets with assets of any other Person; (vi) conduct its business in its own name and
strictly comply with all organizational formalities to maintain its separate existence; (vii) maintain separate financial statements,
except to the extent that the Borrower's financial and operating results are consolidated with those of the Transferor in consolidated
financial statements; provided that appropriate notation shall be made on such consolidated financial statements to indicate
the separateness of the Borrower from such Affiliate and to indicate that the Borrower's assets and credit are not available to
satisfy the debts and other obligations of such Affiliate or any other Person; (viii) pay its own liabilities only out of its own
funds; (ix) maintain an arm's-length relationship with its Affiliates and not enter into any transaction with an Affiliate except
on commercially reasonable terms similar to those available to unaffiliated parties in an arm's length transaction (except for
capital contributions or capital distributions permitted under the terms and conditions of the Borrower's organizational document
and properly reflected on the books and records of the Borrower); (x) pay the salaries of its own employees, if any; (xi) not hold
out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead
for shared office space; (xiii) to the extent used, use separate stationery, invoices and checks; (xiv) except as expressly permitted
by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding
regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose transactions and
liabilities and pay its operating expenses and liabilities from its own assets; (xvii) cause the managers, officers, agents and
other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing
and in the best interests of the Borrower; and (xviii) not acquire the obligations or any securities of its Affiliates. Where necessary,
the Borrower will obtain proper authorization from its members for limited liability company action.


 


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


 


(d)          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 White & Case LLP, as special counsel to the Borrower, issued in connection with the Contribution
Agreement and relating to the issues of substantive consolidation and true sale of the Loan Assets.


 


(e)          Deposit
of Collections. The Borrower shall promptly (but in no event later than two (2) Business Days after receipt) deposit or cause
to be deposited into the Collection Account any and all Available Collections received by the Borrower, the Portfolio Manager or
any of their Affiliates other than in a Controlled Account.


 


(f)          Obligor
Defaults and Bankruptcy Events. The Borrower shall give, or shall cause the Portfolio Manager to give, notice to the Administrative
Agent and the Lenders within two (2) Business Days of the Borrower obtaining knowledge of the occurrence of any default by an Obligor
under any Loan Asset or any Bankruptcy Event with respect to any Obligor under any Loan Asset.


 




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(g)          Required
Loan Documents. The Borrower shall deliver to the Collateral Custodian a hard copy or electronic copy of the Required Loan
Documents and the Loan Asset Checklist pertaining to each Loan Asset not later than the date on which the Borrower acquires such
Loan Asset.


 


(h)          Taxes.
The Borrower will file or cause to be filed its tax returns, if any, and pay or cause to be paid before the same shall become delinquent,
any and all Taxes imposed on it or its property as required by the Transaction Documents (except as contemplated in Section
4.01(k)), provided that the Borrower shall not be required to pay or discharge or cause to be paid or discharged any such Tax
the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which disputed
amounts adequate reserves in accordance with GAAP have been made.


 


(i)          Notice
of Material Events. The Borrower shall notify the Administrative Agent (with a copy to the Collateral Agent) in writing
within two (2) Business Days upon the occurrence of any of the following: an Adverse Proceeding; any Unmatured Event of Default
or Event of Default (including the details of such event and the action that the Borrower proposes to take with respect thereto)
or any adverse claim asserted against the Collateral Agent's Lien over any of the Collateral or the interests of the Secured Parties
with respect to the same; and of any event or other circumstance that would reasonably be likely to have a Material Adverse Effect.


 


(j)          Protection
of Security Interest. With respect to the Collateral acquired by the Borrower, the Borrower will (i) acquire such Collateral
pursuant to and in accordance with the terms of the Contribution Agreement or such other similar agreement, as applicable, (ii)
(at the expense of the Borrower) take all action necessary to perfect, protect and more fully evidence the Borrower's ownership
of such Collateral free and clear of any Lien other than the Lien created hereunder and Permitted Liens, including, (A) with respect
to the Loan Assets and that portion of the Collateral in which a security interest may be perfected by filing, filing and maintaining
(at the expense of the Borrower), effective financing statements against the Transferor in all necessary or appropriate filing
offices, (including any amendments thereto or assignments thereof) and filing continuation statements, amendments or assignments
with respect thereto in such filing offices, (including any amendments thereto or assignments thereof) and (B) executing or causing
to be executed such other instruments or notices as may be necessary or appropriate, (iii) (at the expense of the Borrower) take
all action necessary to cause a valid, subsisting and enforceable first priority perfected security interest, subject only to Permitted
Liens, to exist in favor of the Collateral Agent (for the benefit of the Secured Parties) in the Borrower's interests in all of
the Collateral being Granted hereunder including the filing of a UCC financing statement in the applicable jurisdiction adequately
describing the Collateral (which may include an "all asset" filing), and naming the Borrower as debtor and the Collateral
Agent as the secured party, and filing continuation statements, amendments or assignments with respect thereto in such filing offices,
(including any amendments thereto or assignments thereof), (iv) permit the Administrative Agent or any Lender or their respective
agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable advance notice examine
and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto
with any of the officers or employees of the Borrower having knowledge of such matters; provided that unless an Unmatured
Event of Default or an Event of Default is continuing, such visits and inspections shall occur only upon (x) two (2) Business Days'
prior notice, (y) during normal business hours and (z) no more than once in any calendar year, and if an Unmatured Event of Default
or an Event of Default is continuing, there shall be no limit on the timing or number of such visits and inspections and only one
(1) Business Day's prior notice shall be required but any such visit or inspection shall occur during normal business hours, and
(v) take all additional action that the Administrative Agent, any Lender or the Collateral Agent may reasonably request to perfect,
protect and more fully evidence the respective first priority perfected security interests of the parties to this Agreement in
the Collateral, or to enable the Administrative Agent or the Collateral Agent to exercise or enforce any of their respective rights
hereunder.


 




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(k)          Compliance
with Law. The Borrower shall at all times comply in all respects with all Applicable Law applicable to Borrower or any of its
assets (including, Environmental Laws, and all federal securities laws), and Borrower shall do or cause to be done all things necessary
to preserve and maintain in full force and effect its legal existence, and all licenses to its business, except where the failure
to do so would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


(l)          Proper
Records. The Borrower shall at all times keep proper books of records and accounts in which full, true and correct entries
shall be made of its transactions in accordance with GAAP and set aside on its books from its earning for each fiscal year all
such proper reserves in accordance with GAAP.


 


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


 


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


 


(o)          Tax
Treatment. The Borrower, the Transferor and the Lenders shall treat the Advances advanced hereunder as indebtedness of the
Borrower for U.S. federal income tax purposes and to file any and all tax forms in a manner consistent therewith.


 


(p)          Obligor
Notification Forms. The Borrower shall furnish the Collateral Agent and the Administrative Agent with an appropriate power
of attorney to send (at the Administrative Agent's discretion on the Collateral Agent's behalf, after the occurrence of an Event
of Default) Obligor notification forms to give notice to the Obligors of the Collateral Agent's interest in the Collateral and
the obligation to make payments as directed by the Administrative Agent on the Collateral Agent's behalf.


 




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(q)          Disregarded
Entity or Partnership. The Borrower is and will be treated as disregarded as an entity separate from its owner pursuant to
Treasury Regulation Section 301.7701-3(b)(ii) or a partnership for U.S. federal income tax purposes, and neither the Borrower nor
any other Person on its behalf shall make an election to be treated as other than an entity disregarded from its owner under Treasury
Regulation Section 301.7701-3(c) or a partnership for U.S. federal income tax purposes.


 


(r)          Other
Information. The Borrower shall deliver, promptly following the Administrative Agent's request, in any event within five (5)
days of such request, such other information, financial or otherwise, with respect to the Borrower and the Collateral, as the Administrative
Agent may reasonably request from time to time.


 


(s)          Regularly
Scheduled Valuation. The Borrower shall, or shall cause the Portfolio Manager to, cause an Approved Valuation Firm to derive
in accordance with the Valuation Standard a fair assessment of the current market value of at least 25% of the Eligible Loan Assets
in the Collateral each fiscal quarter (each such periodic valuation, a "Regularly Scheduled Valuation"); provided
that each Eligible Loan Asset shall be subject to such a Regularly Scheduled Valuation at least once during each period of four
consecutive calendar quarters.


 


(t)          Elevation
of Participation Interests. The Borrower shall, or shall cause the Portfolio Manager to, use commercially reasonable efforts
to elevate each Participation Interest (other than an Apollo Participation Interest) to full assignment within thirty (30) days
after the acquisition of such Participation Interest by the Borrower. To the extent that the underlying instrument to the underlying
loan participated under an Apollo Participation Interest to the Borrower no longer prohibits the assignment of such underlying
loan to the Borrower, the Borrower shall, or shall cause the Portfolio Manager to, use commercially reasonable efforts to elevate
such participation interest to a full assignment within a reasonable period of time.


 


Section 5.02         Negative
Covenants of the Borrower.


 


From the Closing Date until the Collection Date:


 


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


 




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(b)          Transfer
Limitations. The Borrower shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose
of, or pledge or hypothecate, directly or indirectly, any interest in the Collateral to any person other than the Collateral Agent
for the benefit of the Secured Parties, or engage in financing transactions or similar transactions with respect to the Collateral
with any person other than the Administrative Agent and the Lenders, in each case, except as otherwise expressly permitted by the
terms of this Agreement.


 


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


 


(d)          Organizational
Documents. The Borrower shall not amend, modify or terminate any of the Constituent Documents of the Borrower in any manner
that would reasonably be expected to adversely affect the lenders in any material respect; provided that, without the consent
of the Administrative Agent, the Borrower shall not amend Section 8(f)(ii) of the Borrower's limited liability company agreement.


 


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


 


(f)          Use
of Proceeds. The Borrower shall not use the proceeds of any Advance other than (i) to finance the acquisition of Collateral,
(ii) to pay fees and expenses in connection with the transactions contemplated under this Agreement, (iii) to fund the Unfunded
Exposure Account in order to establish reserves for unfunded commitments of Delayed Draw Loan Assets included in the Collateral
or (iv) to distribute such proceeds to the Transferor.


 


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


 


(h)          Collection
Efforts, Modification of Collateral.


 


(i)          In
the performance of its obligations hereunder, the Borrower (or the Portfolio Manager on its behalf) may enter into any amendment
or waiver of or supplement to any Underlying Instrument (other than with respect to Maturity Amendments as described below), all
in accordance with the Standard of Care; provided that the prior written consent of the Required Lenders shall be required
if (a) an Event of Default or a Borrowing Base Deficiency has occurred and is continuing or would result from such amendment, waiver
or supplement, or (b) such amendment, waiver or supplement would cause such Loan Asset to no longer qualify as an Eligible Loan
Asset.


 




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(ii)         The
Borrower (or the Portfolio Manager on the Borrower's behalf) may vote in favor of a Maturity Amendment with respect to a Loan Asset
only if (a) during the Revolving Period, (x) the Weighted Average Life Test will be satisfied (on a pro forma basis) or
(y) the Outstanding Balance of all Loan Assets in respect of which the Borrower (or the Portfolio Manager on the Borrower's behalf)
consents to a Maturity Amendment resulting in such Loan Assets included in this clause (y) having stated maturities occurring
after the Stated Maturity shall not exceed 10% of the Total Borrower Capitalization (provided, that no such Loan Asset shall
have a stated maturity later than two (2) years after the Stated Maturity); and (b) during the Amortization Period, the Required
Lenders have provided prior written consent.


 


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


 


(j)          Restricted
Junior Payments. The Borrower shall not make any Restricted Junior Payment, except that the Borrower may declare and make Restricted
Junior Payments on any Business Day (i) from amounts available to the Borrower pursuant to Section 2.04(a)(xi) or Section
2.04(a)(xii) or (ii) in accordance with the definition of the terms "Permitted Distribution" and "Permitted
Tax Distribution".


 


(k)          Instructions
to Obligors. The Borrower will not make any change, or permit the Portfolio Manager to make any change, in its instructions
to Obligors, agent banks or administrative agents on the Loan Assets regarding payments to be made with respect to the Collateral
to the Collection Account, unless the Administrative Agent has consented to such change.


 


(l)          Change
of Jurisdiction, Location, Names or Location of Loan Files. The Borrower shall not change the jurisdiction of its formation,
make any change to its corporate name or use any tradenames, fictitious names, assumed names, "doing business as" names
or other names unless, prior to the effective date of any such change in the jurisdiction of its formation, name change or use,
the Borrower delivers to the Administrative Agent such financing statements as the Administrative Agent may request to reflect
such name change or use. The Borrower will not change the location of its chief executive office unless prior to the effective
date of any such change of location, the Borrower notifies the Administrative Agent of such change of location in writing. The
Borrower will not move, or consent to the Collateral Custodian or the Portfolio Manager moving, the Loan Files from the location
thereof on the Closing Date, unless the Administrative Agent shall consent to such move in writing.


 


(m)         Anti-Terrorism;
OFAC; Anti-Corruption. Each of the representations and warranties in sub clauses (i) through (v) (inclusive)
of Section 4.01(y) shall be deemed here restated and, mutatis mutandis, construed as covenants made and given under
this Section 5.02.


 


(n)          ERISA
Matters. The Borrower will not (i) take any action that could reasonably be expected to result in the Borrower's or Parent's
assets constituting "plan assets" within the meaning of the Plan Asset Rules of one or more Benefit Plans, or (ii) take,
and will exercise its best efforts not to permit Portfolio Manager or any ERISA Affiliate to take, any action that could result
in the Borrower, the Portfolio Manager or any respective ERISA Affiliate sponsoring, maintaining, contributing to or being required
to contribute to any Plan.


 




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(o)          Portfolio
Management Agreement. The Borrower will not amend, modify, waive or terminate any provision of the Portfolio Management Agreement
without the prior written consent of the Administrative Agent.


 


Section 5.03         Affirmative
Covenants of the Portfolio Manager.


 


From the Closing Date until the Collection Date:


 


(a)          Compliance
with Law. The Portfolio Manager will comply in all respects with all Applicable Law, including those with respect to servicing
the Collateral or any part thereof except where the failure to do so would not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.


 


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


 


(c)          Anti-Terrorism;
OFAC; Anti-Corruption. Each of the representations and warranties set out in sub clauses (i) through (v) (inclusive)
of Section 4.02(k) shall be deemed here restated and, mutatis mutandis, construed as covenants made and given under
this Section 5.03.


 


(d)          Value
Adjustment Event. The Portfolio Manager will promptly provide the Administrative Agent and each Lender (with a copy to the
Collateral Agent) with written notice of the occurrence of any Value Adjustment Event with respect to any Eligible Loan Asset of
which the Portfolio Manager has knowledge or has received notice.


 


Section 5.04         Reports
to the Administrative Agent; Account Statements; Portfolio Manager Information.


 


(a)          Portfolio
Management Report. On each Reporting Date, the Portfolio Manager will provide to the Borrower, each Lender, the Administrative
Agent and the Collateral Agent, a monthly statement determined as of the Monthly Determination Date including (i) a Borrowing Base
Certificate, (ii) a Loan Asset Schedule, (iii) a calculation of the Unfunded Exposure Test, (iv) a calculation of each Collateral
Quality Test, (v) a list of Loan Assets acquired, sold, substituted or released since the previous, (vi) a list of any Permitted
Distributions or Permitted Tax Distributions during the period from the last Monthly Determination Date to and including the currently
Monthly Determination Date and (vii) if such Reporting Date is a Determination Date, amounts to be remitted pursuant to Section
2.04 to the applicable parties (which shall include any applicable wiring instructions of the parties receiving payment) (such
monthly statement, a "Portfolio Management Report"),
with respect to related calendar month signed by a Responsible Officer of the Portfolio Manager and the Borrower and substantially
in a form to be agreed between the Administrative Agent and the Portfolio
Manager promptly following the Closing Date.


 




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(b)          Financial
Statements. The Portfolio Manager shall promptly furnish to the Administrative Agent, and the Administrative Agent shall furnish
to the Lenders, copies of the following financial statements, reports and information with respect to the Parent and its consolidated
Subsidiaries (in each case, to the extent prepared by the Parent): (i) as soon as available, but in any event within 120 days after
the end of each fiscal year of the Parent, a copy of the audited consolidated balance sheet of the Parent and its consolidated
Subsidiaries (which shall include an indication of the assets owned by the Borrower) as at the end of such year, the related consolidated
statements of income for such year and the related consolidated statements of changes in net assets and of cash flows for such
year, setting forth in each case in comparative form the figures for the previous year; provided that the financial statements
required to be delivered pursuant to this clause (i) which are made available on EDGAR, or any successor system of the Securities
Exchange Commission, in the Parent's annual report on Form 10-K, shall be deemed delivered to the Administrative Agent on the date
such documents are made so available (and to the extent made available on EDGAR, the Portfolio Manager shall furnish a copy of
such financial statements to the Administrative Agent upon request, and the Administrative Agent shall be deemed to make such request
unless the Administrative Agent notifies the Portfolio Manager otherwise in writing); and (ii) as soon as available and in any
event within 45 days after the end of each fiscal quarter of each fiscal year (other than the last fiscal quarter of each fiscal
year), an unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries (which shall include an indication
of the assets owned by the Borrower) as of the end of such fiscal quarter and including the prior comparable period (if any), and
the unaudited consolidated statements of income of the Parent and its consolidated Subsidiaries for such fiscal quarter and for
the period commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter, and the unaudited
consolidated statements of cash flows of the Parent and its consolidated Subsidiaries for the period commencing at the end of the
previous fiscal year and ending with the end of such fiscal quarter; provided that the financial statements required to
be delivered pursuant to this clause (ii) which are made available on EDGAR, or any successor system of the Securities Exchange
Commission, in the Parent's quarterly report on Form 10-Q, shall be deemed delivered to the Administrative Agent on the date such
documents are made so available (and to the extent made available on EDGAR, the Portfolio Manager shall furnish a copy of such
financial statements to the Administrative Agent upon request, and the Administrative Agent shall be deemed to make such request
unless the Administrative Agent notifies the Portfolio Manager otherwise in writing).


 




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(c)          Obligor
Financial Statements; Valuation Reports; Other Reports. The Portfolio Manager will deliver to the Administrative Agent, the
Lenders and the Collateral Agent, with respect to each Obligor, (i) all documents and information required to be delivered by the
Obligor under the Underlying Instruments with respect to each Loan Asset, and the complete financial reporting package with respect
to such Obligor and with respect to each Loan Asset for such Obligor (including any financial statements, management discussion
and analysis, executed covenant compliance certificates and related covenant calculations with respect to such Obligor and with
respect to each Loan Asset for such Obligor) provided to the Borrower and/or the Portfolio Manager quarterly by such Obligor, which
delivery shall be made within sixty (60) days after the end of such Obligor's first three (3) fiscal quarters and ninety (90) days
after the end of such Obligor's fiscal year-end (which financial reporting package shall include, at minimum, sufficient details
to determine Cash Interest Coverage Ratio, Senior Leverage Ratio, Total Leverage Ratio and EBITDA, as applicable, for such Obligor);
provided that this clause (i) shall not be construed as to require delivery of any Obligor information that is confidential
pursuant to the Underlying Instrument unless such recipient enters into a confidentiality agreement, in which case, the delivery
of such Obligor information shall be required to the extent a confidentiality agreement has been entered into pursuant to the terms
of the Underlying Instrument, (ii) the annual budget (along with subsequent changes thereto) with respect to such Obligor and provided
to the Borrower and/or the Portfolio Manager by such Obligor, which delivery shall be made within five (5) Business Days after
receipt by the Borrower and/or the Portfolio Manager as specified in the related Underlying Instruments, (iii) promptly upon receipt
by the Borrower or the Portfolio Manager, the valuation report(s) for the Regularly Scheduled Valuation for such fiscal quarter
and any valuation reports conducted by third parties in connection with the proposed investment with respect to the Obligor, (iv)
updated Obligor Information to the extent such Obligor and the related Loan Asset is subject to a credit re-evaluation by the Portfolio
Manager, and (v) written notice within two (2) Business Days after a change in the Portfolio Manager's internal investment rating
score for the related Loan Asset below a rating of three (3).


 


(d)          Amendments
to Loan Assets. The Portfolio Manager will deliver to the Administrative Agent, the Lenders and the Collateral Custodian a
copy of any amendment, restatement, supplement, waiver or other modification to the Underlying Instruments of any Loan Asset (along
with any internal documents prepared by the Portfolio Manager and provided to its investment committee in connection with such
amendment, restatement, supplement, waiver or other modification) that requires either (i) the affirmative vote of the Borrower
to be effective or (ii) a credit re-evaluation by the Portfolio Manager, in each case, no later than five (5) Business Days prior
to the effectiveness of such amendment, restatement, supplement, waiver or other modification.


 


(e)          Electronic
Format. Notwithstanding anything to the contrary contained herein, information required to be delivered or submitted to any
Secured Party pursuant to this Article V shall be delivered to such Secured Party in an electronic format agreed upon by
the Administrative Agent, the Portfolio Manager and the Collateral Agent (with respect to any information to be delivered to or
by the Collateral Agent), which, as of the Closing Date, shall be in Excel format for any loan tape and otherwise, in form as received
by the Portfolio Manager or the Borrower.


 


Section 5.05         Affirmative
Covenants of the Collateral Agent.


 


From the Closing Date
until the Collection Date:


 


(a)          Compliance
with Law. The Collateral Agent will comply in all material respects with all Applicable Law.


 


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


 




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Section 5.06         Negative
Covenants of the Collateral Agent.


 


From the Closing Date
until the Collection Date, the Collateral Agent will not make any changes to the Collateral Agent Fees without the prior written
approval of the Administrative Agent.


 


Section 5.07         Affirmative
Covenants of the Collateral Custodian.


 


From the Closing Date
until the Collection Date:


 


(a)          Compliance
with Law. The Collateral Custodian will comply in all material respects with all Applicable Law.


 


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


 


(c)          Location
of Required Loan Documents. Subject to Article XII of this Agreement, the Required Loan Documents shall remain at all
times in the possession of the Collateral Custodian at its address located at 1719 Otis Way, Florence, South Carolina 129501, unless
notice of a different address is given in accordance with the terms hereof or unless the Administrative Agent agrees to allow certain
Required Loan Documents to be released to the Portfolio Manager on a temporary basis in accordance with the terms hereof, except
as such Required Loan Documents may be released pursuant to the terms of this Agreement.


 


Section 5.08         Negative
Covenants of the Collateral Custodian.


 


From the Closing Date until the Collection Date:


 


(a)          Required
Loan Documents. The Collateral Custodian will not dispose of any documents constituting the Required Loan Documents in any
manner that is inconsistent with the performance of its obligations as the Collateral Custodian pursuant to this Agreement and
will not dispose of any Collateral except as contemplated by this Agreement.


 


(b)          No
Changes in Collateral Custodian Fees. The Collateral Custodian will not make any changes to the Collateral Custodian Fees without
the prior written approval of the Administrative Agent.


 




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ARTICLE
VI


 


EVENTS
OF DEFAULT


 


Section 6.01         Events
of Default. If any of the following events (each, an "Event
of Default") shall occur:


 


(a)          a
default in the payment when due of (i) any principal of any Advance or (ii) any other amount payable by the Borrower, the Portfolio
Manager or the Transferor, including any Yield, any Unused Fee, any Prepayment Premium or any other fee; and, solely in the case
of amounts other than principal and interest, such failure continues for a period of one (1) Business Day following the earlier
of (x) the Borrower becoming aware of such failure or (y) receipt of written notice by the Borrower and the Portfolio Manager of
such failure; or


 


(b)          the
failure on any Payment Date to disburse amounts in the Collection Account in accordance with Section 2.04; provided
that the failure of the Collateral Agent to disburse amounts in the Collection Account in accordance with the instructions of the
Portfolio Manager shall not constitute an Event of Default unless such failure continues for a period of more than one (1) Business
Day; or


 


(c)          (i)
the Borrower shall fail to pay any principal of, or premium or interest on, any Indebtedness (other than the Obligations) having
an aggregate value of $500,000 or more when the same becomes due and payable; (ii) any other default by the Borrower under any
agreement, contract, document or instrument relating to any such Indebtedness or any other event shall occur and shall continue
after the applicable grace period, if the effect of such default or event is to accelerate, or to permit the acceleration of, the
maturity of such Indebtedness; or (iii) any such Indebtedness is in fact declared to be due and payable or required to be prepaid,
redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made,
in each case, prior to the stated maturity thereof; or


 


(d)          any
representation or warranty made or deemed made by or on behalf of the Borrower, the Portfolio Manager, or the Transferor (collectively,
the "Loan Parties") herein or in any Transaction Document or any amendment or modification thereof or waiver thereunder,
or in any report, certificate, or other document (other than projections, forward-looking information, general economic data, industry
information or information relating to third parties) furnished pursuant hereto or in connection herewith or any amendment or modification
thereof or waiver thereunder, shall prove to have been (a) if not qualified as to materiality or Material Adverse Effect, then
incorrect in any material respect or (b) if qualified as to materiality or Material Adverse Effect, then incorrect, in each case,
when made or deemed made (it being understood that the failure of a Loan Asset to satisfy the Eligibility Criteria or any Collateral
Quality Test after the date of its purchase shall not constitute a failure) and if such failure is capable of being remedied, such
failure shall continue for a period of thirty (30) days following the earlier of (i) receipt by such Loan Party of written notice
of such inaccuracy from the Administrative Agent and (ii) an officer of such Loan Party becoming aware of such inaccuracy; or


 




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(e)          except
as otherwise provided in this definition of "Event of Default", (A) the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in Section 5.02 or (B) any Loan Party shall fail to observe or perform any other
covenant, condition or agreement contained herein (it being understood that the failure of a Loan Asset to satisfy the Eligibility
Criteria or any Collateral Quality Test after the date of its purchase shall not constitute such a failure and the existence of
a Borrowing Base Deficiency is not, in and of itself, an Event of Default except to the extent provided in clause (j) immediately
below) or in any other Transaction Document and, in the case of this clause (B), if such failure is capable of being remedied,
such failure shall continue for a period of thirty (30) days following the earlier of (i) receipt by such Loan Party of written
notice of such failure from the Administrative Agent and (ii) an officer of such Loan Party becoming aware of such failure; or


 


(f)          the
occurrence of a Bankruptcy Event relating to the Borrower, the Transferor or the Portfolio Manager; or


 


(g)          the
occurrence of a Portfolio Manager Default; or


 


(h)          (i)
the rendering of one or more 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 (A) $1,000,000 against the Borrower and (B) $25,000,000 against the Parent,
and neither the Borrower nor the Parent, as applicable, shall have either (1) discharged or provided for the discharge of any such
judgment, decree or order in accordance with its terms or (2) 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; (ii) any action shall be legally taken by a judgment creditor
to attach or levy upon any assets of the Borrower or the Parent to enforce any such judgment; or (iii) the Borrower shall have
made payments of amounts in excess of $1,000,000 and the Transferor in excess of $25,000,000 in the settlement of any litigation,
claim or dispute (excluding payments actually made from insurance proceeds); or


 


(i)          (1)
any Transaction Document, or any lien or security interest granted thereunder, shall (except in accordance with its terms), in
whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the
Borrower, the Transferor, or the Portfolio Manager,


 


(2)         the
Borrower, the Transferor or the Portfolio Manager or any other party shall, directly or indirectly, contest in any manner the effectiveness,
validity, binding nature or enforceability of any Transaction Document or any lien or security interest thereunder, or


 


(3)         the
Lien of the Collateral Agent in the Collateral shall, in whole or in part, cease to be a first priority perfected security interest
except as otherwise expressly permitted to be released in accordance with the applicable Transaction Document; or


 


(j)          a
Borrowing Base Deficiency exists and has not been remedied in accordance with Section 2.06 within the time period set forth
therein; or


 




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(k)          the
Borrower shall become required to register as an "investment company" within the meaning of the 1940 Act; or


 


(l)          the
(i) Borrower's or Parent's assets constitute "plan assets" within the meaning of the Plan Asset Rules of one or more
Benefit Plans, or (ii) Borrower, the Portfolio Manager or any respective ERISA Affiliate sponsors, maintains, contributes to or
is required to contribute to or has any liability (whether actual or contingent) with respect to any Plan; or


 


(m)         any
Change of Control shall occur; or


 


(n)          the
Borrower ceases to have a valid ownership interest (or a perfected, first priority precautionary back-up security interest granted
by the Transferor (which the Borrower shall have collaterally assigned to the Collateral Agent)) in all of the Collateral; or


 


(o)          the
Transferor fails to transfer to the Borrower the applicable Loan Assets and the Related Asset on an Advance Date; or


 


(p)          (i)
failure of the Borrower to maintain at least one Independent Manager, or (ii) the removal of any Independent Manager of the Borrower
without "cause" (as such term is defined in the organizational document of the Borrower) or without giving prior written
notice to the Administrative Agent; or


 


(q)          the
failure to satisfy the Financial Covenant Test; or


 


(r)          the
failure to satisfy the Unfunded Exposure Test due to the failure to deposit Principal Collections or Interest Collections into
the Unfunded Exposure Account as required by Section 2.04(d); or


 


(s)          the
Borrower, the Transferor or the Portfolio Manager makes or attempts to make any assignment of its rights or obligations under this
Agreement or any other Transaction Document without first obtaining the specific written consent of each of the Lenders and the
Administrative Agent, which consent may be withheld by any Lender or the Administrative Agent in its sole and absolute discretion;


 




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then the Administrative Agent or the Required
Lenders, may, by notice to the Borrower (with a copy to the Collateral Agent), declare the "Facility Maturity Date" to
have occurred; provided that, in the case of any event described in Section 7.01(f) above, the "Facility Maturity
Date" shall be deemed to have occurred automatically upon the occurrence of such event. Upon any such declaration or automatic
occurrence, (i) the Revolving Period shall end and the Borrower shall cease purchasing Loan Assets from the Transferor under the
Contribution Agreement or from any other third party and shall cease originating Loan Assets, (ii) the Administrative Agent or
the Required Lenders may declare the Advances to be immediately due and payable in full (without presentment, demand, protest or
notice of any kind, all of which are hereby waived by the Borrower) and any other Obligations to be immediately due and payable,
(iii) the Administrative Agent may direct the Borrower to terminate the Portfolio Manager in accordance with the Portfolio Management
Agreement, and (iv) all proceeds and distributions in respect of the Collateral shall be distributed by the Collateral Agent (at
the direction of the Administrative Agent) as described in Section 2.04(c) (provided that the Borrower shall in any
event remain liable to pay such Advances Outstanding and all such amounts and Obligations immediately in accordance with Section
2.04(e)). In addition, upon any such declaration or upon any such automatic occurrence, the Collateral Agent, on behalf of
the Secured Parties and at the direction of the Administrative Agent, shall have, in addition to all other rights and remedies
under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and other
Applicable Law, which rights shall be cumulative. Without limiting any obligation of the Portfolio Manager hereunder, the Borrower
confirms and agrees that the Collateral Agent, on behalf of the Secured Parties and at the direction of the Administrative Agent
(or any designee thereof, including, the Portfolio Manager), following an Event of Default and the declaration or deemed declaration
of the "Facility Maturity Date," shall, at its option (at the direction of the Administrative Agent), have the sole right
to enforce the Borrower's rights and remedies under each Assigned Document, but without any obligation on the part of the Collateral
Agent, the Collateral Custodian, the Administrative Agent, the Lenders or any of their respective Affiliates to perform any of
the obligations of the Borrower under any such Assigned Document. If any Event of Default shall have occurred, Applicable Margin
shall be increased pursuant to the definition thereof, effective as of the date of the occurrence of such Event of Default, and
shall apply on each day after the occurrence of such Event of Default that such Event of Default is continuing.


 


Section 6.02         Additional
Remedies of the Administrative Agent.


 


(a)          If,
upon the declaration or automatic occurrence of the Facility Maturity Date (including, the date on which the Facility Maturity
Date is declared (or is deemed to have occurred automatically) pursuant to Section 6.01), the aggregate outstanding principal
amount of the Advances Outstanding, all accrued and unpaid Fees and Yield and any other Obligations are not immediately paid in
full, then the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent, in addition to all
other rights specified hereunder, shall have the right, in its own name and as agent for the Lenders, to immediately sell (at the
Borrower's expense) in a commercially reasonable manner, in a recognized market (if one exists) at such price or prices as the
Administrative Agent may reasonably deem satisfactory, any or all of the Collateral and apply the proceeds thereof to the Obligations.


 


(b)          The
parties recognize that it may not be possible to sell all of the Collateral on a particular Business Day, or in a transaction with
the same purchaser, or in the same manner because the market for the assets constituting the Collateral may not be liquid. Accordingly,
the Administrative Agent may elect, in its sole discretion, the time and manner of liquidating any of the Collateral, and nothing
contained herein shall obligate the Administrative Agent to liquidate any of the Collateral on the date the Administrative Agent
or all of the Lenders declares the Advances Outstanding hereunder to be immediately due and payable pursuant to Section 6.01
or to liquidate all of the Collateral in the same manner or on the same Business Day.


 




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(c)          If
the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent proposes to sell the Collateral
or any part thereof in one or more parcels at a public or private sale, at the request of the Collateral Agent or the Administrative
Agent, as applicable, the Borrower and the Portfolio Manager shall make available to (i) the Administrative Agent, on a timely
basis, all information relating to the Collateral subject to sale available to the Portfolio Manager or the Borrower, including,
copies of any disclosure documents, contracts, financial statements of the applicable Obligors, covenant certificates and any other
materials requested by the Administrative Agent, and (ii) each prospective bidder, on a timely basis, all reasonable information
relating to the Collateral subject to sale available to the Portfolio Manager or the Borrower, including, copies of any disclosure
documents, contracts, financial statements of the applicable Obligors, covenant certificates and any other materials reasonably
requested by each such bidder.


 


(d)          Each
of the Borrower and the Portfolio Manager agrees, to the full extent that it may lawfully so agree, that neither it nor anyone
claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption
law now or hereafter in force in any locality where any Collateral may be situated in order to prevent, hinder or delay the enforcement
or foreclosure of this Agreement, or the absolute sale of any of the Collateral or any part thereof, or the final and absolute
putting into possession thereof, immediately after such sale, of the purchasers thereof, and each of the Borrower and the Portfolio
Manager, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be lawful
so to do, the benefit of all such laws, and any and all right to have any of the properties or assets constituting the Collateral
marshaled upon any such sale, and agrees that the Collateral Agent, or the Administrative Agent on its behalf, or any court having
jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral as an entirety or in such parcels
as the Collateral Agent (acting at the direction of the Administrative Agent) or such court may determine. Notwithstanding the
foregoing, the Borrower or the Portfolio Manager (to the extent no Portfolio Manager Default has occurred and is continuing) or
any account managed by the Portfolio Manager may bid on any Loan Asset or portfolio of Loan Assets being auctioned by or on behalf
of the Collateral Agent. Pursuant to the UCC, each of the Borrower, the Administrative Agent and the Collateral Agent hereby specifically
agrees (x) that it shall not raise any objection to a 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 various no action letters
promulgated by the SEC staff (1) shall be considered to be a "public" sale for purposes of the UCC and (2) shall be considered
to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale.


 


(e)          Any
amounts received from any sale or liquidation of the Collateral pursuant to this Section 6.02 in excess of the Obligations
will be applied by the Collateral Agent (as directed by the Administrative Agent) in accordance with the provisions of Section
2.04(c), or as a court of competent jurisdiction may otherwise direct.


 


(f)          The
Administrative Agent and the Lenders shall have, in addition to all the rights and remedies provided herein and provided by applicable
federal, state, foreign, and local laws (including, the rights and remedies of a secured party under the UCC of any applicable
state, to the extent that the UCC is applicable, and the right to offset any mutual debt and claim), all rights and remedies available
to the Lenders at law, in equity or under any other agreement between any Lender and the Borrower.


 


(g)          Except
as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy,
each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or
remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default.


 




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(h)          The
Borrower hereby irrevocably appoints, during the continuance of an Event of Default and at all times following the Facility Maturity
Date, each of the Collateral Agent and the Administrative Agent its true and lawful attorney (with full power of substitution)
in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for in
this Agreement, including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts
collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other
disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments
and other instruments in connection with any such sale or other disposition, the Borrower and the Portfolio Manager hereby ratifying
and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any
agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested
by the Collateral Agent or the Administrative Agent, the Borrower shall ratify and confirm any such sale or other disposition by
executing and delivering to the Collateral Agent or the Administrative Agent all proper bills of sale, assignments, releases and
other instruments as may be designated in any such request.


 


(i)          The
Administrative Agent is hereby authorized and empowered, during the existence of an Event of Default and all times following the
Facility Maturity Date, on behalf of the Borrower, to endorse the name of the Borrower upon any check, draft, instrument, receipt,
instruction, or other document or agreement or item, coming into the Administrative Agent's possession, and to receive and apply
the proceeds therefrom in accordance with the terms hereof. The Administrative Agent is hereby granted an irrevocable power of
attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents,
agreements, or items on behalf of the Borrower either before or after demand of payment on the Obligations but only during the
existence of an Event of Default, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion
of the Administrative Agent, to preserve the security interests and Liens in the Collateral or to secure the repayment of the Obligations,
and the Administrative Agent shall not incur any liability, in the absence of gross negligence or willful misconduct, in connection
with or arising from its exercise of such power of attorney. The application by the Administrative Agent of such funds shall be
the same as set forth in Section 2.04 hereof.


 




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ARTICLE
VII


 


INDEMNIFICATION


 


Section 7.01         Indemnities
by the Borrower.


 


(a)          Except
for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any
other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent, the
Account Bank, the Collateral Custodian or any of their respective Affiliates may have hereunder or under Applicable Law, the Borrower
hereby agrees to indemnify the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent,
the Account Bank, the Collateral Custodian and each of their respective Affiliates, assigns, officers, directors, employees and
agents (each, an "Indemnified Party" for purposes
of this Article VII) against, and to hold each Indemnified Party harmless from, any and all damages, losses, claims, liabilities
and related costs and expenses, including attorneys' fees and disbursements (all of the foregoing being collectively referred to
as "Indemnified Amounts"), awarded against or
actually incurred by such Indemnified Party arising out of, in any way connected with, or as a result of this Agreement, any of
the other Transaction Documents or in respect of any of the Collateral or any claim, litigation, investigation or proceeding relating
to any of the foregoing, including the enforcement of this Agreement or any Transaction Document against the Borrower, regardless
of whether any such Indemnified Party is a party thereto (and regardless of whether such matter is initiated by a third party or
by the Borrower or any of its Affiliates or shareholders); provided that Indemnified Amounts shall not be available to an
Indemnified Party to the extent that (i) such damages, losses, claims, liabilities and related costs and expenses (A) are determined
by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence, fraud, reckless
disregard or willful misconduct on the part of such Indemnified Party or (B) result from the performance of the Loan Assets due
to the Obligor's financial inability to pay or (ii) a court of competent jurisdiction has rendered a final and nonappealable judgment
in favor of the Borrower or any of its Affiliates or shareholders against such Indemnified Party in a matter initiated by the Borrower,
such Affiliate or shareholder against such Indemnified Party.


 


(b)          Any
amounts subject to the indemnification provisions of this Section 7.01
shall be paid by the Borrower to the Administrative Agent (or, with respect to any amounts owing to the Collateral Agent, the Collateral
Custodian or the Account Bank, to the Collateral Agent) on behalf of the applicable Indemnified Party in accordance with Section
2.04 on the next Payment Date; provided that no payment shall be made in respect of amounts arising in a matter initiated
by the Borrower or any of its Affiliates or shareholders against an Indemnified Party (x) until a court of competent jurisdiction
has rendered a judgment in such matter against the Borrower or (y) if such Indemnified Party would not otherwise be entitled to
indemnification pursuant to Section 7.01(a). The Administrative Agent, on behalf of any Indemnified Party making a request
for indemnification under this Section 7.01, shall submit
to the Borrower a certificate setting forth the basis for and the computations of the Indemnified Amounts with respect to which
such indemnification is requested, which certificate shall be conclusive absent demonstrable error.


 


(c)          If
for any reason the indemnification provided above in this Section 7.01
is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless in respect of any losses, claims,
damages or liabilities, then the Borrower shall contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received
by such Indemnified Party on the one hand and the Borrower on the other hand but also the relative fault of such Indemnified Party
as well as any other relevant equitable considerations.


 


(d)          If
the Borrower has made any payments in respect of Indemnified Amounts to the Administrative Agent on behalf of an Indemnified Party
pursuant to this Section 7.01 and such Indemnified Party
thereafter collects any of such amounts from others, such Indemnified Party will promptly repay such amounts collected to the Borrower,
without interest.


 




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(e)          The
obligations of the Borrower under this Section 7.01 shall
survive the resignation or removal of the Administrative Agent, the Lenders, the Portfolio Manager, the Collateral Agent, the Account
Bank or the Collateral Custodian, the invalidity or unenforceability of any term or provision of this Agreement or any other Transaction
Document, any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender, the Portfolio Manager,
the Account Bank or the Collateral Custodian and the termination of this Agreement.


 


Section 7.02         Waiver
of Certain Claims. To the extent permitted by Applicable Law, none of the Borrower or the Portfolio Manager shall assert,
and each hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential
or punitive dames (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement
or any of the Transaction Documents.


 


Section 7.03         Legal
Proceedings. In the event an Indemnified Party becomes involved in any action, claim, or legal, governmental or administrative
proceeding (an "Action") for which it seeks indemnification
hereunder, the Indemnified Party shall promptly notify the other party or parties against whom it seeks indemnification (the "Indemnifying
Party") in writing of the nature and particulars of the Action; provided that its failure to do so shall
not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure has a material adverse effect
on the Indemnifying Party. Upon written notice to the Indemnified Party acknowledging in writing that the indemnification provided
hereunder applies to the Indemnified Party in connection with the Action (subject to the exclusion in the first sentence of Section
7.01), the Indemnifying Party may assume the defense of the Action at its expense with counsel acceptable to the Indemnified
Party. The Indemnified Party shall have the right to retain separate counsel in connection with the Action, and the Indemnifying
Party shall not be liable for the legal fees and expenses of the Indemnified Party after the Indemnifying Party has done so; provided
that if the Indemnified Party determines in good faith that there may be a conflict between the positions of the Indemnified
Party and the Indemnifying Party in connection with the Action, or that the Indemnifying Party is not conducting the defense of
the Action in a manner reasonably protective of the interests of the Indemnified Party, the legal fees and expenses of the Indemnified
Party shall be paid by the Indemnifying Party; provided further
that the Indemnifying Party shall not, in connection with any one Action or separate but substantially similar
or related Actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees
or expenses of more than one separate firm of attorneys (and any required local counsel) for such Indemnified Party, which firm
(and local counsel, if any) shall be designated in writing to the Indemnifying Party by the Indemnified Party. If the Indemnifying
Party elects to assume the defense of the Action, it shall have full control over the conduct of such defense; provided
that the Indemnifying Party and its counsel shall, as requested by the Indemnified Party or its counsel, consult
with and keep them informed with respect to the conduct of such defense. The Indemnifying Party shall not settle an Action without
the prior written approval of the Indemnified Party unless such settlement provides for the full and unconditional release of
the Indemnified Party from all liability in connection with the Action. The Indemnified Party shall reasonably cooperate with
the Indemnifying Party in connection with the defense of the Action.


 




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Section 7.04         After-Tax
Basis. Indemnification under Sections 7.01 shall be
in an amount necessary to make the Indemnified Party whole after taking into account any Tax consequences to the Indemnified Party
of the receipt of the indemnity provided hereunder, including the effect of such Tax or refund on the amount of Tax measured by
net income or profits that is or was payable by the Indemnified Party.


 


ARTICLE
VIII


 


THE
ADMINISTRATIVE AGENT


 


Section 8.01         The
Administrative Agent.


 


(a)          Appointment.
Each Lender hereby irrevocably appoints and authorizes the Administrative Agent as its agent hereunder and hereby further authorizes
the Administrative Agent to appoint additional agents to act on its behalf and for the benefit of each Lender. Each Lender further
authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement
and the other Transaction Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with
such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement
or in any other Transaction Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly
set forth in this Agreement, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender,
and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or
any other Transaction Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing
sentence, the use of the term "agent" in this Agreement with reference to the Administrative Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such
term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between
independent contracting parties.


 


(b)          Delegation
of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document
by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining
to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in
fact that it selects with reasonable care.


 




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(c)          Administrative
Agent's Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall
be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement
or any of the other Transaction Documents, except, subject to Section 8.01(b), for its or their own gross negligence or
willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Each Secured
Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted
to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other
Transaction Documents, except, subject to Section 8.01(b), for its or their own gross negligence or willful misconduct (each
as determined in a final, non-appealable judgment by a court of competent jurisdiction). Without limiting the foregoing, the Administrative
Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Transferor), independent public accountants
and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance
with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible
for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any
of the other Transaction Documents on the part of the Borrower, the Transferor, or the Portfolio Manager or to inspect the property
(including the books and records) of the Borrower, the Transferor, or the Portfolio Manager; (iv) shall not be responsible for
the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction
Documents or any other instrument or document furnished pursuant hereto or thereto; (v) shall incur no liability under or in respect
of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent,
certificate or other instrument or writing (which may be by email) believed by it to be genuine and signed or sent by the proper
party or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate,
report or other document delivered thereunder or in connection therewith; and (vii) shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing
believed by it to be genuine and to have been signed or sent by the proper Person.


 


(d)          Actions
by Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action
under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Required
Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against
any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction
Document in accordance with a request or consent of the Required Lenders; provided that, notwithstanding anything to the
contrary herein, the Administrative Agent shall not be required to take any action hereunder if the taking of such action, in the
reasonable determination of the Administrative Agent, shall be in violation of any Applicable Law or contrary to any provision
of this Agreement or shall expose the Administrative Agent to liability hereunder or otherwise. In the event the Administrative
Agent requests the consent of a Lender pursuant to the foregoing provisions and the Administrative Agent does not receive a consent
(either positive or negative) from such Person within ten (10) Business Days of such Person's receipt of such request, then such
Lender shall be deemed to have consented to the relevant action.


 




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(e)          Notice
of Event of Default, Unmatured Event of Default or Portfolio Manager Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of an Event of Default, Unmatured Event of Default or Portfolio Manager Default,
unless the Administrative Agent has received written notice from a Lender, the Borrower or the Portfolio Manager referring to this
Agreement, describing such Event of Default, Unmatured Event of Default or Portfolio Manager Default and stating that such notice
is a "Notice of Event of Default," "Notice of Unmatured Event of Default" or "Notice of Portfolio Manager
Default," as applicable. The Administrative Agent shall (subject to Section 9.01(c)) take such action with respect
to such Event of Default, Unmatured Event of Default or Portfolio Manager Default as may be requested by the Required Lenders acting
jointly or as the Administrative Agent shall deem advisable or in the best interest of the Lenders.


 


(f) 
         Credit Decision with Respect to the Administrative Agent. Each
Lender and each Secured Party acknowledges that none of the Administrative Agent or any of its Affiliates has made any
representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and
acceptance of any assignment or review of the affairs of the Borrower, the Portfolio Manager, the Transferor or any of their
respective Affiliates or review or approval of any of the Collateral, shall be deemed to constitute any representation or
warranty by any of the Administrative Agent or its Affiliates to any Lender as to any matter, including whether the
Administrative Agent has disclosed material information in its possession. Each Lender and each Secured Party
acknowledges that it has, independently and without reliance upon the Administrative Agent, or any of the Administrative
Agent's Affiliates, and based upon such documents and information as it has deemed appropriate, made its own evaluation and
decision to enter into this Agreement and the other Transaction Documents to which it is a party. Each Lender and each
Secured Party also acknowledges that it will, independently and without reliance upon the Administrative Agent, or any of the
Administrative Agent's Affiliates, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own decisions in taking or not taking action under this Agreement and the other Transaction Documents to
which it is a party. Each Lender and each Secured Party hereby agrees that the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of the Borrower, the Portfolio Manager, the Transferor or their
respective Affiliates which may come into the possession of the Administrative Agent or any of its Affiliates.


 


(g)          Indemnification
of the Administrative Agent. Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the
Borrower or the Portfolio Manager), ratably in accordance with the Pro Rata Share of its related Lender, from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to
or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Administrative
Agent hereunder or thereunder. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent, ratably
in accordance with the Pro Rata Share of its related Lender, promptly upon demand for any out-of-pocket expenses (including counsel
fees) incurred by the Administrative Agent in connection with the administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this
Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in
respect of the Lenders hereunder and/or thereunder and to the extent that the Administrative Agent is not reimbursed for such expenses
by the Borrower or the Portfolio Manager.


 




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(h)          Successor
Administrative Agent. The Administrative Agent may resign at any time, effective upon the appointment and acceptance of a successor
Administrative Agent as provided below, by giving at least five (5) days' written notice thereof to each Lender, the Collateral
Agent and the Borrower and may be removed at any time with cause by the Lenders acting jointly. Upon any such resignation or removal,
the Required Lenders shall appoint a successor Administrative Agent, subject to the approval of the Borrower (which approval shall
not be (i) unreasonably withheld, conditioned or delayed or (ii) required at any time during the continuance of an Event of Default
or after the declaration or automatic occurrence of the Facility Maturity Date). Each Lender agrees that it shall not unreasonably
withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent
shall have been so appointed, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative
Agent's giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent
may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either
(x) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus
of at least $50,000,000 or (y) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder
by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all
the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal
hereunder as Administrative Agent, the provisions of this Article VIII shall continue to inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.


 


(i)          Payments
by the Administrative Agent. Unless specifically allocated to a specific Lender pursuant to the terms of this Agreement, all
amounts received by the Administrative Agent on behalf of the Lenders shall be paid by the Administrative Agent to the Lenders
in accordance with their respective Pro Rata Shares in the applicable Advances Outstanding, or if there are no Advances Outstanding
in accordance with their related Lender's most recent Commitments, on the Business Day received by the Administrative Agent, unless
such amounts are received after 12:00 noon on such Business Day, in which case the Administrative Agent shall use its reasonable
efforts to pay such amounts to each Lender on such Business Day, but, in any event, shall pay such amounts to such Lender not later
than the following Business Day.


 


(j)          The
Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or
enforce compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing,
the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or prospective Lender
is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans,
or disclosure of confidential information, to any Disqualified Lender.


 




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ARTICLE
IX


 


COLLATERAL
AGENT


 


Section 9.01         Designation
of Collateral Agent.


 


(a)          Initial
Collateral Agent. Each of the Lenders and the Administrative Agent hereby designate and appoint the Collateral Agent to act
as its agent for the purposes of perfection of a security interest in the Collateral and hereby authorizes the Collateral Agent
to take such actions on its behalf and on behalf of each of the Secured Parties and to exercise such powers and perform such duties
as are expressly granted to the Collateral Agent by this Agreement. The Collateral Agent hereby accepts such agency appointment
to act as Collateral Agent pursuant to the terms of this Agreement, until its resignation or removal as Collateral Agent pursuant
to the terms hereof.


 


(b)          Successor
Collateral Agent. Upon the Collateral Agent's receipt of a Collateral Agent Termination Notice from the Administrative Agent
of the designation of a successor Collateral Agent pursuant to the provisions of Section 9.05, the Collateral Agent agrees
that it will terminate its activities as Collateral Agent hereunder.


 


(c)          Secured
Party. The Administrative Agent and the Lenders hereby appoint U.S. Bank National Association, in its capacity as Collateral
Agent hereunder, as their agent for the purposes of perfection of a security interest in the Collateral. U.S. Bank National Association,
in its capacity as Collateral Agent hereunder, hereby accepts such appointment and agrees to perform the duties set forth in Section
9.02(b).


 


Section 9.02         Duties
of Collateral Agent.


 


(a)          Appointment.
The Lenders and the Administrative Agent each hereby appoints U.S. Bank National Association to act as Collateral Agent, for the
benefit of the Secured Parties. The Collateral Agent hereby accepts such appointment and agrees to perform the duties and obligations
with respect thereto set forth herein.


 


(b)          Duties.
On or before the initial Advance Date, and until its removal pursuant to Section 9.05, the Collateral Agent shall perform,
on behalf of the Secured Parties, the following duties and obligations:


 


(i)          The
Collateral Agent shall calculate amounts to be remitted pursuant to Section 2.04 to the applicable parties and notify the
Portfolio Manager and the Administrative Agent in the event of any discrepancy between the Collateral Agent's calculations and
the Portfolio Management Report (such dispute to be resolved in accordance with Section 2.05);


 


(ii)         The
Collateral Agent shall make payments pursuant to the terms of the Portfolio Management Report or as otherwise directed in accordance
with Sections 2.04 or 2.05.


 




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(iii)        The
Collateral Agent shall provide to the Portfolio Manager a copy of all written notices and communications identified as being sent
to it in connection with the Loan Assets and the other Collateral held hereunder which it receives from the related Obligor, participating
bank and/or agent bank. In no instance shall the Collateral Agent be under any duty or obligation to take any action on behalf
of the Portfolio Manager in respect of the exercise of any voting or consent rights, or similar actions, unless it receives specific
written instructions from the Portfolio Manager, prior to the occurrence of an Event of Default, or the Administrative Agent, after
the occurrence of Event of Default, in which event the Collateral Agent shall vote, consent or take such other action in accordance
with such instructions.


 


(iv)        As
promptly as possible after the Closing Date, and in any event no later than thirty (30) days after the Closing Date, the Collateral
Agent shall create a database (the "Collateral Database")
with respect to the Loan Assets held by the Borrower on the Closing Date, which Collateral Database shall include all information
reasonably requested by the Administrative Agent and agreed to by the Collateral Agent with respect to the Loan Assets and the
Collateral, on an individual Loan Asset basis and on a portfolio basis. The Collateral Agent shall permit access to the information
in the Collateral Database by the Portfolio Manager, the Borrower and the Administrative Agent no later than thirty (30) days after
the Closing Date. The Collateral Agent shall prepare, for review and approval by the Portfolio Manager and the Administrative Agent:
(a) by no later than the 15th of each calendar month (or, if such day is not a Business Day, the next succeeding Business Day),
as of the preceding Monthly Determination Date, and, any date on which an Advance is made (subject to the Collateral Agent’s
receipt of the related Notice of Borrowing and any other information reasonably needed by the Collateral Agent by 12:00 p.m. at
least one (1) Business Day prior), as of one (1) Business Day prior to the date on which such Advance is made, a report containing
the information described in Section A of the report attached hereto as Exhibit H; (b) on each Business Day and in accordance
with Section 9.02(b)(vi) below, a daily report containing the information described in Section B of the report attached
hereto as Exhibit H; (c) by no later than each Payment Date, as of the preceding Monthly Determination Date, a report containing
the information specified in Section C of the report attached hereto as Exhibit H; and (d) by no later than any date on
which a Permitted Distribution or Permitted Tax Distribution occurs (subject to the Collateral Agent’s receipt of notice
of such Permitted Distribution or Permitted Tax Distribution and any other information reasonably needed by the Collateral Agent
by 12:00 p.m. at least one (1) Business Days prior, as of one (1) Business Days prior to the date on which such Permitted Distribution
or Permitted Tax Distribution is to be made, a report containing the information specified in Section D of the Report attached
hereto as Exhibit H, in each case based on information contained in the Collateral Database or as provided by the Borrower,
the Administrative Agent, the Portfolio Manager or other third-party sources, as applicable. Upon receipt of such report, the Borrower,
the Administrative Agent, and the Portfolio Manager shall indicate its approval of such report or identify any discrepancy. In
the event of any discrepancy between the information set forth in such report provided by the Collateral Agent to the Borrower,
the Administrative Agent and the Portfolio Manager and any information contained in the books, records or reports of Borrower,
the Administrative Agent and the Portfolio Manager, such party shall promptly notify the Collateral Agent thereof and the parties
shall cooperate to resolve the discrepancy. For the avoidance of doubt, (1) any final determination of the calculation of Yield
and Unused Fees and Excess Interest Proceeds shall be made by the Administrative Agent, and (2) any final determination of the
Borrowing Base calculation, the Collateral Quality Tests, the Unfunded Exposure Test, the Value Adjustment Event summary, the Loan
Asset Schedule, the priority of payments for each Payment Date shall be made by the Portfolio Manager. The Collateral Agent shall
update the Collateral Database promptly for Loan Assets and Permitted Investments acquired or sold or otherwise disposed of and
for any amendments or changes to Loan Asset amounts or interest rates, in each case based upon information and data received from
the Borrower, the Portfolio Manager, or the related bank agent, obligor, or financial information reporting or other third-party
sources.


 




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(v)         The
Collateral Agent shall establish the Collection Account and the Unfunded Exposure Account in the name of the Borrower subject to
the lien and control of the Collateral Agent for the benefit of the Secured Parties.


 


(vi)        The
Collateral Agent shall track the receipt and daily allocation of cash to the Interest Collection Subaccount and Principal Collection
Subaccount and any withdrawals therefrom and, on each Business Day, provide to the Portfolio Manager daily reports reflecting such
actions to the Interest Collection Subaccount and Principal Collection Subaccount as of the close of business on the preceding
Business Day.


 


(vii)       The
Collateral Agent shall provide the Portfolio Manager with such other information as may be reasonably requested in writing by the
Portfolio Manager and as is within the possession of the Collateral Agent.


 


(c)          (i)
The Administrative Agent, each Lender and each Secured Party further authorizes the Collateral Agent to take such action as agent
on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to
the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance,
and without limiting the generality of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction
of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action
that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests
granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including,
the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto
or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments
or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section
9.02(c) shall be deemed to relieve the Borrower or the Portfolio Manager of their respective obligations to protect
the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including to file financing and
continuation statements in respect of the Collateral in accordance with Section
5.01(j). It is understood and agreed that any and all actions performed by the Collateral Agent in connection with this
Section 9.02(c) shall be at the written direction of the Administrative
Agent or the Required Lenders, and the Collateral Agent shall have no responsibility or liability in connection with determining
whether any such actions are necessary or desirable to perfect, protect or more fully secure the security interest granted by the
Borrower hereunder or to enable any Person to exercise or enforce any of their respective rights hereunder.


 




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(ii)         The
Administrative Agent may direct the Collateral Agent to take any such incidental action hereunder. With respect to other actions
which are incidental to the actions specifically delegated to the Collateral Agent hereunder, the Collateral Agent shall not be
required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully
protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral
Agent shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise
if the taking of such action, in the reasonable determination of the Collateral Agent, (x) shall be in violation of any Applicable
Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Agent to liability hereunder or otherwise
(unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral
Agent requests the consent of the Administrative Agent and the Collateral Agent does not receive a consent (either positive or
negative) from the Administrative Agent within ten (10) Business Days of its receipt of such request, then the Administrative Agent
shall be deemed to have declined to consent to the relevant action.


 


(iii)        Except
as expressly provided herein, the Collateral Agent shall not be under any duty or obligation to take any affirmative action to
exercise or enforce any power, right or remedy available to it under this Agreement unless and until (and to the extent) expressly
so directed by the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by
it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party
the right to so direct the Collateral Agent, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice
or knowledge of any matter hereunder, including an Event of Default, Facility Maturity Date, Portfolio Manager Default or a Borrowing
Base Deficiency unless a Responsible Officer of the Collateral Agent has knowledge of such matter or written notice thereof is
received by the Collateral Agent at its address as set forth in Section 11.02 indicating the occurrence of such event.


 


(d)          If,
in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action,
the Collateral Agent may request written instructions from the Administrative Agent as to the course of action desired by it. If
the Collateral Agent does not receive such instructions within two (2) Business Days after it has requested them, the Collateral
Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act
in accordance with instructions received after such two (2) Business Day period except to the extent it has already, in good faith,
taken or committed itself to take, action inconsistent with such instructions. The Collateral Agent shall be entitled to rely on
the advice of legal counsel and independent accountants in performing its duties hereunder and shall be deemed to have acted in
good faith if it acts in accordance with such advice.


 




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(e)          Concurrently
herewith, the Administrative Agent directs the Collateral Agent and the Collateral Agent is authorized to enter into the Collection
and Unfunded Exposure Account Agreement. For the avoidance of doubt, all of the Collateral Agent's rights, protections and immunities
provided herein shall apply to the Collateral Agent for any actions taken or omitted to be taken under the Collection and Unfunded
Exposure Account Agreement in such capacity.


 


(f)          Nothing
herein shall obligate the Collateral Agent to determine independently the correct characterization or categorization of any item
of Collateral, or to evaluate or verify the Portfolio Manager's characterization of any item of Collateral, any such determination
being based exclusively upon notification the Collateral Agent receives from the Portfolio Manager and nothing herein shall obligate
the Collateral Agent to review or examine any underlying instrument or contract evidencing, governing or guaranteeing or securing
any Loan Asset in order to verify, confirm, audit or otherwise determine any characteristic thereof.


 


(g)          The
Borrower, the Portfolio Manager and the Administrative Agent shall cooperate with the Collateral Agent in connection with the preparation
by the Collateral Agent of any reports, statements and calculations to be prepared by it. Without limiting the generality of the
foregoing, each of the Borrower, the Portfolio Manager and the Administrative Agent (as applicable) shall supply in a timely fashion
any information maintained by it that the Collateral Agent may from time to time request and reasonably need to complete the reports,
statements and calculations required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent
to perform its obligations under the Transaction Documents, including, without limitation, the calculation of Yield and Unused
Fees, the Borrowing Base Calculation, the Value Adjustment Event summary and any other information that may be reasonably required
under the Transaction Documents. The Portfolio Manager and the Administrative Agent shall review and verify the contents of the
aforesaid reports, statements and calculations of the Collateral Agent and upon approval from the Portfolio Manager and the Administrative
Agent, the Collateral Agent shall send such reports, statements and calculations as required hereunder.


 


Section 9.03         Merger
or Consolidation. Any Person (a) into which the Collateral Agent may be merged or consolidated, (b) that may result from any
merger or consolidation to which the Collateral Agent shall be a party, or (c) that may succeed to the properties and assets of
the Collateral Agent substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption
to perform every obligation of the Collateral Agent hereunder, shall be the successor to the Collateral Agent under this Agreement
without further act of any of the parties to this Agreement.


 


Section 9.04         Collateral
Agent Compensation. As compensation for its Collateral Agent activities hereunder, the Collateral Agent shall be entitled
to the Collateral Agent Fees and Collateral Agent Expenses from the Borrower as set forth in the Collateral Agent and Collateral
Custodian Fee Letter, payable to the extent of funds available therefor pursuant to the provisions of Section 2.04. The
Collateral Agent's entitlement to receive the Collateral Agent Fees shall cease on the earlier to occur of: (a) its removal as
Collateral Agent pursuant to Section 9.05 or (b) the termination of this Agreement.


 




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Section 9.05         Collateral
Agent Removal. The Collateral Agent may be removed, with or without cause, by the Administrative Agent by notice given in
writing to the Collateral Agent (the "Collateral Agent Termination
Notice"); provided that, notwithstanding its receipt of a Collateral Agent Termination Notice, the Collateral
Agent shall continue to act in such capacity until a successor Collateral Agent has been appointed and has agreed to act as Collateral
Agent hereunder; provided that the Collateral Agent shall continue to receive compensation of its fees and expenses in
accordance with Section 9.04 above while so serving as the Collateral Agent prior to a successor Collateral Agent
being appointed.


 


Section 9.06         Limitation
on Liability.


 


(a)          The
Collateral Agent may conclusively rely on and shall be fully protected in acting upon any signature, certificate, instrument, statement,
resolution, request, direction, consent, order, report, bond, opinion, notice, letter, telegram or other document or paper delivered
to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The
Collateral Agent may rely conclusively on and shall be fully protected in acting upon the written instructions of any designated
officer of the Administrative Agent.


 


(b)          The
Collateral Agent may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice
or opinion of such counsel.


 


(c)          The
Collateral Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith,
or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case
of its willful misconduct or grossly negligent performance or omission of its duties.


 


(d)          The
Collateral Agent makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement)
as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the
Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly
set forth in this Agreement) of any of the Collateral. The Collateral Agent shall not be obligated to take any legal action hereunder
that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory
to it.


 


(e)          The
Collateral Agent shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth
in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Agent. Notwithstanding
any provision to the contrary elsewhere in the Transaction Documents, the Collateral Agent shall not have any fiduciary relationship
with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities
shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Collateral Agent. Without limiting
the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Collateral Agent
shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility.


 




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(f)       
   The Collateral Agent shall not be required to expend or risk its own funds in the performance of its duties
hereunder.


 


(g)          It
is expressly agreed and acknowledged that the Collateral Agent is not guaranteeing performance of or assuming any liability for
the obligations of the other parties hereto or any parties to the Collateral.


 


(h)          Subject
in all cases to the last sentence of Section 2.05, in case any reasonable question arises as to its duties hereunder, the
Collateral Agent may, prior to the occurrence of an Event of Default or the Facility Maturity Date, request instructions from the
Portfolio Manager and may, after the occurrence of an Event of Default or the Facility Maturity Date, request instructions from
the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions
from the Portfolio Manager or the Administrative Agent, as applicable. The Collateral Agent shall in all events have no liability,
risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent. In no event shall
the Collateral Agent be liable for punitive, special, indirect or consequential loss or damage of any kind whatsoever (including
but not limited to lost profits), even if the Collateral Agent has been advised of the likelihood of such loss or damage and regardless
of the form of action.


 


(i)          The
Collateral Agent shall not be liable for the acts or omissions of the Collateral Custodian or the Administrative Agent under this
Agreement and shall not be required to monitor the performance of the Collateral Custodian or the Administrative Agent. Notwithstanding
anything herein to the contrary, the Collateral Agent shall have no duty to perform any of the duties of the Collateral Custodian,
the Administrative Agent or any party under this Agreement or any other Transaction Document.


 


(j)          The
Collateral Agent hereby disclaims any representation or warranty to the Administrative Agent and the Lenders concerning and shall
have no responsibility to the Administrative Agent and the Lenders for the existence, priority or perfection of the Liens and security
interests granted hereunder or under any Transaction Document or in the value of any of the Collateral. The Collateral Agent makes
no representation as to the value, sufficiency or condition of the Collateral or any part thereof, as to the title of the Borrower
to the Collateral, as to the security afforded by this Agreement or any other Transaction Document. The Collateral Agent shall
not be responsible for insuring the Collateral, for the payment of taxes, charges, assessments or liens upon the Collateral or
otherwise as to the maintenance of the Collateral, except as provided in the immediately following sentence when the Collateral
Agent has possession of the Collateral. The Collateral Agent shall not have any duty to the Administrative Agent or the Lenders
as to any Collateral in its possession or in the possession of someone under its control or in the possession or control of any
agent or nominee of the Collateral Agent selected and appointed with reasonable due care or any income thereon or as to the preservation
of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may
be in its possession substantially the same care as it accords its own assets and the duty to account for monies received by it.
The Collateral Agent shall not be under an obligation independently to request or examine insurance coverage with respect to any
Collateral. The Collateral Agent shall not be liable for the acts or omissions of any bank, depositary bank, custodian, independent
counsel of the Borrower or any other party selected and appointed by the Collateral Agent with reasonable due care or selected
by any other party hereto that may hold or possess Collateral or documents related to Collateral and the Collateral Agent shall
not be required to monitor the performance of any such Persons holding Collateral. For the avoidance of doubt, the Collateral Agent
shall not be responsible to the Lenders for the perfection of any Lien or for the filing, form, content or renewal of any UCC financing
statements, fixture filings, mortgages, deeds of trust and such other documents or instruments, provided however that if instructed
by the Required Lenders and at the expense of the Borrower, the Borrower shall arrange for the filing and continuation, of financing
statements or other filing or recording documents or instruments (collectively, the "Financing Statements") for
the perfection of security interests in the Collateral. The Collateral Agent shall not be responsible for the preparation, form,
content, sufficiency or adequacy of any such Financing Statements.




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(k)          Notwithstanding
anything contained herein, neither the Collateral Agent nor the Collateral Custodian shall have any obligations with respect to
any collateral comprised of mortgages or other real property, including without limitation any of its express duties in Section
10.02(b). In connection with the exercise of any rights or remedies in respect of, or foreclosure or realization upon, any
real estate-related collateral pursuant to this Agreement or any Transaction Document, the Collateral Agent shall not be obligated
to take title to or possession of real estate in its own name, or otherwise in a form or manner that may, in its reasonable judgment,
expose it to liability. In the event that the Collateral Agent deems that it may be considered an "owner or operator"
under any environmental laws or otherwise cause the Collateral Agent to incur, or be exposed to, any environmental liability or
any liability under any other federal, state or local law, the Collateral Agent reserves the right, instead of taking such action,
either to resign as Collateral Agent subject to the terms and conditions of Section 10.07 or to arrange for the transfer
of the title or control of the asset to a court appointed receiver. The Collateral Agent will not be liable to any Person for any
environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation
by reason of the Collateral Agent's actions and conduct as authorized, empowered and directed hereunder or relating to any kind
of discharge or release or threatened discharge or release of any hazardous materials into the environment.


 


(l)          Without
limiting the generality of any terms of this section, the Collateral Agent shall have no liability for any action or omissions
of the Borrower, the Portfolio Manager, the Administrative Agent or the Lenders or any failure, inability or unwillingness on the
part of the Portfolio Manager, the Administrative Agent or the Borrower 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. The duties and obligations of the Collateral Agent and its
employees or agents shall be determined solely by the express provisions of this Agreement and they shall not be under any obligation
or duty except for the performance of such duties and obligations as are specifically set forth herein, and no implied covenants
shall be read into this Agreement against them.




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(m)         The
Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any certificate, report or other
document; 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.


 


(n)          The
Collateral Agent may exercise any of its rights or powers hereunder or perform any of its duties hereunder either directly or,
by or through its agents or attorneys, and the Collateral Agent shall not be responsible for any misconduct or negligence on the
part of any agent or attorney selected and appointed hereunder with reasonable due care. Neither the Collateral Agent nor any of
its affiliates, directors, officers, shareholders, agents or employees will be liable to the Collateral Manager, the Borrower or
any other Person, except by reason of acts or omissions by the Collateral Agent constituting willful misconduct, gross negligence
of the Collateral Agent's duties hereunder.


 


(o)          If
the Collateral Agent is prevented from fulfilling its obligations under this Agreement as a result of governmental or regulatory
actions, government regulations, fires, strikes, accidents, acts of God or other causes beyond the control of the Collateral Agent,
the Collateral Agent shall use commercially reasonable efforts to mitigate the effects of such circumstances and resume performance
as soon as reasonably possible, and the Collateral Agent's obligations shall be suspended for a reasonable time during which such
conditions exist.


 


(p)          The
Collateral Agent shall not be responsible for the preparation or filing of any reports or returns relating to federal, state or
local income taxes for any other Person with respect to this Agreement, other than in respect of the Collateral Agent's compensation
or for reimbursement of expenses.


 


Section 9.07         Collateral
Agent Resignation. The Collateral Agent may resign at any time by giving not less than ninety (90) days' written notice thereof
to the Administrative Agent and with the consent of the Administrative Agent, which consent shall not be unreasonably withheld.
Upon receiving such notice of resignation, the Administrative Agent shall promptly appoint a successor collateral agent or collateral
agents by written instrument, in duplicate, executed by the Administrative Agent, one copy of which shall be delivered to the
Collateral Agent so resigning and one copy to the successor collateral agent or collateral agents, together with a copy to the
Borrower, Portfolio Manager and Collateral Custodian. If no successor collateral agent shall have been appointed and an instrument
of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within forty-five (45) days
after the giving of such notice of resignation, the resigning Collateral Agent may petition any court of competent jurisdiction
for the appointment of a successor Collateral Agent. Notwithstanding anything herein to the contrary, the Collateral Agent may
not resign prior to a successor Collateral Agent being appointed.




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ARTICLE
X


 


COLLATERAL
CUSTODIAN


 


Section 10.01       Designation
of Collateral Custodian.


 


(a)          Initial
Collateral Custodian. The role of Collateral Custodian with respect to the Required Loan Documents shall be conducted by the
Person designated as Collateral Custodian hereunder from time to time in accordance with this Section 10.01. The Administrative
Agent hereby designates and appoints the Collateral Custodian to act as its agent and hereby authorizes the Collateral Custodian
to take such actions on its behalf and to exercise such powers and perform such duties as are expressly granted to the Collateral
Custodian by this Agreement. The Collateral Custodian hereby accepts such agency appointment to act as Collateral Custodian pursuant
to the terms of this Agreement, until its resignation or removal as Collateral Custodian pursuant to the terms hereof.


 


(b)          Successor
Collateral Custodian. Upon the Collateral Custodian's receipt of a Collateral Custodian Termination Notice from the Administrative
Agent of the designation of a successor Collateral Custodian pursuant to the provisions of Section 10.05, the Collateral
Custodian agrees that it will terminate its activities as Collateral Custodian hereunder.


 


Section 10.02       Duties
of Collateral Custodian.


 


(a)          Appointment.
The Administrative Agent hereby appoints U.S. Bank National Association to act as Collateral Custodian, for the benefit of the
Secured Parties. The Collateral Custodian hereby accepts such appointment and agrees to perform the duties and obligations with
respect thereto set forth herein.


 


(b)          Duties.
From the Closing Date until its removal pursuant to Section 10.05, the Collateral Custodian shall perform, on behalf
of the Secured Parties, the following duties and obligations:


 




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(i)          The
Collateral Custodian shall take and retain custody of the Required Loan Documents delivered by the Borrower pursuant to Section
3.02(a) and Section 3.04(b) hereof in accordance with the terms and conditions of this Agreement, all for the benefit
of the Secured Parties. Within five (5) Business Days of its receipt of any Required Loan Documents (the "Review Period"),
the related Loan Asset Schedule and a hard copy of the Loan Asset Checklist, the Collateral Custodian shall review the Required
Loan Documents to confirm that (A) such Required Loan Documents have been executed (either an original or a copy, as indicated
on the Loan Asset Checklist) and have no mutilated pages, (B) filed stamped copies of the UCC and other filings (required by the
Required Loan Documents) are included, (C) if listed on the Loan Asset Checklist, a copy of an Insurance Policy (or evidence thereof)
with respect to any real or personal property constituting the Related Collateral is included, and (D) the related original balance
(based on a comparison to the note or assignment agreement, as applicable), Loan Asset number and Obligor name, as applicable,
with respect to such Loan Asset is referenced on the related Loan Asset Schedule (such items (A) through (D) collectively, the
"Review Criteria"). In order to facilitate the
foregoing review by the Collateral Custodian, in connection with each delivery of Required Loan Documents hereunder to the Collateral
Custodian, the Portfolio Manager shall provide to the Collateral Custodian a hard copy (which may be preceded by an electronic
copy, as applicable) of the related Loan Asset Checklist which contains the Loan Asset information with respect to the Required
Loan Documents being delivered, identification number and the name of the Obligor with respect to such Loan Asset. Notwithstanding
anything herein to the contrary, the Collateral Custodian's obligation to review the Required Loan Documents shall be limited to
reviewing such Required Loan Documents based on the information provided on the Loan Asset Checklist. In receiving any Required
Loan Documents hereunder, and in maintaining any listing or providing any report or communication with respect to the Required
Loan Documents held hereunder, the Collateral Custodian shall be required only to review such Required Loan Documents in accordance
with the Review Criteria. Not later than one (1) Business Day after the Review Period, the Collateral Custodian shall execute and
deliver to the Borrower, the Portfolio Manager and the Administrative Agent a certification more fully described below (a "Collateral
Custodian Certification") substantially in the form attached hereto as Exhibit I, including an attached exception
report (an "Exception Report"), listing any Required Loan Document listed on the Loan Asset Checklist not included
in the related Loan File (which Exception Report shall include any document that does not satisfy the Review Criteria). The Portfolio
Manager shall have five (5) Business Days after receipt thereof to correct any non-compliance with any Review Criteria. In addition,
if requested in writing (in the form of Exhibit G) by the Portfolio Manager and approved by the Administrative Agent within
ten (10) Business Days of the Collateral Custodian's delivery of such report, the Collateral Custodian shall return any Loan Asset
which fails to satisfy a Review Criteria to the Borrower. Other than the foregoing, the Collateral Custodian shall not have any
responsibility for reviewing any Required Loan Documents. Notwithstanding anything to the contrary contained herein, the Collateral
Custodian shall have no duty or obligation with respect to any Loan Asset Checklist delivered to it in electronic form.


 


(ii)         In
taking and retaining custody of the Required Loan Documents, the Collateral Custodian shall be deemed to be acting as the agent
of the Secured Parties; provided that the Collateral Custodian makes no representations as to the existence, perfection
or priority of any Lien on the Required Loan Documents or the instruments therein; and provided further that the Collateral
Custodian's duties shall be limited to those expressly contemplated herein.


 


(iii)        All
Required Loan Documents shall be kept in fire resistant vaults, rooms or cabinets at the address of the Collateral Custodian located
at U.S. Bank National Association, or at such other office as shall be specified to the Administrative Agent and the Portfolio
Manager by the Collateral Custodian in a written notice delivered at least thirty (30) days prior to such change. All Required
Loan Documents shall be placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval
and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle
the physical Required Loan Documents with any other files of the Collateral Custodian other than those, if any, relating to the
Transferor and its Affiliates and subsidiaries.


 




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(iv)        The
Collateral Custodian shall also maintain records of the total number of Loan Files that do not have the Required Loan Documents
provided on the Loan Asset Checklist and will forward such total to the Collateral Agent for inclusion in each monthly report.


 


(v)         Notwithstanding
any provision to the contrary elsewhere in the Transaction Documents, the Collateral Custodian shall not have any fiduciary relationship
with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities
shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Collateral Custodian. Without
limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Collateral
Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility.
The Collateral Custodian shall not be deemed to assume any obligations or liabilities of the Borrower or Collateral Manager hereunder
or under any other Transaction Document.


 


(c)                 (i)         
The Collateral Custodian agrees to cooperate with the Administrative Agent and the Collateral Agent and deliver any Required Loan
Documents to the Collateral Agent or Administrative Agent (pursuant to a written request in the form of Exhibit G), as applicable,
as requested in order to take any action that the Administrative Agent deems necessary or desirable in order to perfect, protect
or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce
any of their respective rights hereunder, including any rights arising with respect to Article VI. In the event the Collateral
Custodian receives instructions from the Collateral Agent, the Portfolio Manager or the Borrower which conflict with any instructions
received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative
Agent.


 


(ii)         The
Administrative Agent may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions
which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall
not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall
be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the
Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured
Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation
of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability
hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In
the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive
a consent (either positive or negative) from the Administrative Agent within ten (10) Business Days of its receipt of such request,
then the Administrative Agent shall be deemed to have declined to consent to the relevant action.


 




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(iii)        The
Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction
of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian,
or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder,
including an Event of Default, unless a Responsible Officer of the Collateral Custodian has knowledge of such matter or written
notice thereof is received by the Collateral Custodian.


 


Section 10.03       Merger
or Consolidation. Any Person (a) into which the Collateral Custodian may be merged or consolidated, (b) that may result from
any merger or consolidation to which the Collateral Custodian shall be a party, or (c) that may succeed to the properties and
assets of the Collateral Custodian substantially as a whole, which Person in any of the foregoing cases executes an agreement
of assumption to perform every obligation of the Collateral Custodian hereunder, shall be the successor to the Collateral Custodian
under this Agreement without further act of any of the parties to this Agreement.


 


Section 10.04     Collateral
Custodian Compensation. As compensation for its Collateral Custodian activities hereunder, the Collateral Custodian shall
be entitled to the Collateral Custodian Fees from the Borrower as set forth in the Collateral Agent and Collateral Custodian Fee
Letter, payable pursuant to the extent of funds available therefor pursuant to the provisions of Section 2.04. The Collateral
Custodian's entitlement to receive the Collateral Custodian Fees shall cease on the earlier to occur of: (a) its removal as Collateral
Custodian pursuant to Section 10.05, (b) its resignation as Collateral Custodian pursuant to Section 10.07
of this Agreement or (c) the termination of this Agreement.


 


Section 10.05       Collateral
Custodian Removal. The Collateral Custodian may be removed, with or without cause, by the Administrative Agent by notice given
in writing to the Collateral Custodian (the "Collateral Custodian
Termination Notice"); provided that, notwithstanding its receipt of a Collateral Custodian Termination
Notice, the Collateral Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues
to act in such capacity, shall continue to receive the Collateral Custodian Fees and any other amounts to which it is entitled
to receive in such capacity under the terms of this Agreement and the Collateral Agent and Collateral Custodian Fee Letter) until
a successor Collateral Custodian has been appointed and has agreed to act as Collateral Custodian hereunder.


 


Section 10.06       Limitation
on Liability.


 


(a)          The
Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion,
notice, instruction, statement, request, waiver, consent, report, letter or other document delivered to it and that in good faith
it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian shall not
be bound to make any independent investigation into the facts or matters stated in any such notice, instruction, statement certificate,
request, waiver, consent, opinion, report, receipt or other paper or document. The Collateral Custodian may rely conclusively on
and shall be fully protected in acting upon the written instructions of the Administrative Agent.


 




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(b)          The
Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance
with the advice or opinion of such counsel.


 


(c)          The
Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good
faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in
the case of its willful misconduct or grossly negligent performance or omission of its duties.


 


(d)          The
Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this
Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability
of the Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly
set forth in this Agreement) of any of the Collateral. The Collateral Custodian shall not be obligated to take any legal action
hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably
satisfactory to it.


 


(e)          The
Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth
in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. The duties,
obligations and responsibilities of the Collateral Custodian shall be determined solely by the express provisions of this Agreement.
No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, the Collateral
Custodian. Any permissive right of the Collateral Custodian to take any action hereunder shall not be construed as a duty.


 


(f)    
      The Collateral Custodian shall not be required to expend or risk its own funds in the
performance of its duties hereunder.


 


(g)          It
is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability
for the obligations of the other parties hereto or any parties to the Collateral.


 


(h)          Subject
in all cases to the last sentence of Section 10.02(c)(i), in case any reasonable question arises as to its duties hereunder,
the Collateral Custodian may, prior to the occurrence of an Event of Default or the Facility Maturity Date, request instructions
from the Portfolio Manager and may, after the occurrence of an Event of Default or the Facility Maturity Date, request instructions
from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions
from the Portfolio Manager or the Administrative Agent, as applicable. The Collateral Custodian shall in all events have no liability,
risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent. In no event shall
the Collateral Custodian be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if the Collateral Custodian has been advised of the likelihood of such loss or damage and regardless
of the form of action.


 




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(i)          The
Collateral Custodian may act or exercise its duties or powers hereunder either directly or, by or through its agents or attorneys,
and the Collateral Custodian shall not be liable or responsible for the negligence or misconduct of any agent or attorney selected
or appointed with reasonable due care by it.


 


(j)          If
the Collateral Custodian is prevented from fulfilling its obligations under this Agreement as a result of governmental or regulatory
actions, government regulations, fires, strikes, accidents, acts of God or other causes beyond the control of the Collateral Custodian,
the Collateral Custodian shall use commercially reasonable efforts to mitigate the effects of such circumstances and resume performance
as soon as reasonably possible, and the Collateral Custodian's obligations shall be suspended for a reasonable time during which
such conditions exist.


 


(k)          The
Collateral Custodian shall have no responsibilities or duties with respect to any Loan File while such Loan File is not in its
possession.


 


Section
10.07       Collateral Custodian Resignation. Collateral Custodian may resign and be
discharged from its duties or obligations hereunder, not earlier than ninety (90) days after delivery to the Administrative
Agent of written notice of such resignation specifying a date when such resignation shall take effect. Upon the effective
date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination
hereof, Collateral Custodian shall (i) be reimbursed for any costs and expenses Collateral Custodian shall incur in
connection with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the
possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to
Collateral Custodian in writing upon the receipt of a request in the form of Exhibit G. Notwithstanding anything
herein to the contrary, the Collateral Custodian may not resign prior to a successor Collateral Custodian being
appointed. For the avoidance of doubt, the Collateral Custodian shall be entitled to receive, as and when such amounts are
payable in accordance with this Agreement, any Collateral Custodian Fees accrued through the effective date of its
resignation pursuant to and in accordance with this Section 10.07.


 


Section 10.08       Release
of Documents.


 


(a)          Release
for Portfolio Manager. From time to time and as appropriate for the enforcement or servicing of any of the Collateral, the
Collateral Custodian is hereby authorized (unless and until such authorization is revoked by the Administrative Agent), upon written
receipt from the Portfolio Manager of a request for release of documents and receipt in the form annexed hereto as Exhibit G,
to release to the Portfolio Manager within two (2) Business Days of receipt of such request, the related Required Loan Documents
or the documents set forth in such request and receipt to the Portfolio Manager. All documents so released to the Portfolio Manager
shall be held by the Portfolio Manager in trust for the benefit of the Collateral Agent, on behalf of the Secured Parties in accordance
with the terms of this Agreement. The Portfolio Manager shall return to the Collateral Custodian the Required Loan Documents or
other such documents (i) promptly upon the request of the Administrative Agent, or (ii) when the Portfolio Manager's need therefor
in connection with such foreclosure or servicing no longer exists, unless the Loan Asset shall be liquidated, in which case, the
Portfolio Manager shall deliver an additional request for release of documents to the Collateral Custodian and receipt certifying
such liquidation from the Portfolio Manager to the Collateral Agent, all in the form annexed hereto as Exhibit G.


 




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(b)          Limitation
on Release. The foregoing provision with respect to the release to the Portfolio Manager of the Required Loan Documents and
documents by the Collateral Custodian upon request by the Portfolio Manager shall be operative only to the extent that the Administrative
Agent has consented to such release. Promptly after delivery to the Collateral Custodian of any request for release of documents,
the Portfolio Manager shall provide notice of the same to the Administrative Agent. Any additional Required Loan Documents or documents
requested to be released by the Portfolio Manager may be released only upon written authorization of the Administrative Agent.
The limitations of this paragraph shall not apply to the release of Required Loan Documents to the Portfolio Manager pursuant to
the immediately succeeding subsection.


 


(c)          Release
for Payment. Upon receipt by the Collateral Custodian of the Portfolio Manager's request for release of documents and receipt
in the form annexed hereto as Exhibit G (which certification shall include a statement to the effect that all amounts received)
in connection with such payment or repurchase have been credited to the Collection Account, the Collateral Custodian shall promptly
release the related Required Loan Documents to the Portfolio Manager.


 


(d)          Shipment
of Loan Files. Written instructions as to the method of shipment and shipper(s) the Collateral Custodian is directed to utilize
in connection with the transmission of Loan Files in the performance of the Collateral Custodian's duties hereunder shall be delivered
by the Borrower, the Portfolio Manager or the Required Lenders to the Collateral Custodian prior to any shipment of any Loan Files
hereunder. The Portfolio Manager shall arrange for the provision of such services at the cost and expense of the Borrower (or,
at the Collateral Custodian's option, the Borrower shall reimburse the Collateral Custodian for all reasonable and documented costs
and expenses of the Collateral Custodian consistent with such instructions) and shall maintain such insurance against loss or damage
to the Loan Files as the Portfolio Manager deems appropriate.


 


Section 10.09       Return
of Required Loan Documents. The Borrower may, with the prior written consent of the Administrative Agent (such consent not
to be unreasonably withheld), require that the Collateral Custodian return each Required Loan Document (a) delivered to the Collateral
Custodian in error or (b) released from the Lien of the Collateral Agent hereunder pursuant to Section 2.14, in each case
by submitting to the Collateral Custodian and the Administrative Agent a written request in the form of Exhibit G hereto
(signed by both the Borrower and the Administrative Agent) specifying the Collateral to be so returned and reciting that the conditions
to such release have been met (and specifying the Section or Sections of this Agreement being relied upon for such release). The
Collateral Custodian shall upon its receipt of each such request for return executed by the Borrower and the Administrative Agent
promptly, but in any event within five (5) Business Days, return the Required Loan Documents so requested to the Borrower.


 




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Section 10.10      Access
to Certain Documentation and Information Regarding the Collateral. The Collateral Custodian shall provide to the Administrative
Agent and each Lender access to the Required Loan Documents and all other documentation regarding the Collateral including in
such cases where the Administrative Agent and each Lender is required in connection with the enforcement of the rights or interests
of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded at
the expense of the Borrower and only (a) upon two (2) Business Days prior written request, (b) during normal business hours and
(c) subject to the Portfolio Manager's and the Collateral Custodian's normal security and confidentiality procedures. Without
limiting the foregoing provisions of this Section 10.10, from time to time on request of the Administrative Agent, the
Collateral Custodian shall permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct,
at the expense of the Portfolio Manager (on behalf of the Borrower), a review of the Required Loan Documents and all other documentation
regarding the Collateral; provided that, prior to the occurrence of an Event of Default, such review shall be conducted
no more than two times in any calendar year.


 


Section 10.11      Agent
of the Collateral Agent. The Collateral Custodian agrees that, with respect to any Required Loan Documents at any time or
times in its possession or held in its name, the Collateral Custodian shall be the agent of the Collateral Agent, for the benefit
of the Secured Parties, for purposes of perfecting (to the extent not otherwise perfected) the Collateral Agent's security interest
in the Collateral and for the purpose of ensuring that such security interest is entitled to first priority status under the UCC.


 


ARTICLE
XI


 


MISCELLANEOUS


 


Section 11.01       Amendments
and Waivers.


 


(a)          (i)
No amendment or modification of any provision of this Agreement, or consent to any departure by the Borrower therefrom, shall in
any event be effective unless the same shall be in writing and signed by the Borrower, the Portfolio Manager, the Required Lenders
(or the Administrative Agent on their behalf), the Administrative Agent and, solely if such amendment or modification would adversely
affect the rights and obligations of the Collateral Agent, the Account Bank or the Collateral Custodian, the written agreement
of the Collateral Agent, the Account Bank or the Collateral Custodian, as applicable; and (ii) no termination or waiver of any
provision of this Agreement or consent to any departure therefrom by the Borrower or the Portfolio Manager shall be effective without
the written consent of the Administrative Agent and the Required Lenders (or the Administrative Agent on their behalf). Any waiver
or consent shall be effective only in the specific instance and for the specific purpose for which given.


 




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(b)          Notwithstanding
the provisions of Section 12.01(a), the written consent of all of the Lenders shall be required for any amendment, modification
or waiver (i) reducing the amount of any Advances Outstanding or the amount of Yield accrued thereon, (ii) postponing any date
scheduled for any payment of any Advance or the Yield thereon, (iii) modifying the provisions of this Section 11.01 or (iv)
extending the Stated Maturity or clause (a) of the definition of "Commitment Termination Date."


 


Section
11.02       Notices, Etc. Except as otherwise provided herein, all notices and
other communications hereunder to any party shall be in writing and sent by certified or registered mail, return receipt
requested, by overnight delivery service, with all charges paid, by electronic mail ("email") or by hand
delivery, to such party's address set forth below:


 


	BORROWER:	33rd Street Funding, LLC
	 	3 Park Avenue, 36th Floor
	 	New York, New York 10016
	 	Attention: Credit Team
	 	Email: CIONAgentNotices@iconinvestments.com
	 	 
	Portfolio Manager:	CION Investment Management, LLC
	 	3 Park Avenue, 36th Floor
	 	New York, New York 10016
	 	Attention: Keith Franz
	 	Email: Kfranz@iconinvestments.com
	 	 
	Administrative Agent:	Morgan Stanley Asset Funding Inc.
	 	1585 Broadway, 25th Floor
	 	New York, New York 10036
	 	Attention:  FID Secured Lending Group
	 	Email: (for borrowing requests)

mmborrowingrequests@morganstanley.com
	 	(for all other purposes)

mmloanapprovals@morganstanley.com
	 	 
	 	With a copy to:
	 	Morgan Stanley Bank, N.A.
	 	1300 Thames Street Wharf
	 	Baltimore, MD 21231
	 	Attention: CLO Team
	 	Email:  (for borrowing requests)

mmborrowingrequests@morganstanley.com
	 	(for all other purposes)

mmloanapprovals@morganstanley.com
	 	 
	Collateral Agent:	U.S. Bank National Association
	 	One Federal Street, 3rd Floor
	 	Boston, MA 02110
	 	Attention: Gayle Filomia/33rd Street Funding, LLC
	 	Email: 33RDSFLLC@usbank.com
	 	Phone: (617) 603-6499


 




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	Account Bank:	U.S. Bank National Association
	 	One Federal Street, 3rd Floor
	 	Boston, MA 02110
	 	Attention: Gayle Filomia/33rd Street Funding, LLC
	 	Email: 33RDSFLLC @usbank.com
	 	Phone: (617) 603-6499
	 	 
	Collateral Custodian:	U.S. Bank National Association
	 	1719 Otis Way
	 	Florence, South Carolina 129501
	 	Attention: Steve Garrett
	 	Email: steven.garrett@usbank.com
	 	Phone: (843) 673-0162
	 	 
	LENDER:	 
	 	Morgan Stanley Bank, N.A.
	 	201 South Main Street
	 	Salt Lake City, Utah 84111-2215
	 	Email:  (for borrowing requests)

    mmborrowingrequests@morganstanley.com
	 	(for all other purposes)

    mmloanapprovals@morganstanley.com
	 	 
	 	With copies to:
	 	 
	 	Morgan Stanley Bank, N.A.
	 	1585 Broadway, 25th Floor
	 	New York, New York  10036
	 	Attention:  FID Secured Lending Group
	 	Email:  (for borrowing requests)

mmborrowingrequests@morganstanley.com
	 	(for all other purposes)

mmloanapprovals@morganstanley.com
	 	 
	 	Morgan Stanley Bank, N.A.
	 	1300 Thames Street, Thames Street Wharf
	 	Baltimore, Maryland 21231
	 	Email: (for borrowing requests)

mmborrowingrequests@morganstanley.com
	 	(for all other purposes)

mmloanapprovals@morganstanley.com


 




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or at such other address as such party
may hereafter specify in a notice given in the manner required under this Section 11.02. All such notices and correspondence
shall be deemed given (a) if sent by certified or registered mail, three (3) Business Days after being postmarked, (b) if
sent by overnight delivery service or by hand delivery, when received at the above stated addresses or when delivery is refused
and (c) if sent by email, when received; provided that any demand, authorization, direction, instruction, order, notice,
consent, waiver or other document sent to U.S. Bank National Association (in any capacity hereunder) shall be deemed effective
only upon receipt thereof by such party at its address specified above or at such other address as such party may hereafter specify
in a notice given in the manner required under this Section 11.02.


 


Section 11.03       No
Waiver; Remedies. No failure on the part of the Administrative Agent, the Collateral Agent or any Lender to exercise, and
no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided
are cumulative and not exclusive of any remedies provided by law.


 


Section 11.04       Binding
Effect; Assignability; Multiple Lenders.


 


(a)          This
Agreement shall be binding upon and inure to the benefit of the Borrower, the Portfolio Manager, the Administrative Agent, each
Lender, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns.
With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise
required by Applicable Law), each Lender and their respective successors and assigns may assign, grant a security interest or sell
a participation interest in, (i) this Agreement and such Lender's rights and obligations hereunder and interest herein in whole
or in part (including by way of the sale of participation interests therein) and/or (ii) any Advance (or portion thereof) to any
Person; provided that, so long as no Unmatured Event of Default or Event of Default has occurred and is continuing, no such
assignment, grant or sale shall be permitted (x) to a Disqualified Institution or (y) without the prior written consent of the
Borrower (unless such assignment, grant or sale is to a Lender or an Affiliate of a Lender), such consent not to be unreasonably
withheld, conditioned or delayed. Any such assignee shall execute and deliver to the Portfolio Manager, the Borrower and the Administrative
Agent a fully-executed assignment and acceptance agreement in the form of Exhibit J hereto (a "Assignment
and Acceptance"). The parties to any such assignment, grant or sale of a participation interest shall execute and
deliver to the related Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory
to such parties and the applicable Lender. None of the Borrower, the Transferor or the Portfolio Manager may assign, or permit
any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or
in any Transaction Document without the prior written consent of each Lender and the Administrative Agent. Each Lender that sells
a participation to any Person (a "Participant") shall, acting solely for this purpose as a non-fiduciary agent
of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and
stated interest) of each Participant's interest in the Loans or other obligations under the Transaction Documents (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, letters of credit or its other obligations under any Transaction Document) to any Person except to the extent that such
disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under
Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent
manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 




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(b)          Notwithstanding
any other provision of this Section 11.04, any Lender may at any time pledge or grant a security interest in all or any
portion of its rights (including, rights to payment of principal and interest) under this Agreement to secure obligations of such
Lender to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent; provided that
no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder, or substitute any
such pledgee or grantee for such Lender as a party hereto.


 


(c)          Each
Indemnified Party shall be an express third party beneficiary of this Agreement.


 


(d)          Upon
the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents pursuant
to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and
Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment.


 


Section
11.05       Term of This Agreement. This Agreement, including, the Borrower's
representations and covenants set forth in Articles IV and V and the Portfolio Manager's representations,
covenants and duties set forth in Articles IV, and V shall remain in full force and effect until the Collection
Date; provided that the rights and remedies with respect to any breach of any representation and warranty made or
deemed made by the Borrower or the Portfolio Manager pursuant to Articles III and IV and the indemnification
and payment provisions of Article VII, VIII and Article XI and the provisions of Section 2.10, Section
2.11, Section 11.07 and Section 11.08 shall be continuing and shall survive any termination of this
Agreement.


 


Section 11.06       GOVERNING
LAW; JURY WAIVER.


 


(a)          THIS
AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 




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(b)          BY
EXECUTION AND DELIVERY OF EACH Transaction DOCUMENT TO WHICH IT IS A PARTY, EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION
OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR,
TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO 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 PROVIDED
BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(c)          THE
BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (A) OF THIS Section 11.06.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM
TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


(d)          EACH
OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF PROCESS AND IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED
FOR NOTICES IN Section 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT
OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


(e)          JURY
WAIVER. EACH OF THE PARTIES HERETO HEREBY (i) WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO A TRIAL BY JURY IN
ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO (1) THIS AGREEMENT; (2) ANY OTHER TRANSACTION
DOCUMENT; OR (3) ANY CONDUCT, ACTS OR OMISSIONS UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OF BORROWER, THE ADMINISTRATIVE
AGENT, A LENDER OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADMINISTRATIVE AGENTS, ATTORNEYS OR OTHER AFFILIATES,
IN EACH CASE WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, AND (ii) AGREES AND CONSENTS THAT ANY SUCH CLAIM OR CAUSE
OF ACTION UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY
TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES
TO THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY


 




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Section 11.07       Costs,
Expenses and Taxes.


 


(a)          In
addition to the rights of indemnification granted to the Indemnified Parties under Section 7.01 hereof, but subject to the
payment of such amounts pursuant to Section 2.04, the Borrower agrees to pay, on the Payment Date pertaining to the Remittance
Period in which such cost is incurred (or any prior Remittance Period to the extent not previously paid), all costs and expenses
of the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank and the Collateral Custodian incurred in connection
with (x) the preparation, execution, delivery, administration (including periodic auditing), syndication, renewal, amendment or
modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents
to be delivered hereunder or in connection herewith, including, the fees and expenses of counsel for the Administrative Agent,
the Lenders, the Collateral Agent, the Account Bank and the Collateral Custodian with respect thereto and with respect to advising
the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective
rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and (y) the
enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be
delivered hereunder or in connection herewith.


 


(b)          Nothing
contained in this Section 11.07 shall relate to the payment of Taxes under the Transaction Documents.


 


Section 11.08       Recourse
Against Certain Parties.


 


(a)          Notwithstanding
any contrary provision set forth herein, no claim may be made by any Person against another Person or their respective Affiliates,
directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to
any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by
this Agreement, or any act, omission or event occurring in connection therewith.


 


(b)          No
obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the
Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby.


 


(c)          The
provisions of this Section 11.08 shall survive the termination of this Agreement.


 


Section 11.09      Execution
in Counterparts; Severability; Integration. This Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement
by email in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Agreement.
In the event that any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any
other jurisdiction, shall not in any way be affected or impaired thereby. This Agreement and any agreements or letters (including
fee letters) executed in connection herewith contains the final and complete integration of all prior and contemporaneous expressions
by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto
with respect to the subject matter hereof, superseding all prior and contemporaneous oral or written understandings other than
any fee letter delivered by the Portfolio Manager to the Administrative Agent and the Lenders. The express terms hereof control
and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. Moreover, the parties
to this Agreement waive reliance on any representation made by any other party, whether orally or in writing, prior to the execution
of this Agreement.


 




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Section 11.10       Waiver
of Set Off. Each of the parties hereto hereby waives any right of setoff it may have or to which it may be entitled under
this Agreement from time to time against the Administrative Agent, the Lenders or their respective assets.


 


Section 11.11      Headings
and Exhibits. The headings herein are for purposes of references only and shall not otherwise affect the meaning or interpretation
of any provision hereof. The schedules and exhibits attached hereto and referred to herein shall constitute a part of this Agreement
and are incorporated into this Agreement for all purposes.


 


Section 11.12      Ratable
Payments. If any Lender, whether by setoff or otherwise, shall obtain any payment (whether voluntary, involuntary, through
the exercise of any right of setoff, or otherwise) on account of Advances owing to it (other than pursuant to Section 2.10
or Section 2.11) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders,
such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary
to cause such purchasing Lender to share the excess payment ratably with each of them; provided that, if all or any portion
of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded
and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount
equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b)
the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender
in respect of the total amount so recovered.


 


Section
11.13      Failure of Borrower or Portfolio Manager to Perform Certain Obligations. If
the Borrower fails to perform any of its agreements or obligations under Section 5.01(j), the Administrative Agent may
(but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the
Administrative Agent incurred in connection therewith shall be payable by the Borrower in accordance with Section 2.04
upon the Administrative Agent's demand therefor.


 


Section 11.14       Power
of Attorney. The Borrower irrevocably authorizes the Administrative Agent and appoints the Administrative Agent as its attorney-in-fact
to act on behalf of the Borrower (a) to file financing statements necessary or desirable in the Administrative Agent's sole discretion
to perfect and to maintain the perfection and priority of the interest of the Secured Parties in the Collateral and (b) to file
a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Collateral as a
financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect
and to maintain the perfection and priority of the interests of the Secured Parties in the Collateral. This appointment is coupled
with an interest and is irrevocable.


 




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Section
11.15       Delivery of Termination Statements, Releases, etc. Upon payment in full
of all of the Obligations (other than unmatured contingent indemnification obligations) and the termination of this
Agreement, the Collateral Agent shall deliver to the Borrower termination statements, reconveyances, releases and other
documents the Borrower deems reasonably necessary or appropriate to evidence the termination of the Grant and other Liens
securing the Obligations, all at the expense of the Borrower.


 


Section 11.16       Non-Petition.


 


(a)          Each
of the parties hereto (other than the Administrative Agent and the Lenders) hereby agrees for the benefit of the Borrower, the
Administrative Agent and the Lenders that it will not institute against, or join any other Person in instituting against, the Borrower
any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period
then in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely
move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person
in violation of this Section 11.16(a). The Borrower hereby expressly consents to, and agrees not to raise any objection
in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding
to enforce each and every covenant contained in this Section 11.16(a).


 


(b)          Each
of the Borrower and the Portfolio Manager further agrees that (i) a breach of any of their respective covenants contained in Section
11.16(a) will cause irreparable injury to the Administrative Agent and the Lenders, (ii) the Administrative Agent and the Lenders
have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 11.16(a)
shall be specifically enforceable against the Borrower and the Portfolio Manager, and each of the Borrower and the Portfolio Manager
hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect
of any breach of such covenants.


 


(c)          The
Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in
its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section
11.16, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating
to a Bankruptcy Event described in clause (i) of the definition thereof, and (ii) all powers and rights incidental thereto. This
appointment is coupled with an interest and is irrevocable.


 


(d)          The
provisions of this Section 11.16 shall survive the termination of this Agreement.


 




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Section 11.17       Limitation
of Portfolio Manager Responsibility. The Portfolio Manager assumes no responsibility under this Agreement or any other Transaction
Document other than to render the services called for hereunder and under the terms thereunder subject to the terms of the Portfolio
Management Agreement.


 


[Signature pages to follow.]


 




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


 


	 	BORROWER:
	 	 
	 	33RD STREET FUNDING, LLC
	 	 	 
	 	By:	/s/ Mark Gatto
	 	Name: 	Mark Gatto
	 	Title:	Co-Chief Executive Officer


 


[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


 


[Signature Page to Loan and Servicing Agreement]


 




     


     


    

 


	 	PORTFOLIO MANAGER:
	 	 
	 	CION Investment Management, LLC
	 	 	 
	 	By:	/s/ Mark Gatto
	 	Name: 	Mark Gatto
	 	Title:	Co-Chief Executive Officer   


 


[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


 


[Signature Page to Loan and Servicing Agreement]


 




     


     


    

 


	 	ADMINISTRATIVE AGENT:
	 	 
	 	MORGAN STANLEY ASSET FUNDING INC.
	 	 	 
	 	By:	/s/ Michelangelo Raimondi
	 	Name: 	Michelangelo Raimondi
	 	Title:	Vice President


 


[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


 


[Signature Page to Loan and Servicing Agreement]


 




     


     


    

 


	 	LENDER:
	 	 
	 	MORGAN STANLEY BANK, N.A.
	 	 	 
	 	By:	/s/ Matthieu Milgrom
	 	Name: 	Matthieu Milgrom
	 	Title:	Authorized Signatory   


 


[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


 


[Signature Page to Loan and Servicing Agreement]


 




     


     


    

 


	 	COLLATERAL AGENT:
	 	 
	 	U.S. Bank National Association
	 	 	 
	 	By:	/s/ Gayle Filomia
	 	Name: 	Gayle Filomia
	 	Title:	Vice President   


 


[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


 


[Signature Page to Loan and Servicing Agreement]


 




     


     


    

 


	 	ACCOUNT BANK:
	 	 
	 	U.S. Bank National Association
	 	 	 
	 	By:	/s/ Gayle Filomia
	 	Name: 	Gayle Filomia
	 	Title:	Vice President   


 


[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


 


[Signature Page to Loan and Servicing Agreement]


 




     


     


    

 


	 	COLLATERAL CUSTODIAN:
	 	 
	 	U.S. Bank National Association
	 	 	 
	 	By:	/s/ Gayle Filomia
	 	Name: 	Gayle Filomia
	 	Title:	Vice President   


 


[Signature Page to Loan and Servicing Agreement]


 




     


     


    

 


ANNEX A


 


 


	Lender	 	Commitment	 
	Morgan Stanley Bank, N.A.	 	$	200,000,000