Exhibit
10.1


 


EXECUTION
VERSION


 


SECOND
AMENDMENT TO RECEIVABLES FINANCING AGREEMENT, dated as of July 9, 2021 (this “Amendment”), among TPVC FUNDING COMPANY
LLC, as borrower (the “Borrower”), TRIPLEPOINT PRIVATE VENTURE CREDIT INC., in its individual capacity (“TPVC”)
and as collateral manager (in such capacity, the “Collateral Manager”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as paying
agent (in such capacity, the “Paying Agent”) and collection account bank (in such capacity, the “Collection
Account Bank”), U.S. BANK NATIONAL ASSOCIATION, as Custodian (in such capacity, the “Custodian”) and DEUTSCHE
BANK AG, NEW YORK BRANCH (“DBNY”), as Facility Agent (in such capacity, together with its successors and permitted
assigns in such capacity, the “Facility Agent”) and DBNY, MUFG UNION BANK, N.A. (“MUFG”), TIAA,
FSB (“TIAA”) and KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as committed lenders (in such capacity,
each a “Lender” and collectively, the “Lenders”).


 


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


 


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


 


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


 


ARTICLE
I



 


Definitions


 


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


 


ARTICLE
II


 


Amendments




 


SECTION
2.1. Amendments to the Receivables Financing Agreement. As of the date of this Amendment, the Receivables Financing Agreement is
hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken
text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example:
bold and double-underlined text) as set forth on the
pages of the Receivables Financing Agreement attached as Appendix A hereto.




 









    1


     


    

 


ARTICLE
III


 


Conditions
to Effectiveness


 


SECTION
3.1. This Amendment shall become effective as of the date first written above upon the satisfaction of the following
conditions:


 


(a) the
execution and delivery of this Amendment by each party hereto;


 


(b) the
Facility Agent’s receipt of (i) legal opinion of each of Otterbourg P.C. and Miles & Stockbridge P.C., counsel for the Borrower,
in form and substance reasonably satisfactory to the Facility Agent covering such matters as the Facility Agent may reasonably request,
(ii) a good standing certificate for the Borrower issued by the applicable Official Body of its jurisdiction of organization and (iii)
a copy of the resolutions of the sole member of the Borrower approving this Amendment and the transactions contemplated hereby, certified
by its secretary or assistant secretary or other authorized officer; and


 


(c) all
fees (including reasonable and documented fees, disbursements and other charges of counsel) due to the Lenders on or prior to the effective
date of this Amendment have been paid in full.


 


ARTICLE
IV


 


Representations
and Warranties


 


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


 


ARTICLE
V


 


Lender
Acknowledgement


 


SECTION
5.1. Each of the Lenders, by executing this Amendment, acknowledge and agree (i) to the transfer of all rights, duties and
obligations of the Custodian from U.S. Bank National Association, as Custodian to Deutsche Bank Trust Company Americas, as successor
custodian, pursuant to and in accordance with the terms of the Receivables Financing Agreement (including but not limited to Section
12.20 thereof), and (ii) any terms and conditions in connection therewith (including but not limited to any amendments to the
Receivables Financing Agreement and the related Transaction Documents) entered into among the Borrower, the Servicer, the Facility
Agent, U.S. Bank National Association and Deutsche Bank Trust Company Americas.


 






    2


     


    

 


ARTICLE
VI



 


Miscellaneous


 


SECTION
6.1. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


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


 


SECTION
6.3. Ratification. Except as expressly amended and waived hereby, the Receivables Financing Agreement is in all
respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.


 


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


 


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


 


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


 


SECTION
6.7. Paying Agent and Collection Account Bank. The Lenders and the Facility Agent hereby authorize and direct the
Paying Agent and the Collection Account Bank to execute and deliver this Amendment.


 


[Signature
pages follow]


 






    3


     


    

 


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


 





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


 





Signature Page to Second Amendment

 






     


     


    

 









	 	TRIPLEPOINT PRIVATE VENTURE CREDIT INC.,
                    individually and as Collateral Manager

	 	 
	 	By:	/s/ Christopher M. Mathieu
	 	 	Name:	Christopher M. Mathieu
	 	 	Title:	Chief Financial Officer


 





Signature Page to Second Amendment

 



     


     


    




 





	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent and as Collection Account Bank
	 	 
	 	By:	/s/ Ronaldo Reyes
	 	 	Name:	 Ronaldo Reyes
	 	 	Title:	Vice President
	 	 	 
	 	By:	/s/ Timothy Johnson
	 	 	Name:	Timothy Johnson
	 	 	Title:	Assistant Vice President


 





Signature Page to Second Amendment

 




     


     


    

 





	 	U.S. BANK NATIONAL ASSOCIATION, as Custodian
	 	 	 
	 	By:	/s/ Ralph J. Creasia, Jr.
	 	 	Name:	Ralph J. Creasia, Jr.
	 	 	Title:	Senior Vice President


 





Signature Page to Second Amendment

 




     


     


    

 





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


 





Signature Page to Second Amendment

 




     


     


    

 








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


 





Signature Page to Second Amendment

 




     


     


    

 





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


 





Signature Page to Second Amendment

 




     


     


    

 





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


 





Signature Page to Second Amendment

 




     


     


    

 





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


 





Signature Page to Second Amendment

 




     


     


    

 


Appendix
A


  


EXECUTION
VERSION


 


Conformed
through OmnibusSecond
Amendment dated September 11, 2020July 9, 2021


 


RECEIVABLES
FINANCING AGREEMENT


 


dated
as of July 15, 2020


 


TPVC
FUNDING COMPANY LLC,


as
Borrower,


 


TRIPLEPOINT
PRIVATE VENTURE CREDIT INC.,


individually
and as Collateral Manager and as Equityholder,


 


THE
LENDERS PARTIES HERETO,


 


DEUTSCHE
BANK AG, NEW YORK BRANCH,


as
Facility Agent,


 


DEUTSCHE
BANK AG, NEW YORK BRANCH AND MUFG UNION BANK, N.A.,


as
Joint Lead Arrangers,


 


DEUTSCHE
BANK TRUST COMPANY AMERICAS,


as
Paying Agent and as Collection Account Bank,


 


U.S.
BANK NATIONAL ASSOCIATION,


as
Custodian,


 


and


 


VERVENT
INC.,


as
Backup Collateral Manager


 



     


     


    







 


TABLE
OF CONTENTS 


 


	 	 	Page
	ARTICLE
    I	DEFINITIONS	1
	 	 	 
	Section
    1.1	Defined
    Terms.	1
	Section
    1.2	Other
    Definitional Provisions.	5354
	 	 	 
	ARTICLE
    II	THE
    FACILITY, ADVANCE PROCEDURES AND NOTES	5556 
	 	 	 
	Section
    2.1	Advances
    and Approvals.	5556 
	Section
    2.2	Funding
    of Advances.	56 
	Section
    2.3	Notes.	57 
	Section
    2.4	Repayment
    and Prepayments.	5758 
	Section
    2.5	Calculation
    of Discount Factor.	5859 
	Section
    2.6	Defaulting
    Lenders.	5859 
	Section
    2.7	Replacement
    of Lenders.	5960 
	Section
    2.8	Extension
    of Scheduled Facility Termination Date.	6061 
	Section
    2.9	Increase
    of Facility Amount.	61 
	 	 	 
	ARTICLE
    III	YIELD,
    FEES, ETC.	6162 
	 	 	 
	Section
    3.1	Yield.	6162 
	Section
    3.2	Yield
    Payment Dates.	6162 
	Section
    3.3	Yield
    Calculation.	62 
	Section
    3.4	Computation
    of Yield.	6263 
	 	 	 
	ARTICLE
    IV	PAYMENTS;
    TAXES	6263 
	 	 	 
	Section
    4.1	Making
    of Payments.	6263 
	Section
    4.2	Due
    Date Extension.	6263 
	Section
    4.3	Taxes.	6263 



 



    i


     


    

 





	ARTICLE
    V	INCREASED
    COSTS, ETC.	6667
	 	 	 
	Section
    5.1	Increased
    Costs.	6667
	Section
    5.2	Funding
    Losses.	6768
	 	 	 
	ARTICLE
    VI	EFFECTIVENESS;
    CONDITIONS TO ADVANCES	6869
	 	 	 
	Section
    6.1	Effectiveness.	6869
	Section
    6.2	Advances.	70
	 	 	 
	ARTICLE
    VII	ADMINISTRATION
    AND MANAGEMENT OF TRANSFERRED CONTRACTS	7172
	 	 	 
	Section
    7.1	Retention
    and Termination of the Collateral Manager.	7172
	Section
    7.2	Duties
    of the Collateral Manager.	7374
	Section
    7.3	Representations
    and Warranties of the Collateral Manager.	7576
	Section
    7.4	Covenants
    of the Collateral Manager.	78
    
	Section
    7.5	Collateral
    Management Fee; Payment of Certain Expenses by Collateral Manager; Backup Collateral Manager Fee.	81
	Section
    7.6	Distribution
    Date Statement.	8182
	Section
    7.7	Annual
    Statement as to Compliance; Notice of Collateral Manager Default.	8182
	Section
    7.8	Audit
    of Transferred Contracts.	8182
	Section
    7.9	Access
    to Certain Documentation and Information Regarding Contracts.	82
	Section
    7.10	Certain
    Duties and Representations of Backup Collateral Manager.	8384
	Section
    7.11	Consequences
    of a Collateral Manager Default.	85
    
	Section
    7.12	Appointment
    of Backup Collateral Manager as Successor Collateral Manager.	8586
	Section
    7.13	Lockbox
    Accounts.	8586
	Section
    7.14	Payments
    in Respect of Ineligible Contracts.	8687
	Section
    7.15	Substitution
    of Contracts Pursuant to Technology Exchange Option.	8687



 






    ii


     


    




 





	Section
    7.16	Repurchase.	8788
	Section
    7.17	Contracts
    Subject to Retained Interest Provisions.	8788
	Section
    7.18	Optional
    Offer to Sell.	8788
	 	 	 
	ARTICLE
    VIII	ACCOUNTS;
    PAYMENTS	8990
	 	 	 
	Section
    8.1	Borrower
    Accounts.	8990
	Section
    8.2	Collateral
    Manager Reimbursements.	9091
	Section
    8.3	Application
    of Collections.	9091
	Section
    8.4	Additional
    Deposits.	9091
	Section
    8.5	Distributions.	9192
	Section
    8.6	Fees.	9394
	Section
    8.7	Net
    Deposits.	9394
	Section
    8.8	Required
    Warrant Reserve.	9394
	 	 	 
	ARTICLE
    IX	REPRESENTATIONS
    AND WARRANTIES	9495
	 	 	 
	Section
    9.1	Organization
    and Good Standing.	9495
	Section
    9.2	Due
    Qualification.	9495
	Section
    9.3	Power
    and Authority.	9496
	Section
    9.4	Security
    Interest; Binding Obligations.	9596
	Section
    9.5	No
    Violation.	9596
	Section
    9.6	No
    Proceedings.	9596
	Section
    9.7	No
    Consents.	9697
	Section
    9.8	Solvency.	9697
	Section
    9.9	Tax
    Treatment.	9697
	Section
    9.10	Compliance
    With Laws.	9697
	Section
    9.11	Taxes.	9697
	Section
    9.12	Certificates.	9798
	Section
    9.13	No
    Liens, Etc.	9798


 






    iii


     


    

 





	Section
    9.14	Purchase
    and Sale.	9798
	Section
    9.15	Information
    True and Correct.	9798
	Section
    9.16	ERISA
    Matters.	9799
	Section
    9.17	Financial
    or Other Condition.	9899
	Section
    9.18	Investment
    Company Status.	9899
	Section
    9.19	Eligible
    Contract Payments.	9899
	Section
    9.20	Use
    of Proceeds.	9899
	Section
    9.21	Separate
    Existence.	9899
	Section
    9.22	Investments.	99100
	Section
    9.23	Transaction
    Documents.	99100
	Section
    9.24	Ownership
    of the Borrower.	99100
	Section
    9.25	Anti-Terrorism,
    Anti-Money Laundering.	99100
	Section
    9.26	Anti-Bribery
    and Corruption.	100101
	Section
    9.27	Volcker
    Rule.	101102
	Section
    9.28	AIFMD.and UK AIFM Regulation.	101
102
	Section
    9.29	EEA/UK
    Financial Institution.	101102
	 	 	 
	ARTICLE
    X	COVENANTS	101102
	 	 	 
	Section
    10.1	Protection
    of Security Interest of the Secured Parties.	101102
	Section
    10.2	Other
     Liens or Interests.	102103
	Section
    10.3	Costs
    and Expenses.	102103
	Section
    10.4	Reporting
    Requirements.	102104
	Section
    10.5	Separate
    Existence.	103104
	Section
    10.6	Hedging
    Agreements.	106107
	Section
    10.7	Tangible
    Net Worth.	108109
	Section
    10.8	Minimum
    Equity Condition.	108109
	Section
    10.9	Stock,
    Merger, Consolidation, Etc.	108109
	Section
    10.10	Change
    in Name.	108109


 






    iv


     


    




 


	Section
    10.11	Indebtedness;
    Guarantees.	108110
	Section
    10.12	Limitation
    on Acquisitions.	109110
	Section
    10.13	Documents.	109110
	Section
    10.14	Preservation
    of Existence.	109110
	Section
    10.15	Keeping
    of Records and Books of Account.	109110
	Section
    10.16	Accounting
    Treatment.	109111
	 Section
    10.17	Limitation
    on Investments.	110111
	Section
    10.18	Distributions.	110111
	Section
    10.19	Performance
    of Borrower Assigned Agreements.	110111
	Section
    10.20	Notice
    of Material Adverse Claim.	110112
	Section
    10.21	Delivery
    of Original Promissory Notes.	111112
	Section
    10.22	Further
    Assurances; Financing Statements.	111113
	Section
    10.23	Risk
    Retention Requirements.	112113
	Section
    10.24	Taxes.	113115
	Section
    10.25	ERISA.	114115
	Section
    10.26	Policies
    and Procedures for Sanctions.	114115
	Section
    10.27	Compliance
    with Sanctions.	114115
	Section
    10.28	Compliance
    with Anti-Money Laundering.	114115
	Section
    10.29	Ineligible
    Collateral.	114115
	 	 	 
	ARTICLE
    XI	THE
    BACKUP COLLATERAL MANAGER	114116
	 	 	 
	Section
    11.1	Limitation
    on Liability of Backup Collateral Manager.	114116
	Section
    11.2	Covenants
    and Representations and Warranties of the Backup Collateral Manager.	117118
	 	 	 
	ARTICLE
    XII	THE
    CUSTODIAN	118119
	 	 	 
	Section
    12.1	Delivery
    of Contract Files; Custodian to Act as Agent.	118119
	Section
    12.2	Contract
    File Certification.	119120
	Section
    12.3	Obligations
    of the Custodian.	121122



 






    v


     


    

 



	Section
    12.4	Release
    of Contract Files.	123124
	Section
    12.5	Removal
    or Resignation of the Custodian.	124125
	Section
    12.6	Examination
    of Contract Files.	125126
	Section
    12.7	Insurance
    of the Custodian.	126127
	Section
    12.8	Representations
    and Warranties.	126127
	Section
    12.9	Statements.	126127
	Section
    12.10	No
    Adverse Interest of the Custodian.	126128
	Section
    12.11	Lost
    Note Affidavit.	127128
	Section
    12.12	Reliance
    of the Custodian.	127128
	Section
    12.13	Term
    of Custody.	127128
	Section
    12.14	Tax
    Reports.	127128
	Section
    12.15	Transmission
    of Contract Files.	127128
	Section
    12.16	Further
    Rights of the Custodian.	128129
	Section
    12.17	Custodian
    Compensation.	130131
	Section
    12.18	Compliance
    with Applicable Banking Law.	130131
	Section
    12.19	Securities
    Custodian.	130131
	Section
    12.20	Transfer
    of Custodian.	132
	 	 	 
	ARTICLE
    XIII	GRANT
    OF SECURITY INTEREST	131133
	 	 	 
	Section
    13.1	Borrower’s
    Grant of Security Interest.	131133
	Section
    13.2	Borrower
    Remains Liable.	132134
	Section
    13.3	Release
    of Collateral.	133135
	Section
    13.4	Certain
    Remedies.	133135
	Section
    13.5	Limitation
    on Duty of Facility Agent in Respect of Collateral. 	135137
	 	 	 
	ARTICLE
    XIV	FACILITY
    TERMINATION EVENTS	135137
	 	 	 
	Section
    14.1	Facility
    Termination Events.	135137
	Section
    14.2	Effect
    of Facility Termination Event.	138140



 



    vi


     


    

 


	Section
    14.3	Rights
    Upon Facility Termination Event.	139141
	 	 	 
	ARTICLE
    XV	THE
    AGENTS	140142
	 	 	 
	Section
    15.1	Appointment.	140142
	Section
    15.2	Delegation
    of Duties.	140142
	Section
    15.3	Exculpatory
    Provisions.	140142
	Section
    15.4	Reliance
    by Note Agents.	141143
	Section
    15.5	Notices.	141143
	Section
    15.6	Non-Reliance
    on Note Agents.	141143
	Section
    15.7	Indemnification.	142144
	Section
    15.8	Successor
    Agent.	143145
	Section
    15.9	Note
    Agents in their Individual Capacity.	143145
	Section
    15.10	Compliance
    with Applicable Banking Law.	143145
	Section
    15.11	The
    Paying Agent.	143145
	 	 	 
	ARTICLE
    XVI	ASSIGNMENTS	147149
	 	 	 
	Section
    16.1	Restrictions
    on Assignments.	147149
	Section
    16.2	Documentation.	147149
	Section
    16.3	Rights
    of Assignee.	147149
	Section
    16.4	Notice
    of Assignment by Lenders.	147149
	Section
    16.5	Registration;
    Registration of Transfer and Exchange.	148150
	Section
    16.6	Mutilated,
    Destroyed, Lost and Stolen Notes.	149151
	Section
    16.7	Persons
    Deemed Owners.	149151
	Section
    16.8	Cancellation.	149151
	Section
    16.9	Participations;
    Pledge.	150152
	Section
    16.10	Reallocation
    of Advances.	150152
	 	 	 
	ARTICLE
    XVII	INDEMNIFICATION	151153
	 	 	 
	Section
    17.1	Borrower
    Indemnity.	151153



 









    vii


     


    

 





	Section
    17.2	Collateral
    Manager Indemnity.	153155
	Section
    17.3	Contribution.	153155
	 	 	 
	ARTICLE
    	XVIII
     MISCELLANEOUS	154156
	 	 	 
	Section
    18.1	No
    Waiver; Remedies.	154156
	Section
    18.2	Amendments,
    Waivers.	154156
	Section
    18.3	Notices,
    Etc.	155157
	Section
    18.4	Costs,
    Expenses and Taxes.	155157
	Section
    18.5	Binding
    Effect; Survival.	156158
	Section
    18.6	Captions
    and Cross References.	156158
	Section
    18.7	Severability.	157159
	Section
    18.8	GOVERNING
    LAW.	157159
	Section
    18.9	Counterparts;
    Electronic Execution.	157159
	Section
    18.10	WAIVER
    OF JURY TRIAL.	157159
	Section
    18.11	No
    Proceedings.	157159
	Section
    18.12	Limited
    Recourse to the Lenders.	158160
	Section
    18.13	ENTIRE
    AGREEMENT.	158160
	Section
    18.14	Confidentiality.	159161
	Section
    18.15	Replacement
    of Lenders.	159161
	Section
    18.16	No
    Advisory or Fiduciary Responsibility.	160162
	Section
    18.17	Option
    to Acquire Rating.	161163
	Section
    18.18	Acknowledgement
    and Consent to Bail-In of EEAAffected Financial
    Institutions.	161163
	Section
    18.19	Acknowledgement
    Regarding Any Supported QFCs.	161163


  






    viii


     


    

 


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



 






    i


     


    




 


RECEIVABLES
FINANCING AGREEMENT


 


THIS
RECEIVABLES FINANCING AGREEMENT (this “Agreement”) is made and entered into as of July 15, 2020, among TPVC FUNDING
COMPANY LLC, a Maryland limited liability company (the “Borrower”), TRIPLEPOINT PRIVATE VENTURE CREDIT INC., a Maryland
corporation, in its individual capacity (“TPVC”) and as collateral manager (in such capacity, together with its successors
and permitted assigns in such capacity, the “Collateral Manager”) and as sole equityholder of the Borrower (the “Equityholder”),
each LENDER (as hereinafter defined) FROM TIME TO TIME PARTY HERETO, U.S. BANK NATIONAL ASSOCIATION, as Custodian (as hereinafter defined),
VERVENT INC., as Backup Collateral Manager (as hereinafter defined), DEUTSCHE BANK TRUST COMPANY AMERICAS, as paying agent (in such capacity,
the “Paying Agent”) and as Collection Account Bank (as hereinafter defined), DEUTSCHE BANK AG, NEW YORK BRANCH, as
Facility Agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Facility Agent”)
and DEUTSCHE BANK AG, NEW YORK BRANCH and MUFG UNION BANK, N.A. as Joint Lead Arrangers (each such party, in such capacity, the “Joint
Lead Arrangers”).


 


RECITALS


 


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


 


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


 


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


 


ARTICLE
I


 


DEFINITIONS


 


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


 


“Account
Agreement” means the Account Bank Agreement, dated as of the date hereof, among Deutsche Bank Trust Company Americas, as account
bank, the Collateral Manager, the Borrower and the Facility Agent that governs the Borrower Accounts.


 




     


     


    

 


“Account
Collateral” has the meaning set forth in Section 13.1.


 


“Accrual
Period” means, with respect to any Distribution Date, the period from and including the previous Distribution Date (or, in
the case of the first Distribution Date, from and including the Effective Date) through and including the day preceding such Distribution
Date; provided that, solely for the purpose of the Commitment Fee, “Accrual Period” means, with
respect to any Commitment Fee Distribution Date, the period from and including the previous Commitment Fee Distribution Date through
and including the day preceding such Commitment Fee Distribution Date.


 


“Administrative
Agreement” means the Administrative Services and Premises Agreement, dated as of the date hereof, by and between TPVC and the
Borrower (or any other agreement containing substantially similar terms and acceptable to the Facility Agent).


 


“Advance”
and “Advances” have the meanings set forth in Section 2.1(a). “Advance Date” has the meaning
set forth in Section 2.1(a).


 


“Advance
Rate” means 5055%;
provided that after the Maturity Date, the Advance Rate shall be 0%; provided, further, that the Advance Rate may
be permanently reduced as set forth in Section 8.8(c).


 


“Advance
Request” has the meaning set forth in Section 2.2.


 


“Adverse
Claim” means any claim of ownership or any Lien, security interest, title retention, trust or other charge or encumbrance,
or other type of preferential arrangement having the effect or purpose of creating a Lien or security interest, other than Permitted
Liens.


 


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


 


“Affected
Person” has the meaning set forth in Section 5.1.


 


“Affiliate”
of any Person means any other Person that directly or indirectly controls, is controlled by or is under common control with such Person
(excluding any trustee under, or any committee with responsibility for administering, any employee benefit plan); provided, however,
for the avoidance of doubt, at no time shall TPC or any of its Affiliates be deemed to be an Affiliate of the Borrower or TPVC; provided,
further, that for purposes of Section 10.12, “Affiliate” of the Borrower or TPVC shall not include any Person
controlled by, or under common control with, the Borrower or TPVC as a result of any Portfolio Investment. A Person shall be deemed to
be “controlled by” any other Person if such other Person possesses, directly or indirectly, power:


 


(a)
to vote 10% or more of the securities (on a fully diluted basis) having
ordinary voting power for the election of directors or managing partners; or


 







    2


     


    

 


(b)
to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


“Agented
Contract” means one or more Contracts entered into by an Obligor as part of a syndicated transaction wherein (i) the Contract
is originated in accordance with the Credit and Collection Policy (without regard to any contemporaneous or subsequent syndication of
such Contract), (ii) if TPVC or any of its Affiliates is the agent, the Contract Files with respect thereto are delivered to the Custodian
in accordance with this Agreement and, otherwise, the Contract Files are held by the related agent and (iii) the Borrower has all of
the rights of a lender or lessor with respect to such Contract and the Related Security, which have been transferred to the Borrower
with respect to such Contract, but none of the obligations as such obligations relate to the Retained Interest.


 


“Aggregate
Contracts Balance” means, as of any date, the Aggregate Outstanding Principal Balance for all Transferred Contracts minus
the Aggregate Outstanding Principal Balance of all Ineligible Contracts.


 


“Aggregate
Notional Amount” means, with respect to any date of determination, an amount equal to the sum of the notional amounts or equivalent
amounts of all outstanding Hedging Agreements, Replacement Hedging Agreements and Qualified Substitute Arrangements, each as of such
date of determination.


 


“Aggregate
Outstanding Principal Balance” means, with respect to any designated group of Contracts as of any date, the equivalent in Dollars,
as determined by the Collateral Manager using the Applicable Exchange Rate, of the sum of the outstanding Principal Balances of all Contract
Payments due under such Contracts as at 11:59 p.m. (New York City time) on the immediately preceding Business Day.


 


“Aggregate
Unfunded Amount” means, as of any date of determination, the equivalent in Dollars, as determined by the Collateral Manager
using the Applicable Conversion Rate, of the sum of the unfunded commitments and all other standby or contingent commitments associated
with each revolving loan facility included in the Borrower Collateral as of such date only to the extent such unfunded commitments and
other standby or contingent commitments have been assigned to and assumed by Borrower. The Aggregate Unfunded Amount shall not include
any commitments under any such revolving loan facility that has expired, terminated or been reduced to zero, or to the extent such commitments
have not been assigned to or assumed by Borrower (that is, the funding obligation remains with TPVC, and shall be reduced concurrently
(and upon notice thereof to the Facility Agent) with each documented reduction in commitments of the Borrower under such revolving loan
facility).


 


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


 


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


 




    3


     


    

 


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


 


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


 


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


 


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


 


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


 


(c)0.50%.





 


“Alternative Rate”
for any Advance means a rate per annum equal to the LIBOR Rate for such Advance or portion thereof; provided, however,
that in the case of:


 


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


 


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


 


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


 


“Amount
Available” means, with respect to any Distribution Date, the sum of (a) the amount of Collections with respect to the related
Collection Period (excluding any Collections necessary to settle Eligible Contract Payments), and any amounts paid into the Collection
Account under any Hedging Agreement with respect to the Accrual Period ending on the day preceding such Distribution Date, plus (b) any
investment income earned on amounts on deposit in the Collection Account and the Lockbox Accounts since the immediately prior Distribution
Date (or since the Effective Date in the case of the first Distribution Date), plus (c) any Repurchase Amounts deposited in the Collection
Account since the last day of the related Collection Period, plus (d) any amounts on deposit in the
Warrant Reserve Account that are designated as Amount Available by the Collateral Manager in accordance with Section
8.8, plus (e) any amounts (including investment income) on deposit in the Warrant Reserve Account
in excess of the Required Retained Warrant Proceeds Amount.that
are designated as Amount Available by the Collateral Manager in accordance with
Section 8.8.


 




    4


     


    

 


“Anti-Bribery
and Corruption Laws” has the meaning set forth in Section 9.26.


 


“Anti-Money
Laundering Laws” has the meaning set forth in Section 9.25.


 


“Applicable
Banking Law” means, for any Person, all existing and future laws, rules, regulations and executive orders in effect from time
to time applicable to banking institutions, including, without limitation, those relating to anti-bribery and corruption, the funding
of terrorist activities and money laundering, including the Anti-Money Laundering Laws, the U.S. Foreign Corrupt Practices Act, the U.K.
Bribery Act, other applicable anti-bribery and corruption legislation, and Section 326 of the USA Patriot Act.


 


“Applicable
Conversion Rate” means, (x) for an actual currency exchange, the GBP-Dollar spot rate or the Euro-Dollar spot rate, as applicable,
obtained by the Collateral Manager through customary banking channels, including the Facility Agent’s own banking facilities or
(y) for all other purposes, the GBP-Dollar spot rate or the Euro-Dollar spot rate, as applicable, that appeared in the Wall Street Journal
for GBP or Euro at the end of the immediately preceding Business Day.


 


“Applicable
Exchange Rate” means with respect to any Contract denominated and payable in Euros or GBPs on any day, the lesser of (a) the
applicable currency-Dollar spot rate used by the Borrower (as determined by the Collateral Manager) to acquire such currency on the related
cut-off date and (b) the Applicable Conversion Rate for such currency.


 


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


 


“Applicable
Margin” means (i) prior to the Scheduled Facility Termination Date and the Maturity Date, 3.503.00%
per annum, (ii) after the Scheduled Facility Termination Date but prior to the Maturity Date, 4.504.00%
per annum and (iii) on and after the occurrence of
a Facility Termination DateEvent,
7.507.00% per
annum for all Advances (or any portion thereof) which shall be funded at the Alternate Base Rate.


 




    5


     


    

 


“APR”
of a Contract means, in the case of a Loan, the interest rate or annual rate of finance charges used to determine periodic payments with
respect to the related Contract Payment or, in the case of a Lease, the Imputed Lease Rate.


 


“Asset
Coverage Ratio” means the ratio, determined on a consolidated basis based on the quarterly financial statements and/or annual
financial statements, as applicable, of TPVC, without duplication, of (a) the fair market value of the total assets of TPVC and its consolidated
Subsidiaries as required by, and in accordance with, GAAP and Applicable Law and any orders of the Securities and Exchange Commission
issued to TPVC, to be determined by the Board of Directors of TPVC and reviewed by its auditors on a quarterly basis, less all liabilities
(other than Indebtedness, including Indebtedness hereunder) of TPVC and its consolidated Subsidiaries, to (b) the aggregate amount of
Indebtedness of TPVC and its consolidated Subsidiaries, in each case as determined pursuant to the Investment Company Act, and any orders
of the Securities and Exchange Commission issued to or with respect to TPVC thereunder, including any exemptive relief granted by the
Securities and Exchange Commission with respect to the indebtedness of any SBIC Subsidiary; provided that unfunded commitments
of TPVC and/or Borrower shall not be considered Indebtedness for purposes of this definition.


 


“Asset
Approval Notice” means an electronic notice from the Facility Agent to Borrower and each Lender containing the information
from Exhibit C-3 and that provides the approval of the Facility Agent, in its sole discretion, to the acquisition (or incremental
pledge) of one or more Contracts.


 


“Asset
Approval Request” means an electronic notice to the Facility Agent in the form of an email that (a) either (i) is in the form
of Exhibit C-2 or (ii) notifies the Facility Agent that the information required by Exhibit C-2 has been posted to the
relevant data site and (b) requests the approval of the Facility Agent, in its sole discretion, of one or more Contracts.


 


“Availability
Block” means, as of any date of determination, an amount necessary to maintain an Effective Advance Rate at
or below 45%, assuming for the purposes of this calculation that Advances outstanding shall be equal to the lowest of (i) the Facility
Amount, (ii) the Borrowing Base and (iii) the Maximum Availability.


 


“Backup
Collateral Manager” means Vervent Inc. solely in its capacity as Backup Collateral Manager, together with its successors and
permitted assigns in such capacity which, so long as no Unmatured Collateral Manager Default, Collateral Manager Default, Unmatured Facility
Termination Event or Facility Termination Event has occurred and is continuing, are reasonably acceptable to TPVC.


 


“Backup
Collateral Manager Fee” means, for any Distribution Date, the amount payable to the Backup Collateral Manager as its regular
fee on such Distribution Date pursuant to the Backup Collateral Manager Fee Letter.


 


“Backup
Collateral Manager Fee Letter” means (a) that certain schedule of fees of Vervent Inc., as Backup Collateral Manager, acknowledged
by the Collateral Manager and the Borrower, as the same may be amended, supplemented or otherwise modified by the parties thereto with
the consent of the Facility Agent and (b) any letter agreement(s) or schedule of fees entered into by TPVC, the Equityholder and the
Borrower, with the consent of the Facility Agent, with a substitute Backup Collateral Manager in replacement of the schedule of fees
referred to in clause (a) above relating to fees payable to such substitute Backup Collateral Manager.


 







    6


     


    

 


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


 


“Bail-In
Legislation” means, (a) with respect to any EEA Member
Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing
law, regulation rule or requirement for such EEA Member Country from time to time which is described
in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United
Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating
to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through
liquidation, administration or other insolvency proceedings).


 


“Bankruptcy
Code” means the United States Bankruptcy Code, 11 U.S.C. § 101, et seq., as amended.


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation,
which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of
Legal Entity Customers published in May 2018 to comply with the Financial Crimes Enforcement Network customer due diligence rules.


 


“Beneficial
Ownership Regulation” means 31 C.F.R. §1010.230.


 


“Benefit
Plan Investor” means (a) any “employee benefit plan” (as defined in Section 3(3) of Title I of ERISA) that is subject
to the fiduciary responsibility provisions of Title I of ERISA, (b) any “plan” as defined in Section 4975(e) of the Code
that is subject to Section 4975 of the Code, or (c) any governmental or other plan or arrangement that is not subject to ERISA or to
Section 4975 of the Code but is subject to any law or restriction substantially similar to Section 406 of ERISA or Section 4975 of the
Code or (d) any entity whose underlying assets include “plan assets” of the foregoing employee benefit plans or plans (within
the meaning of the DOL Regulations or otherwise).


 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with,
12 U.S.C. 1841(k)) of such party.


 


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


 


“Borrower
Accounts” has the meaning set forth in Section 8.1(c).


 


“Borrower
Assigned Agreements” has the meaning set forth in Section 13.1(c).


 




    7


     


    

 


“Borrower
Collateral” has the meaning set forth in Section 13.1.


 


“Borrowing
Base” means, on any day, (i) the product of the Advance Rate and the Aggregate Contracts Balance for all Transferred Contracts
on such date minus (ii) the Excess Concentration Amount minus (iii) the Aggregate Unfunded Amount plus (iv) the
equivalent in Dollars of all Principal Collections on deposit in the Collection Account (as determined by the Collateral Manager using
the Applicable Conversion Rate) minus (v) the Availability Block.


 


“Business
Day” means any day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York, Menlo Park,
California, Minneapolis, Minnesota, Florence, South Carolina, Boston, Massachusetts or the city in which the Corporate Trust Office is
located are authorized or obligated by law, executive order or government decree to remain closed.


 


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


 


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


$40,000
cap for such following calendar year).


 


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


 


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


 


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


 


“Certification”
has the meaning set forth in Section 12.2. name on the signature pages to this Agreement or the assignment by which such Committed
Lender became a party to this Agreement or assumed the Commitment (or a portion thereof) of another Committed Lender pursuant to the
assignment executed by such Committed Lender and its assignee(s) and delivered pursuant to Article XVI or pursuant to a Joinder
Agreement executed and delivered pursuant to Article XVI, in each case with notice to the Paying Agent and Facility Agent and
(b) on and after the Facility Termination Date, such Committed Lender’s pro rata share of all Advances outstanding.


 




    8


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Contract”
means any Lease or Loan.


 


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


 


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


 




    9


     


    

 


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


 


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


 


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


 


(rr)which,
(i) if arising under a TPC Growth Stage Contract, the Obligor thereunder has a Debt-to-Equity Ratio that does not exceed 90100%
and (ii) if arising under a TPC Venture Stage Contract, the Obligor thereunder has a Debt-to-Equity Ratio that does not exceed 75%;


 


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


 


(tt)which
arises under a Contract that contains provisions customary to similar financing agreements for the Contract Collateral to enable TPVC
(or its assignees, including the Borrower and the Facility Agent) to realize against the Contract Collateral related thereto (to the
extent such Contract Collateral secures or supports the payment of the Contract), including provisions that the lessor or lender party
providing the financing thereunder, as applicable, may accelerate all remaining Contract Payments if the Obligor is in default under
any of its obligations under such Contract;


 




    10


     


    

 





(c)
the excess, if any, of the Aggregate Outstanding Principal Balance of all Contracts with (i) Eligible Contract
Payments owing by Obligors in the Industry with the highest Aggregate Outstanding Principal Balance over 35% of the Aggregate Contracts
Balance of all Transferred Contracts, (ii) Eligible Contract Payments owing by Obligors in the Industry with the second highest Aggregate
Outstanding Principal Balance over 20% of the Aggregate Contracts Balance of all Transferred Contracts and (iii) Eligible Contract Payments
owing by Obligors in any other Industry over 15% of the Aggregate Contracts Balance of all Transferred Contracts;




 


(d)
the sum of the excesses, for all Transferred Contracts, of the Aggregate
Outstanding Principal Balance of all Contracts with Eligible Contract Payments owing by Obligors in each of TPVC’s groups of business
segments set forth in the table below with initial stated maturities (from the related date of origination) greater than the periods
set forth in the first column of such table over the percentages of the Aggregate Contracts Balance of all Transferred Contracts set
forth opposite such period for such business segment:


 





	Period	 	TPC
                                            Growth Stage

                                                                                Contract
	 	 	TPC
    Venture Stage 

Contract	 
	greater
    than 42 months	 	 	N/A	%	 	 	25	%
	greater
    than 48 months	 	 	N/A	%	 	 	3	%
	greater
    than 60 months	 	 	0	%	 	 	0	%



 


(e)
(i) the excess, if any, of the Aggregate Outstanding Principal Balance
of all Contracts that are TPC Venture Stage Contracts with (1) Eligible Contract Payments related to all Obligors who are domiciled in
an Eligible Jurisdiction other than the U.S. or are organized in an Eligible Jurisdiction other than the U.S. over 1520%
of the Aggregate Contracts Balance of all Transferred Contracts and (2) Eligible Contract Payments related to all Obligors who are domiciled
in an Eligible Jurisdiction other than the U.S., the United Kingdom or Germany or are organized in an Eligible Jurisdiction other than
the U.S., United Kingdom or Germany over 510%
of the Aggregate Contracts Balance of all Transferred Contracts and (ii) the excess, if any, of the Aggregate Outstanding Principal Balance
of all Contracts that are TPC Growth Stage Contracts with (1) Eligible Contract Payments related to all Obligors who are domiciled in
an Eligible Jurisdiction other than the U.S. or are organized in an Eligible Jurisdiction other than the U.S. over 20% of the Aggregate
Contracts Balance of all Transferred Contracts and (2) Eligible Contract Payments related to all Obligors who are domiciled in an Eligible
Jurisdiction other than the U.S., the United Kingdom or Germany or are organized in an Eligible Jurisdiction other than the U.S., United
Kingdom or Germany over 10% of the Aggregate Contracts Balance of all Transferred Contracts;


 


(f)
(i) the excess, if any, of the Aggregate Outstanding Principal Balance
of all Agented Contracts that are TPC Venture Stage Contracts with Eligible Contract Payments owing by Obligors (1) for which the Borrower,
the Equityholder or Collateral Manager does not possess the power to control the actions of the facility under which origination thereof
over 33% of the Aggregate Contracts Balance of all Transferred Contracts; provided that the Aggregate Outstanding Principal Balance
of all Contracts that are TPC Growth Stage Contracts that satisfy clause (1) of the definition thereof may be up to 10% of the Aggregate
Contracts Balance of all Transferred Contracts;


 






    11


     


    

 


(m)
the excess, if any, of the Aggregate Outstanding Principal Balance of
all Contracts that are TPC Venture Stage Contracts with Eligible Contract Payments relating to Obligors that have a Debt-to-Equity Ratio
greater than 40%, collectively over 5% of the Aggregate Contracts Balance of all Transferred Contracts;


 


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


 


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


 


(p)
the excess, if any, of the Aggregate Outstanding Principal Balance of
all Contracts that are Product 4 Contracts with Eligible Contract Payments over 25% of the Aggregate Contracts Balance of all Transferred
Contracts; provided that the Aggregate Outstanding Principal Balance of all Contracts that are TPC Venture Stage Contracts with
Eligible Contract Payments that are Product 4 Contracts may be up to 10% of the Aggregate Contracts Balance of all Transferred Contracts;


 


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


 


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


 


(s)
the excess, if any, of the Aggregate Outstanding Principal Balance of
all Contracts that are denominated in an Eligible Currency other than Dollars over 1525%
of the Aggregate Contracts Balance of all Transferred Contracts.


 


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


 






    12


     


    

 


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


 


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


 


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


 


“Extending
Lender Group” has the meaning set forth in Section 2.8(a). “Extension Request” has the meaning set
forth in Section 2.8(a). “Facility Agent” has the meaning set forth in the Preamble.


 


“FacilityAmount”means(a)priortotheFacilityTerminationDate, $250,000,000200,000,000 as
such amount may be reduced pursuant to Section 2.4 or increased pursuant to Section 2.9 and (b) thereafter, the Advances
outstanding.


 


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


 


“Facility
Termination Event” means any of the events described in Section 14.1.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement, and any current or future regulations or official interpretations
thereof.


 


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


 


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


 


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


 






    13


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Maturity
Date” means the earlier of (i) the date that is twenty-foureighteen
(2418)
months after the Facility Termination Date and (ii) the effective date on which the facility hereunder is terminated pursuant to Section
14.2.


 


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


 


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


 


“Minimum
Equity Condition” means a test that will be satisfied on any date of determination if the Funded Equity is not less than the
greater of (x) the sum of the Aggregate Outstanding Principal Balance of the five Obligors with Contracts constituting the highest Aggregate
Outstanding Principal Balance and (y) $25,000,000; provided that, for purposes of calculating the above, the Aggregate Outstanding
Principal Balance with respect to any Obligor shall be the Aggregate Outstanding Principal Balance with respect to which such Person
is an Obligor.




 






    14


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    15


     


    

 


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


 


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


 


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


 


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





 


“Required
Retained Warrant Proceeds Amount” means an amount equal to 2.50% of the Facility Amount; provided that the “Required Retained
Warrant Proceeds Amount” shall equal 5.0% of the Facility Amount at any time that the Borrower fails to maintain a Debt Service
Coverage Ratio greater than or equal to 1.75 to 1.00 as measured at the end of any Accrual Period; provided, further, that if the Borrower
maintains a Debt Service Coverage Ratio greater than or equal to 1.75 to 1.00 for 3 consecutive Accrual Periods following such failure,
the “Required Retained Warrant Proceeds Amount” shall equal 2.50% of the Facility Amount.


 


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


 


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


 


“Responsible
Officer” means, with respect to (a) TPVC, the Collateral Manager or the Borrower, its Chief Executive Officer, Chief Operating
Officer, President, Chief Financial Officer, or any other officer or employee of TPVC, the Collateral Manager or the Borrower directly
responsible for the administration or collection of the Transferred Contracts, or (b) any other Person, any Person that is not an individual,
the President, any Vice-President or Assistant Vice-President, any officer within the Corporate Trust Office or the Controller of such
Person, or any other officer or employee having similar functions.


 


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


 


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


 


“Retained
Interest” means, with respect to each Transferred Contract, the following rights and obligations in such Transferred Contract
and under the related documents, which are (a) (but if such equity financing or investor bridge
financing does not close within such three (3) month period, a Revaluation Event shall have been deemed to have occurred at the end of
such three (3) month period);




 






    16


     


    

 


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


 


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


 


(d) (i)
with respect to a TPC Growth Stage Contract, the Obligor thereunder has a Debt-to-Equity Ratio that exceeds 6575%
and (ii) with respect to a TPC Venture Stage Contract, the Obligor thereunder has a Debt-to-Equity Ratio that exceeds 50%;


 


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


 


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


 


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


 


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


 


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


 


provided
that the Facility Agent may include custom revaluation events other than those included in the definition of “Revaluation Event”
as a condition of its approval of any Contract, as noted in the related Asset Approval Notice (and, for any Contract included in the
Borrower Collateral as of the Effective Date that has yet to be approved by the Facility Agent as of such date by delivery of the related
Asset Approval Notice, the Facility Agent in its sole discretion may include additional custom revaluation events until such Contract
has been reviewed by the Facility Agent to its satisfaction); provided, further, that the Borrower may take such action
as may be required so that the event, condition, circumstance, or fact that is the basis for such custom revaluation event no longer
exists, in a manner and to the extent satisfactory to Facility Agent in its sole discretion.


 


“Rewritten
Contract Payment” means any amendment or waiver of, or modification or supplement to, an otherwise Eligible Contract Payment
which:


 


(g)
amends, waives, forbears, supplements or otherwise modifies
in any way the definition of “permitted lien” (or such similar
term) in a manner that is materially adverse to any Lender;


 




    17


     


    

 





(h)
results in any change in the currency or composition of any payment of
interest or principal to any currency other than that in which such Contract Payment was originally denominated or a change to Dollars;


 


(i)
results in a change to or grants relief from the Borrowing Base or any
related definition used therein; or


 


(j)
results in a change to the calculation of revenue for the related Obligor.


 


“Sale
Agreement” means the Receivables Sale and Contribution Agreement, dated as of the date hereof, by and between the Equityholder,
as seller, and the Borrower, as purchaser, as amended, supplemented or restated from time to time.


 


“Sanction
Target” has the meaning set forth in Section 9.25. “Sanctioned Countries” has the meaning set forth
in Section 9.25. “Sanctions” has the meaning set forth in Section 9.25.


 


“SBCA
Act” means Title VIII of the Consolidated Appropriations Act of 2018, known as the Small Business Credit Availability Act,
as amended.


 


“SBIC
Subsidiary” means any direct or indirect Subsidiary (including such Subsidiary’s general partner or managing entity to
the extent that the only material assets of such general partner or managing entity is its equity interest in the SBIC Subsidiary) of
TPVC licensed as a small business investment company under the Small Business Investment Company Act of 1958, as amended.


 


“Schedule
of Contracts” means the list or lists of Contracts attached to each Asset Approval Request and each Advance Request. Each such
schedule shall identify the Contracts which are being transferred to the Borrower, shall set forth such information with respect to each
such Contract as the Borrower or the Facility Agent may reasonably require, including all Obligor Information for such Contract, and
shall supplement any such schedules attached to previously-delivered Asset Approval Requests and Advance Requests.


 


“Scheduled
Contract Payment” means each periodic installment payable by an Obligor under a Contract for rent, principal, interest and/or
unutilized/commitment fees (as applicable), excluding all supplemental or additional payments required by the terms of such Contract
with respect to sales or other taxes, insurance, maintenance, ancillary products and services, late fees, penalties, default interest
and other specific charges.


 


“Scheduled
Facility Termination Date” means the earliest of (i) July 15, 20212023
(unless a later date has been agreed to in writing by the Facility Agent and each Lender as requested by the Borrower in accordance
with Section 2.8), (ii) the date on which the Interest Spread Test Termination Event occurs, (iii) an “Advanced Liquidity
Event” occurs with respect to a listing of shares on a national securities exchange in connection with an initial public offering,
unless TPC continues as the investment manager of the Equityholder after the effective date of any such initial public offering and (iv)
a default under the constituent documents of the Equityholder.




 







    18


     


    

 





“Second
Amendment Effective Date” means July 9, 2021.


 


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


 


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


 


“Securities
Custodian” means, the Custodian in its capacity as securities custodian as appointed in Section 12.19 hereunder.


 


“Securities
Documents” means, the Warrant Documents and the Portfolio Investments as listed on Exhibit J-2.


 


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


 


“Settlement
Date” means, with respect to any Advance, (x) each Distribution Date and (y) the date on which the Borrower
shall prepay such Advance pursuant to Section 2.4.


 


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


 


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


 


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


 


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


 




    19


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    20


     


    

 


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


 


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


 


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


 


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


 


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


 


“U.S.
Special Resolution Regimes” has the meaning set forth in Section 18.18.


 


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


 


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


 


“Warrant
Asset” means the Borrower’s economic interest in any equity purchase warrants or similar rights convertible into or exchangeable
or exercisable for any equity interests received by TPVC or the Equityholder as an “equity kicker” from the Obligor in connection
with such Transferred Contract; provided that the term Warrant Asset shall in no event include the right of TPVC or the Equityholder
to participate as an investor in future equity financings by an Obligor.


 


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


 


“Weighted
Interest Spread” means, as of any day of determination, the number expressed as a percentage obtained by multiplying (1) the
quotient of (i) the difference between (x) the amount of Interest Collections on the Aggregate Outstanding Principal Balance received
during the related Accrual Period and (y) the sum of (A) Carrying Costs for the related Accrual Period plus (B) the Collateral Management
Fee for the related Accrual Period plus (C) any fees due and owing to the Facility Agent for the related Accrual Period plus (D) any
fees due and owing to the Custodian for the related Accrual Period plus (E) the Backup Collateral Manager Fee for the related Accrual
Period and (ii) the average Advances outstanding for such Accrual Period by (2) twelve (12).


 




    21


     


    

 


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


 


“written”
or “in writing” (and other variations thereof) means any form of written communication or a communication by means
of telex, telecopier device, telegraph or cable.


 


“Yield”
means, with respect to any period, the daily interest accrued on Advances during such period as provided for in Article III.


 


Section
1.2Other Definitional Provisions.


 


(a)
Unless otherwise specified therein, all terms defined in this Agreement
have the meanings as so defined herein when used in the Notes or any other Transaction Document, certificate, report or other document
made or delivered pursuant hereto or thereto.


 


(b)
Each term defined in the singular form in Section 1.1 or elsewhere
in this Agreement shall mean the plural thereof when the plural form of such term is used in this Agreement, the Notes or any other Transaction
Document, certificate, report or other document made or delivered pursuant hereto or thereto, and each term defined in the plural form
in Section 1.1 shall mean the singular thereof when the singular form of such term is used herein or therein.


 


(c)
The words “hereof,” “herein,” “hereunder”
and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement,
the term “including” means “including without limitation,” and article, section, subsection, schedule and exhibit
references herein are references to articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified.


 


(d)
The following terms which are defined in the Uniform Commercial Code
in effect in the State of New York on the date hereof are used herein as so defined: Accounts, Certificated Securities, Chattel Paper,
Control, Documents, Equipment, Financial Assets, Funds-Transfer system, General Intangibles, Instruments, Inventory, Investment Property,
Proceeds, Securities Accounts, Security Certificates, Security Entitlements and Uncertificated Securities.


 




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(e)
On each date on which the Aggregate Contracts Balance or the Borrowing
Base is required to be calculated hereunder, the eligibility of each of the Contracts shall be re-determined as of such calculation date
and, as a consequence thereof, Contracts having Contract Payments that were Eligible Contract Payments on a prior calculation date may
be later of (x) the second Business Day immediately following the receipt of such written notice by the Facility Agent, the Custodian
and each Lender and (y) the date on which Lenders (which may include new Lenders) have executed such documentation as the Facility Agent
may reasonably require to evidence increased Commitments or new Commitments which, together with all other Commitments in effect at such
date, equal in the aggregate the Increased Facility Amount. Any amendment may, with the consent of the Facility Agent, Borrower and the
Lenders or prospective lenders agreeing to the proposed increase(s), effect such amendments to this Agreement and the other Transaction
Documents as may be necessary to effectuate the provisions of this Section 2.9 without the consent of any Lender not agreeing
to increase its Commitment. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment
and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and
without cause, decline to increase its Commitment.


 


ARTICLE
III


 


YIELD,
FEES, ETC.


 


Section
3.1 Yield. The Borrower hereby promises to pay on the dates specified in Section 3.2 Yield on the unpaid principal amount
of each Advance (or each portion thereof) for the period commencing on the applicable Advance Date until such Advance is paid in full;
provided that, for purposes of all calculations of Yield and the Commitment Fee in this
Agreement, the aggregate Advances outstanding on each day of such period shall be deemed to be the greater of (i) the aggregate unpaid
principal amount of all outstanding Advances on such day and (ii) 50% of the Facility Amountthe
Minimum Utilization Percentage then in effect multiplied by the Commitments. No provision of this Agreement or the Notes shall
require the payment or permit the collection of Yield in excess of the maximum permitted by Applicable Law.


 


Section
3.2Yield and Commitment Fee Payment Dates. Yield accrued on each Advance (including any previously
accrued and unpaid Yield) and the Commitment Fee
(if any) shall be payable, without duplication:


 


(a)
on the Maturity Date;


 


(b)
on the date of any payment or prepayment, in whole or in part, of principal
outstanding on such Advance; and


 


(c)
on each Distribution Date (or, with respect
to any Commitment Fee payable after July 2021, on each Commitment Fee Distribution
Date).


 


Section
3.3Yield Calculation.The Advances shall bear interest
on each day during each Accrual Period at a rate per annum equal to the Interest Rate for such Accrual Period.


 




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Section
4.3, any assignee, successor, or participant of an Affected Person), (i) Borrower or TPVC (as applicable) shall make all such deductions
and withholdings in respect of Taxes, (ii) Borrower or TPVC (as applicable) shall pay the full amount deducted or withheld in respect
of Taxes to the relevant taxation authority or other governmental authority in accordance with any requirement of law, and (iii) the
sum payable by Borrower or TPVC (as applicable) shall be increased as may be necessary so that after Borrower or TPVC (as applicable)
has made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under
this Section 4.3) the Affected Person receives an amount equal to the sum it would have received had no such deductions or withholdings
been made in respect of Non-Excluded Taxes. For purposes of this Agreement the term “Non-Excluded Taxes” are Taxes
other than (y) Taxes that are imposed on an Affected Person’s overall net income (and franchise taxes imposed in lieu thereof)
by the jurisdiction under the laws of which the Affected Person is organized or, in the case of an Affected Person that is a Lender,
of its applicable lending office, or any political subdivision thereof, unless such Taxes are imposed as a result of the Affected Person
having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement or any of the other Transaction
Documents (in which case such Taxes will be treated as Non-Excluded Taxes) and (z) Taxes imposed by FATCA.


 


(b)
In addition, the Borrower and TPVC hereby agree to pay any present or
future stamp, recording, documentary, excise, filing, intangible, property or value-added taxes, or similar taxes, charges or levies
that arise from any payment made by such Person under or in respect of this Agreement or any other Transaction Document or from such
Person’s execution, delivery, enforcement or registration of, any performance, receipt or perfection of a security interest under,
or otherwise with respect to, this Agreement or any other Transaction Document (collectively, “Other Taxes”) and any
liabilities (including penalties, additions to tax, interest and expenses) of such Person arising therefrom or with respect thereto.


 


(c)
The Borrower and TPVC hereby agree to indemnify each Affected Person
(including its direct or indirect beneficial owners) for, and to hold them harmless against, the full amount of Non-Excluded Taxes and
Other Taxes imposed on or paid by the Affected Person (or any direct or indirect beneficial owners thereof) (as applicable) and any liabilities
(including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. Amounts payable by the Borrower
under the indemnity set forth in this Section 4.3(c) shall be paid on the SettlementDistribution
Date occurring after the date of delivery to the Borrower of written demand therefor by the Facility Agent (which demand shall
be accompanied by a statement setting forth in reasonable detail (1) the calculations of the amount being claimed, (2) the basis therefor
and (3) the event by reason of which it has become so entitled); provided that such demand is delivered on or prior to the fifth
Business Day prior to such SettlementDistribution
Date and otherwise on the SettlementDistribution
Date following such SettlementDistribution
Date; provided, further, that no Person shall be indemnified pursuant to this Section 4.3(c) to the extent
the reason for such indemnification relates to, or arises from, the failure by such Person to comply with the provisions of Section
4.3(e) or Section 4.3(f). If any Lender receives a refund in respect of any amounts paid by the Borrower pursuant to this
Section 4.3, which refund in the reasonable judgment of such Lender is allocable to such payment, it investments other than investments
of the type described in clause (f) of the definition of “Permitted Investments”, the Person giving such instructions
agrees to assist the Facility Agent in complying with the requirements herein with respect to such investments.


 




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Section
8.2Collateral Manager Reimbursements.The Collateral Manager
shall be entitled to be reimbursed from amounts on deposit in, or to be deposited in, the Collection Account with respect to a Collection
Period for amounts previously deposited in the Collection Account but later determined by the Collateral Manager to have resulted from
mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Collateral
Manager on the related Distribution Date pursuant to Section 8.5(a)(ii) or Section 8.5(a)(xiv), as applicable. Upon the
request of the Facility Agent or any Lender, the Collateral Manager shall certify any amount to be reimbursed hereunder and shall supply
such other information as may be necessary in the opinion of the Facility Agent to verify the accuracy of such certification. The Facility
Agent shall not be under any obligation to make the request described in the immediately preceding sentence.


 


Section
8.3Application of Collections. With respect to each Contract,
payments by or on behalf of the Obligor shall be applied to interest and principal thereof to reduce the balance thereof in accordance
with the terms of such Contract.


 


Section
8.4Additional Deposits. On or before each Distribution Date,
the Collateral Manager or the Borrower shall deposit into the Collection Account the aggregate Repurchase Amounts with respect to Repurchased
Contracts. All such deposits of Repurchase Amounts shall be made in immediately available funds. Upon receipt, the Facility Agent shall
remit to the Collection Account any amounts paid by a Hedge Counterparty under any Hedging Agreement.


 


Section
8.5Distributions. (a) On each Distribution Date, the Paying
Agent shall distribute from the Collection Account and, prior to the occurrence of an Unmatured Facility
Termination Event or the Facility Termination Date,subject
to Section 8.8, the
Warrant Reserve Account (as applicable), in accordance with the applicable Distribution Date Statement provided by the Collateral Manager,
the Amount Available for such Distribution Date in the following order of priority:


 


(i)
FIRST, (a) to the Borrower or TPVC, as applicable, to the extent such
amounts represent Excluded Amounts or any Retained Interest and (b) to the Collection Account Bank and each Lockbox Bank, any accrued
and unpaid fees and expenses for the related Collection Period, which fees and expenses shall not exceed $5,000 for any Collection Period;


 


(ii)
SECOND, if the Collateral Manager is not TPVC, to the extent not previously
paid to the Collateral Manager or otherwise by or on behalf of the Borrower, to the Collateral Manager, any accrued and unpaid Collateral
Management Fee for the related Collection Period;


 







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(iii)
THIRD, from the remaining Amount Available, to the extent not previously paid by the Collateral Manager or otherwise by or on behalf
of the Borrower, pro rata (a) to the Custodian, any accrued and unpaid Custodian Fees and Expenses for the related Collection Period,
and any amounts actually due at such time under any indemnification provision of this Agreement (that is, no amount shall be withheld
for contingent indemnity obligations) for the related Collection Period pursuant to the Custodian Fee Letter, which expenses shall not
exceed the amount of the Capped Fees/Expenses - Custodian, (b) to the Backup Collateral Manager, any accrued and unpaid fees and expenses,
any amounts actually due at such time under any indemnification provision of this Agreement (that is, no amount shall be withheld for
contingent indemnity obligations) for the related Collection Period pursuant to the Backup Collateral Manager Fee Letter, which expenses
shall not exceed the amount of the Capped Fees/Expenses - Backup Collateral Manager and any Transition Costs, (c) to the Paying Agent,
any accrued and unpaid fees and expenses, any amounts actually due at such time under any indemnification provision of this Agreement
(that is, no amount shall be withheld for contingent indemnity obligations) for the related Collection Period, which expenses shall not
exceed the amount of the Capped Fees/Expenses - Paying Agent and (d) to the Collection Account Bank, any accrued and unpaid fees and
expenses, any amounts actually due at such time under any indemnification provision of this Agreement (that is, no amount shall be withheld
for contingent indemnity obligations) for the related Collection Period, which expenses shall not exceed the amount set forth in clause
(i) above;


 


(iv)
FOURTH, from the remaining Amount Available, to the extent not previously
paid by the Collateral Manager or otherwise by or on behalf of the Borrower, pro rata, based on the amounts owed to such Persons under
this clause (iv), to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties
under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon;


 


(v)
FIFTH, from the remaining Amount Available, to the Lenders, on a pro
rata basis, an amount equal to the Yield on the Advances accrued during the Accrual Period with respect to such Distribution Date
(and any Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date) and to the Paying Agent
on behalf of the Lenders, all Fees due to the Lenders and the Facility Agent; provided that any Commitment
Fee due after July 2021 shall be payable on the Commitment Fee
Distribution Date;


 


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


 


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


 


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


 




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Section
8.6Fees.The Borrower shall pay to the Paying
Agent for distribution to each Lender in its related Lender GroupFacility Agent and the
Agents on behalf of their respective Lenders in accordance with the provisions set forth in Section 8.5 certain
fees (any Commitment Fee, the Prepayment Fee and any other fees (collectively, “Fees”)
in the amounts and on the dates set forth in one or more fee letter agreements, dated the date hereof (or dated the date any Lender becomes
a party hereto pursuant to an assignment or otherwise), among the Borrower, TPVC and the applicable Lender, respectively, (as any such
fee letter agreement may be amended, restated, supplemented or otherwise modified from time to time, each, a “Fee Letter”).


 


Section
8.7Net Deposits. So long as no Collateral Manager Default
has occurred and is continuing, the Collateral Manager may make the remittances to be made by it pursuant to Sections 8.3 and
8.4 net of amounts (which amounts may be netted prior to any such remittance for a Collection Period) to be distributed to it
pursuant to Section 8.2 or 8.5(xiv); provided, however, that the Collateral Manager shall account for all
of such amounts in the related Distribution Date Statement as if such amounts were deposited and distributed separately; and provided,
further, that if an error is made by the Collateral Manager in calculating the amount to be deposited or retained by it, with
the result that an amount less than required is deposited in the Collection Account, the Collateral Manager shall make a payment of the
deficiency to the Collection Account immediately upon becoming aware, or receiving notice from any Lender, the Paying Agent or the Facility
Agent, of such error.


 





Section
8.8Required Warrant Reserve. (a) The Borrower
shall, Prior to the occurrence of the Facility Termination
Date, deposit the net proceeds (including, without limitation, net of any taxes paid
or payable as a result of such sale or exercise of any Warrant Asset) realized and received by the Borrower (or its agent) from the sale
or exercise of any Warrant Asset or other Portfolio Investment into the Warrant Reserve Account until
the amount on deposit in the Warrant Reserve Account equals the Required Retained Warrant Proceeds Amount;  provided
that after the occurrence of an Unmatured Facility Termination
Event, all such net proceeds shall remain in the Warrant Reserve Account without giving effect to Section 8.5;
provided, further, that after the occurrence
of the Scheduled Facility Termination Date, all
such net proceeds shall at Borrower’s discretion either (x) be designated as Amount Available
and distributed pursuant to Section 8.5 or (y) remain in the Warrant Reserve Account (and
shall not be available to be withdrawn) until the earlier of (i) one (1) year after
the Scheduled Facility Termination Date and
(ii) the occurrence of a Facility Termination Event, after
which all such net proceeds shall be deposited into the Collection Account
as Principal Collections and the Warrant Reserve Account shall no longer be in effect.

  


(b)
At any time that a payment is required to be made by Section 2.4(b),
all Retained Warrant Proceeds shall be designated as Amount Available by the Collateral Manager


 







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(c)Noactions,suits,proceedingsorinvestigationsbyanycourt,
governmental, or regulatory agency are ongoing or pending against the
Borrower, its directors, officers or employees or anyone acting on its behalf in relation to a breach of the Anti-Bribery and Corruption
Laws, or, to the knowledge of the Borrower, threatened.


 


(d)
The Borrower will not directly or indirectly use, lend or contribute
the proceeds of the Advances for any purpose that would breach the Anti-Bribery and Corruption Laws.


 


Section
9.27Volcker Rule. To the best of the Borrower’s knowledge
and belief, the Advances do not constitute an “ownership interest” in the Borrower for purposes of the Volcker Rule.


 


 





Section
9.28AIFMD and UK AIFM
Regulation. The Borrower is not (i) an AIFM or (ii) an
AIF managed by an AIFM (as such term is defined in the AIFMD) required to be authorized or registered in accordance with AIFMD; or (ii)
an AIFM or an AIF managed by an AIFM (as such term is defined in the UK AIFM Regulations)
required to be authorized or registered in accordance with AIFMDthe
UK AIFM Regulations.

  





Section
9.29EEA/UK Financial
Institution.The Borrower is not an EEA Financial Institution or a UK Financial Institution.

 


ARTICLE
X 


 


COVENANTS


 


From
the date hereof until the first day following the Facility Termination Date on which all Obligations shall have been finally and fully
paid and performed, the Borrower hereby covenants and agrees with the Lenders and the Facility Agent that:


 


Section
10.1Protection of Security Interest of the Secured Parties.
(a) At or prior to the Effective Date, the Borrower shall have filed or caused to be filed a UCC-1 financing statement, naming the Borrower
as debtor, naming the Facility Agent (for the benefit of the Secured Parties) as secured party and describing the Borrower Collateral,
with the office of the Secretary of State of the State of Maryland. From time to time thereafter, the Borrower shall file such financing
statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law fully
to preserve, maintain and protect the interest of the Facility Agent for the benefit of the Secured Parties under this Agreement in the
Borrower Collateral and in the proceeds thereof. The Borrower shall deliver (or cause to be delivered) to the Facility Agent file-stamped
copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that
the Borrower fails to perform its obligations under this subsection, the Facility Agent may do so, in each case at the expense of the
Borrower.


 




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the
Facility Agent or any other Person, and shall have no liability for any inaccuracy or error in any duty performed by it that results
from or is caused by inaccurate, untimely or incomplete information or data received by it from the Borrower, the Facility Agent or another
Person. The Custodian shall not be liable for failing to perform or delay in performing its specified duties hereunder which results
from or is caused by a failure or delay on the part of the Borrower, the Facility Agent or another Person in furnishing necessary, timely
and accurate information to the Custodian.


 


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


 


Section
12.18Compliance with Applicable Banking Law.In order to
comply with Applicable Banking Law, the Custodian is required to obtain, verify, record and update certain information relating to individuals
and entities which maintain a business relationship with the Custodian. Accordingly, each of the parties agrees to provide to the Custodian,
upon its reasonable request from time to time such identifying information and documentation as may be available for such party in order
to enable the Custodian to comply with Applicable Banking Law.


 


Section
12.19Securities Custodian.


 


(a)
The Facility Agent hereby appoints the Custodian, and the Custodian hereby
accepts its appointment, to act, subject to the terms of this Agreement, as securities custodian (in such capacity, the “Securities
Custodian”) for the Facility Agent for the purpose of taking and retaining custody of Securities Documents as may be delivered
to it from time to time for the benefit of the Facility Agent, on behalf of the Secured Parties. Securities Custodian, as the duly appointed
agent of the Facility Agent, on behalf of the Secured Parties for these purposes, (A) acknowledges that it shall hold (in accordance
with Section 8-301 of the UCC) possession of the Securities Documents at any time listed on each Schedule of Contracts, a copy of each
such Schedule of Contracts shall be delivered to Securities Custodian and all additions thereto or supplements thereof, for the Facility
Agent’s benefit, on behalf of the Secured Parties, unless and until released in accordance with Section 12.4 and Section
13.3, and (B) agrees to maintain exclusive custody and possession of the Securities Documents in which a security interest has been
granted to the Facility Agent, on behalf of the Secured Parties, hereunder in order to perfect the security interest of the Facility
Agent and the Secured Parties in such Securities Documents and any and all proceeds of the foregoing. Each of the Borrower and the ServicerCollateral
Manager consents to the Securities Custodian’s appointment hereunder and to the terms hereof.


 


(b)
With respect to any Contract File that is comprised of Securities Documents,
in lieu of the Certification provided in Section 12.2(a) above, the Securities Custodian shall provide a holdings report of the
Securities Documents received by the Securities Custodian to the Borrower, the Facility Agent and the ServicerCollateral
Manager.


 


 




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(c)
For so long as the Securities Custodian is the same
entity as the Custodian, the Securities Custodian shall be entitled to
the same rights, protections, immunities and indemnities afforded to the Custodian hereunder.


 


Section
12.20Resignation of Custodian; Appointment of Successor Custodian. Notwithstanding anything to the contrary herein, no later than
sixty (60) days after the Second Amendment Effective Date, U.S. Bank National Association, in its capacity as Custodian, at the direction
of the Borrower (who shall concurrently provide a copy of such direction to the Facility Agent), shall, upon the appointment of Deutsche
Bank Trust Company Americas, as successor custodian, pursuant to the terms of a written
instrument (which may be an omnibus amendment to this Agreement and the Transaction Documents) in form and substance satisfactory to
the parties thereto, resign as Custodian under this Agreement and the other Transaction
Documents and the Borrower and the Facility Agent shall appoint Deutsche Bank Trust Company Americas, as successor custodian, and Deutsche
Bank Trust Company Americas shall agree to assume all such rights and duties under this Agreement and the other Transaction Documents;
provided that in no event shall Deutsche Bank Trust Company Americas be liable or responsible
for any loss, damages or liabilities of any kind resulting from or arising out of (i) the acts or omissions of U.S. Bank National Association
in its capacity as Custodian or (ii) acts or omissions of U.S. Bank National Association in its capacity as Custodian which predate the
effective date of such written instrument. Upon the transfer of all Contract Files
and Securities Documents in its possession to the successor custodian in accordance
with the terms of this Agreement and any written instrument, either physically or electronically,
and the appointment of Deutsche Bank Trust Company Americas as successor custodian, U.S. Bank National Association shall have no further
rights, duties or obligations under this Agreement or any other Transaction Document, other than such rights, protections and indemnities
granted to U.S. Bank National Association as Custodian under this Agreement and the other Transaction Documents that explicitly survive
the resignation of U.S. Bank National Association as Custodian under this Agreement or the other Transaction Documents. Solely for the
purposes of the resignation and appointment contemplated by this Section 12.20, each of U.S. Bank National Association and the Collateral
Manager (as applicable) shall have sixty (60) days from the effective date of such written instrument to deliver all Contract Files and
Securities Documents (if any) in its possession, either physically or electronically, to Deutsche Bank Trust Company Americas, as successor
Custodian, in accordance with the provisions of Section 12.5. Each of the Collateral Manager, the Borrower and the Facility Agent hereby
waive any prior notice required pursuant to Section 12.5 hereof with respect the resignation of the Custodian.


 




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Contracts,
Borrower Assigned Agreements or other agreements included in the Borrower Collateral or to take any action to collect or enforce any
claim for payment assigned under this Agreement.


 


Section
13.3Release of Collateral. Until the Obligations have been
paid in full, the Facility Agent may not release any Lien covering any Borrower Collateral except for (a) Contract Payments for which
the related Obligor has paid the amounts owing on the related Contract in full and for which the Facility Agent has received a Lien on
all proceeds of such Contract, (b) Portfolio Investments related to Contracts that have been paid in full and have no further obligations
outstanding thereunder (upon the occurrence of such conditions and solely prior to the occurrence of a Facility
Termination Event, the Lien hereunder covering such Portfolio Investment shall be automatically released, without any further
action by any party hereunder), (c) Repurchased Contracts as provided in Section 7.16 and (d) any Borrower Collateral sold
or disposed of to the extent permitted pursuant to this Agreement.


 


Section
13.4Certain Remedies.(a)The Facility Agent may, in
its discretion, and shall, at the written direction of the Majority Lenders, proceed to protect and enforce its rights and the rights
of the Secured Parties by such appropriate proceedings as the Facility Agent or the Majority Lenders shall deem necessary to protect
and enforce any such rights, whether for the specific enforcement of any covenant or agreement in any Transaction Document or in the
exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Facility Agent
by any Transaction Document or by law.


 


(b)
In case there shall be pending, relative to the Borrower or any other
obligor upon the Notes or any Person having or claiming an ownership interest in the Borrower Collateral, proceedings under the Bankruptcy
Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee
in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the
Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower
or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Facility Agent irrespective
of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Facility Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered
but without any obligation, subject to Section 13.5(a), by intervention in such proceedings or otherwise:


 


(i)
to file and prove a claim or claims for the whole amount of principal
and Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents
as may be necessary or advisable in order to have the claims of the Facility Agent (including any claim for reimbursement of all expenses
(including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Facility Agent and each
predecessor Facility Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of
the other Secured Parties allowed in such proceedings;


 




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(ii)
unless prohibited by Applicable Law, to vote (with the reasonable consent
of the Majority Lenders) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar
functions in any such proceedings;


 


(iii)
to collect and receive any moneys or other property payable or deliverable
on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and


 


(iv)
to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Facility Agent or the Secured Parties allowed in any judicial proceedings relative
to the Borrower, its creditors and its property;


 


and
any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Secured
Parties to make payments to the Facility Agent and, in the event that the Facility Agent shall consent to the making of payments directly
to such Secured Parties, to pay to the Facility Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities
incurred, and all advances made, by the Facility Agent and each predecessor Facility Agent except as determined to have been caused by
its own gross negligence or willful misconduct.


 


(c)
Nothing herein contained shall be deemed to authorize the Facility Agent
to authorize or consent to or vote for or accept or adopt on behalf of any Lender or other Secured Party any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any holder thereof or to authorize the Facility Agent to
vote in respect of the claim of any Secured Party in any such proceeding except, pursuant to Section 13.4(b)(ii), to vote for
the election of a trustee in bankruptcy or similar person.


 


(d)
All rights of action and of asserting claims under the Transaction Documents,
may be enforced by the Facility Agent without the possession of the Notes or the production thereof in any trial or other proceedings
relative thereto, and any such action or proceedings instituted by the Facility Agent shall be brought in its own name as Facility Agent
and any recovery of judgment, subject to the payment of the reasonable expenses, disbursements and compensation of the Facility Agent
each predecessor Facility Agent and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Notes
and other Secured Parties.


 


(e)
In any proceedings brought by the Facility Agent to enforce the Liens
under the Transaction Documents (and also any proceedings involving the interpretation of any provision of any Transaction Document),
the Facility Agent shall be held to represent all of the Secured Parties, and it shall not be necessary to make any Secured Party a party
to any such proceedings.


 


(f)
Notwithstanding any other provision in this Agreement, the Facility Agent
agrees not to exercise any foreclosure remedy against the Warrant Assets until the earlier of (i one (1) year
after the Scheduled Facility Termination Date and (ii) the occurrence of a Facility Termination
Event.


 







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Section
13.5Limitation on Duty of Facility Agent in Respect of Collateral.
(a) Beyond the exercise of reasonable care in the custody thereof, the Facility Agent shall have no duty as to any Borrower Collateral
in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights
against prior parties or any other rights pertaining thereto and the Facility Agent shall not be responsible for filing any financing
or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting
or maintaining the perfection of any security interest in the Borrower Collateral. The Facility Agent shall be deemed to have exercised
reasonable care in the custody of the Borrower Collateral in its possession if the Borrower Collateral is accorded treatment substantially
equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any
of the Borrower Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the
Facility Agent in good faith.


 


(b)
The Facility Agent shall not be responsible for the existence, genuineness
or value of any of the Borrower Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Borrower
Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent
such action or omission constitutes gross negligence or willful misconduct on the part of the Facility Agent for the validity or sufficiency
of the Borrower Collateral or any agreement or assignment contained therein, for the validity of the title of the Borrower to the Borrower
Collateral, for insuring the Borrower Collateral or for the payment of taxes, charges, assessments or Liens upon the Borrower Collateral
or otherwise as to the maintenance of the Borrower Collateral.


 


(c)
The Facility Agent shall have no duty to act outside of the United States
in respect of any Borrower Collateral located in any jurisdiction other than the United States.


 


(d)
The Facility Agent may act through its agents or attorneys and shall
not be liable for any misconduct or negligence of any such agents or attorneys appointed with due care by it hereunder.


 


(e)
In no event shall Facility Agent be liable for special, punitive or consequential
damages.


 


ARTICLE
XIV


 


FACILITY
TERMINATION EVENTS


 


Section
14.1Facility Termination Events. Each of the following shall
constitute a Facility Termination Event under this Agreement:


 




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(m)
A Change of Control shall have occurred;


 


(n)
The Borrower shall at any time prior to the Scheduled Facility Termination
Date fail to maintain (i) a Debt Service Coverage Ratio greater than or equal to 1.10 to 1.00 for the most recent Accrual Period, as
reported on the most recent Collateral Manager Report Date or (ii) beginning with the Accrual Period ending three (3) months after the
Effective Date, a Debt Service Coverage Ratio greater than or equal to 1.25 to 1.00 for the most recent rolling three Accrual Periods,
measured as of the last day of the most recent Accrual Period;


 


(o)
On any date when the Collateral Manager or the Equityholder or any of
their respective consolidated Subsidiaries has any outstanding recourse Indebtedness (other than pursuant to (i) this Agreement, (ii)
any term capital markets securitization facility managed by TPVC (or an Affiliate thereof), (iii) any other facility pursuant to which
DBNY (or any Affiliate thereof) is the sole credit providers or (iv) the Finance Vehicles), the Collateral Manager or the Equityholder
and their respective consolidated Subsidiaries shall at any such time fail to maintain (x) an Interest Coverage Ratio greater than or
equal to 2.00 to 1.00 for the most recent completed fiscal quarter, measured as of the last day of such fiscal quarter or (y) beginning
with the Accrual Period ending three (3) months after the Effective Date, an Interest Coverage Ratio greater or equal to 2.00 to 1.00
for the most recent rolling twelve month period just ended, measured as of the last day of the last month in such twelve month period;


 


(p)
At any time, (i) the Minimum Equity Condition is not satisfied or (ii)
TPVC shall fail to maintain a positive Tangible Net Worth;


 


(q)
The failure to effect the resignation of U.S. Bank National Association as Custodian and the appointment of Deutsche Bank Trust Company
Americas as successor custodian in accordance with Section 12.20;


 


(r)
(q) Either
(i) the Borrower shall become required to register as an “investment company” within the meaning of the Investment Company
Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within
the meaning of the Investment Company Act or (ii) TPVC ceases to be a “business development company” within the meaning of
the Investment Company Act; or


 


(s)
(r) As
of any date of determination TPVC’s Asset Coverage Ratio shall be less than 150% in accordance with the requirements of the SBCA
Act; provided that if, after the Effective Date, there is any change to the asset coverage requirements for any business development
company under either the SBCA Act or the Investment Company Act, then the threshold for TPVC’s Asset Coverage Ratio under this
clause (r) shall be the lesser of (x) 150% and (y) the revised amount so required under the SBCA Act or the Investment Company Act after
such change.


 


Section
14.2Effect of Facility Termination Event.


 


(a) Optional
Termination. Upon notice by the Facility Agent that a Facility Termination Event (other than a Facility Termination Event described
in Section 14.1(d)) has occurred, no Advances will thereafter be made, and Facility Agent may, in its discretion, and


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
18.19Acknowledgement Regarding Any Supported QFCs.


 


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


 




    35


     


    

 


	Commitment: $100,000,00074,000,000	DEUTSCHE
    BANK AG, NEW YORK BRANCH, as Committed Lender
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	60 Wall
  Street
	 	New York, New York
  10005
	 	Attention: Asset Finance
  Department
	 	Facsimile No.:
  212-797-5160



 


Signature
Page to Receivables Financing Agreement 


 









     


     


    

 








	Commitment:
    $50,000,00042,000,000	MUFG
    UNION BANK, N.A., as Committed Lender
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 





	 	445 S.
  Figueroa Street
	 	Los Angeles, CA 90071
	 	Attention: William
  Bloore, Managing Director
	 	Email: william.bloore@unionbank.com



 


Signature
Page to Receivables Financing Agreement 


 






     


     


    

 


	Commitment: $50,000,00042,000,000	TIAA,
    FSB, as Committed Lender
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 





	 	10000 Midlantic
  Drive
	 	Suite 400 East
	 	Mount Laurel, NJ 08054
	 	Attention: Lender Finance
	 	Facsimile No.:201-770-4762
	 	Email: LFLoanAdmin@tiaabank.com



 


Signature
Page to Receivables Financing Agreement 


 






     


     


    

 


	Commitment:
    $50,000,00042,000,000	KEYBANK
    NATIONAL ASSOCIATION, as Committed Lender
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


	 	1000 S.
  McCaslin Blvd.
	 	Superior, CO 80027
	 	Richard S. Anderson
  – Vice President
	 	Telephone: 720-304-1247
	 	email: richard_s_andersen@key.com






 


 


Signature
Page to Receivables Financing Agreement