Exhibit 10.1


 


EXECUTION COPY






	
         

        LOAN AND SECURITY AGREEMENT

         

        dated as of

         

        August 26, 2016

         

        among

         

        34th Street Funding, LLC

         

        The Lenders Party Hereto

         

        The Collateral Administrator, Collateral
        Agent and Securities Intermediary Party Hereto

         

        JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

        as Administrative Agent

         

        and

         

        CĪON
        Investment Management, LLC,

        as Portfolio Manager

         



  




     


     


    

 


Table of Contents


 


	 	Page
	 	 
	ARTICLE I	 
	THE PORTFOLIO INVESTMENTS	 
	 	 
	SECTION 1.01. Purchases of Portfolio Investments	17
	SECTION 1.02. Procedures for Purchases and Related Advances.	18
	SECTION 1.03. Conditions to Purchases	18
	SECTION 1.04. Sales of Portfolio Investments	19
	SECTION 1.05. Certain Assumptions relating to Portfolio Investments.	21
	SECTION 1.06. Deposits and Contributions by Parent.	21
	 	 
	ARTICLE II	 
	THE FINANCINGS	 
	 	 
	SECTION 2.01. Financing Commitments	22
	SECTION 2.02. First Advance; Additional Advances	22
	SECTION 2.03. Advances; Use of Proceeds.	22
	SECTION 2.04. Other Conditions to Advances	24
	 	 
	ARTICLE III	 
	ADDITIONAL TERMS APPLICABLE TO THE FINANCINGS	 
	 	 
	SECTION 3.01. The Advances.	25
	SECTION 3.02. Sub-Adviser	28
	SECTION 3.03. Taxes	29
	 	 
	ARTICLE IV	 
	COLLECTIONS AND PAYMENTS	 
	 	 
	SECTION 4.01. Interest Proceeds	32
	SECTION 4.02. Principal Proceeds	32
	SECTION 4.03. Principal and Interest Payments; Prepayments; Commitment Fee.	33
	SECTION 4.04. Market Value Cure Account	34
	SECTION 4.05. Priority of Payments	35
	SECTION 4.06. Payments Generally	36
	SECTION 4.07. Termination or Reduction of Financing Commitments	36
	 	 
	ARTICLE V	 
	[RESERVED]	 
	 	 
	SECTION 5.01. [Reserved]	37
	 	 
	ARTICLE VI	 
	REPRESENTATIONS, WARRANTIES AND COVENANTS	 
	 	 
	SECTION 6.01. Representations and Warranties	37
	SECTION 6.02. Covenants of the Company and the Portfolio Manager	40
	SECTION 6.03. Amendments of Portfolio Investments, Etc.	46


 




     


     


    

 


	ARTICLE VII	 
	EVENTS OF DEFAULT	 
	 	 
	ARTICLE VIII	 
	ACCOUNTS; COLLATERAL SECURITY	 
	 	 
	SECTION 8.01. The Accounts; Agreement as to Control	49
	SECTION 8.02. Collateral Security; Pledge; Delivery	51
	 	 
	ARTICLE IX	 
	THE AGENTS	 
	 	 
	SECTION 9.01. Appointment of Administrative Agent and Collateral Agent	54
	SECTION 9.02. Additional Provisions Relating to the Collateral Agent, the Collateral Administrator and the Securities Intermediary.	57
	 	 
	ARTICLE X	 
	MISCELLANEOUS	 
	 	 
	SECTION 10.01. Lenders' Representations; Non-Petition; Limited Recourse	60
	SECTION 10.02. Notices	61
	SECTION 10.03. No Waiver	61
	SECTION 10.04. Expenses; Indemnity; Damage Waiver; Right of Setoff	61
	SECTION 10.05. Amendments	62
	SECTION 10.06. Successors; Assignments	63
	SECTION 10.07. Governing Law; Submission to Jurisdiction; Etc.	65
	SECTION 10.08. Interest Rate Limitation	65
	SECTION 10.09. PATRIOT Act	65
	SECTION 10.10. Counterparts	65
	SECTION 10.11. Headings	66
	SECTION 10.12. Acknowledgement and Consent to Bail-In of EEA Financial Institutions.	66


 


	Schedules	 
	 	 
	Schedule 1	Transaction Schedule
	Schedule 2	Contents of Notice of Acquisition
	Schedule 3	Eligibility Criteria
	Schedule 4	Concentration Limitations
	Schedule 5	Portfolio Investments
	Schedule 6	Participation Interests
	Schedule 7	Moody's Industry Classifications
	 	 
	Exhibit	 
	 	 
	Exhibit A	Form of Request for Advance
	Exhibit B	Form of Reports
	Exhibit C	Forms of U.S. Tax Compliance Certificates


 




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LOAN AND SECURITY AGREEMENT dated as
of August 26, 2016 (this "Agreement") among 34th Street Funding, LLC, as borrower (the "Company");
CĪON Investment Management, LLC (the "Portfolio Manager");
the Lenders party hereto; the Collateral Agent party hereto (in such capacity, the "Collateral Agent"); the Collateral
Administrator party hereto (in such capacity, the "Collateral Administrator"); the Securities Intermediary party
hereto (in such capacity, the "Securities Intermediary"); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative
agent for the Lenders hereunder (in such capacity, the "Administrative Agent").


 


The Company, a newly formed special purpose
vehicle wholly owned by CĪON Investment Corp. (the "Parent"),
which is managed by the Portfolio Manager and sub-advised by Apollo Investment Management, L.P. (the "Sub-Adviser"),
wishes to accumulate certain corporate loans and other corporate debt securities (the "Portfolio Investments"),
all on and subject to the terms and conditions set forth herein.


 


The Company and the Portfolio Manager have
entered into a Portfolio Management Agreement, dated as of the date hereof (the "Portfolio Management Agreement"),
pursuant to which the Portfolio Manager will perform certain investment management and administrative services on behalf of the
Company.


 


Furthermore, the Company intends to enter
into a Sale and Contribution Agreement (the "Sale Agreement"), dated on or about the date hereof, between the
Company and the Parent, pursuant to which the Company shall acquire certain Portfolio Investments listed on Schedule 5 hereto on
the date hereof and from time to time acquire additional Portfolio Investments from the Parent.


 


Furthermore, the Company intends to acquire
Participation Interests with elevation in certain Portfolio Investments listed on Schedule 6 hereto pursuant to a Master Participation
Agreement (the "Master Participation Agreement"), dated on or about the date hereof, between the Company and Parent.


 


On and subject to the terms and conditions
set forth herein, JPMorgan Chase Bank, National Association ("JPMCB") and its respective successors and permitted
assigns (together with JPMCB, the "Lenders") have agreed to make advances to the Company ("Advances")
hereunder to the extent specified on the transaction schedule attached as Schedule 1 hereto (the "Transaction Schedule").


 


Accordingly, the parties hereto agree as follows:


 


Certain Defined Terms


 


"Accounts" has the meaning
set forth in Section 8.01(a).


 


"Additional Distribution Date"
has the meaning set forth in Section 4.05.


 


"Adjusted Applicable Margin"
means the stated Applicable Margin for Advances set forth on the Transaction Schedule plus 2% per annum.


 


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


 




     


     


    

 


"Affiliate" means, with respect
to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such former Person but,
which shall not, with respect to the Company, include the obligors under any Portfolio Investment. For the purposes of this definition,
control of a Person shall mean the power, direct or indirect, (i) to vote more than 50% of the securities having ordinary voting
power for the election of directors of any such Person or (ii) to direct or cause the direction of the management and policies
of such Person whether by contract or otherwise.


 


"Agent" has the meaning set
forth in Section 9.01.


 


"Agent Business Day" means
any day on which commercial banks settle payments in each of New York City and the city in which the corporate trust office of
the Collateral Agent is located (which shall initially be Boston).


 


"Amendment" has the meaning
set forth in Section 6.03.


 


"Anti-Corruption Laws" means
all laws, rules, and regulations of any jurisdiction applicable to the Company from time to time concerning or relating to bribery
or corruption.


 


"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 Governmental Authority applicable
to such Person and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative,
judicial, or quasi-judicial tribunal or agency of competent jurisdiction.


 


"Base Rate" means, for any
day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 0.50%. Any change in the Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal
Funds Effective Rate, respectively. In the event that the Base Rate is below zero at any time during the term of this Agreement,
it shall be deemed to be zero until it exceeds zero again.


 


"Borrowing Base Test" means
a test that will be satisfied on any date of determination if the following is true:


 





 


Where:


 


AR = 45%.


 


"Business Day" means any
day on which commercial banks are open in each of New York City and the city in which the corporate trust office of the Collateral
Agent is located; provided that, with respect to any LIBOR related provisions herein, "Business Day" shall be
deemed to exclude any day on which banks are required or authorized to be closed in London, England.


 




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"Calculation Period" means
the quarterly period from and including the date on which the first Advance is made hereunder to but excluding the first Calculation
Period Start Date following the date of such Advance and each successive quarterly period from and including a Calculation Period
Start Date to but excluding the immediately succeeding Calculation Period Start Date (or, in the case of the last Calculation Period,
if the last Calculation Period does not end on the last calendar day of February, May, August or November, the period from and
including the related Calculation Period Start Date to but excluding the Maturity Date).


 


"Calculation Period Start Date"
means the last calendar day of February, May, August or November of each year (or, if any such date is not a Business Day, the
immediately succeeding Business Day), commencing in November 2016.


 


"Change in Law" means the
occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive
(whether or not having the force of law) by any Governmental Authority; provided that all requests, rules, guidelines or
directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection
with the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii) in connection with the implementation
of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory
Practices (or any successor or similar authority) shall be deemed to have occurred after the date of this Agreement for purposes
of this definition, regardless of the date adopted, issued, promulgated or implemented.


 


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


 


"Charges" has the meaning
set forth in Section 10.08.


 


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


 


"Collateral" has the meaning
set forth in Section 8.02(a).


 


"Collateral Principal Amount"
means on any date of determination (A) the aggregate principal balance of the Portfolio, including the funded and unfunded balance
on any Delayed Funding Term Loan, as of such date plus (B) the amounts on deposit in the Accounts (including cash and Eligible
Investments) representing Principal Proceeds as of such date minus (C) the aggregate principal balance of all Ineligible
Investments as of such date.


 


"Collection Account" has
the meaning set forth in Section 8.01(a).


 


"Concentration Limitation Excess"
means, on any date of determination, without duplication, all or the portion of the principal amount of any Portfolio Investment
that exceeds any Concentration Limitation as of such date; provided that the Portfolio Manager shall select in its sole
discretion which Portfolio Investment(s) constitute part of the Concentration Limitation Excess; provided further
that with respect to any Delayed Funding Term Loan, the Portfolio Manager shall select any term Portfolio Investment from the same
obligor and/or any funded portion of the aggregate commitment amount of such Delayed Funding Term Loan before selecting any unfunded
portion of such aggregate commitment amount; provided, further, that, if the Portfolio Manager does not so select
any Portfolio Investment(s), the applicable portion of the Portfolio Investment(s) determined by the Administrative Agent shall
make up the Concentration Limitation Excess.


 




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"Concentration Limitations"
has the meaning set forth in Schedule 4.


 


"Connection Income Taxes"
means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or
branch profits Taxes.


 


"Credit Risk Party" has the
meaning set forth in Article VII.


 


"Custodial Account" has the
meaning set forth in Section 8.01(a)


 


"Delayed Funding Term Loan"
means any Loan that (a) requires the holder thereof to make one or more future advances to the obligor under the underlying instruments
relating thereto, (b) specifies a maximum amount that can be borrowed on one or more fixed borrowing dates, and (c) does not permit
the re-borrowing of any amount previously repaid by the obligor thereunder; but any such Loan will be a Delayed Funding Term Loan
only until all commitments by the holders thereof to make advances to the obligor thereon expire or are terminated or reduced to
zero.


 


"Deliver"
has the meaning set forth in Section 8.02(b).


 


"Designated Email Notification Address"
means "CIONAgentNotices@iconinvestments.com" with a copy to the Portfolio Manager at "CIONAgentNotices@iconinvestments.com",
provided that, so long as no Event of Default shall have occurred and be continuing and no Market Value Event shall have
occurred, the Company may, upon at least five (5) Business Day's written notice to the Administrative Agent, the Collateral Administrator
and the Collateral Agent, designate any other email address as the Designated Email Notification Address.


 


"Designated Independent Broker-Dealer"
means J.P. Morgan Securities LLC; provided that, so long as no Market Value Event shall have occurred and no Event of Default
shall have occurred and be continuing, the Portfolio Manager may, upon at least five (5) Business Day's written notice to the Administrative
Agent, the Collateral Administrator and the Collateral Agent, designate another Independent Broker-Dealer as the Designated Independent
Broker-Dealer.


 


"EBITDA" means, with respect
to the last four full fiscal quarters with respect to any Portfolio Investment, the meaning of "EBITDA", "Adjusted
EBITDA" or any comparable definition in the underlying instruments for each such Portfolio Investment, and in any case that
"EBITDA", "Adjusted EBITDA" or such comparable definition is not defined in such underlying instruments, an
amount, for the obligor on such Portfolio Investment and any parent that is obligated pursuant to the underlying instruments for
such Portfolio Investment (determined on a consolidated basis without duplication in accordance with GAAP) equal to earnings from
continuing operations for such period plus (a) interest expense, (b) income taxes, (c) depreciation and amortization
for such four fiscal quarter period (to the extent deducted in determining earnings from continuing operations for such period),
(d) amortization of intangibles (including, but not limited to, goodwill, financing fees and other capitalized costs), other
non-cash charges and organization costs, (e) extraordinary losses, (f) one-time, non-recurring, unusual or non-cash charges
consistent with the applicable compliance statements and financial reporting packages provided by such obligor, and (g) any
other item the Portfolio Manager and the Administrative Agent mutually deem to be appropriate; provided that with respect
to any obligor for which four full fiscal quarters of economic data are not available, EBITDA shall be determined for such obligor
based on annualizing the economic data from the reporting periods actually available.


 




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"Effective Date" has the
meaning set forth in Section 2.04.


 


"Eligibility Criteria" has
the meaning set forth in Section 1.03.


 


"Eligible Investments" has
the meaning set forth in Section 4.01.


 


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


 


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


 


"ERISA Event" means that
(1) any of the Company or the Parent has underlying assets which constitute "plan assets" within the Plan Asset Rules
or (2) any of the Company, the Parent or any ERISA Affiliate sponsors, maintains, contributes to, is required to contribute to
or has any material liability with respect to any Plan.


 


"Event of Default" has the
meaning set forth in Article VII.


 


"Excess Funded Amount" means,
on any date of determination, the amount (if any) by which (x) the aggregate outstanding principal amount of the Advances on such
date exceeds (y) the Minimum Funding Amount on such date.


 


"Excess Interest Proceeds"
means, at any time of determination, the excess of (1) amounts then on deposit in the Accounts representing Interest Proceeds over
(2) the sum of (x) the projected amount required to be paid pursuant to Section 4.05(b) on the next Interest Payment Date, the
next Additional Distribution Date or the Maturity Date, as applicable, and (y) the Expense Cap Amount applicable on the next Interest
Payment Date, in the case of clause (1) and clause (2)(x), as determined by the Company in good faith and in a commercially reasonable
manner and, in the case of clause (1), verified by the Collateral Agent and, in the case of clause (2)(x), verified by the Administrative
Agent (which verification shall be deemed to be given upon the written confirmation (or deemed confirmation) of the Administrative
Agent to a Permitted Distribution or Permitted Tax Distribution, as applicable).


 


"Excluded Taxes" means any
of the following Taxes imposed on or with respect to a Secured Party or required to be withheld or deducted from a payment to a
Secured Party, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes,
in each case, (i) imposed as a result of such Secured Party being organized under the laws of, or having its principal office or,
in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to an applicable interest in a Financing Commitment or Advance pursuant
to a law in effect on the date on which (i) such Lender acquires such interest in the Financing Commitment or Advance or (ii) such
Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.03, amounts with respect to such
Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately
before it changed its lending office, (c) Taxes attributable to such Secured Party's failure to comply with Section 3.03(f) and
(d) any U.S. federal withholding Taxes imposed under FATCA.


 




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"FATCA" means Sections 1471
through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any intergovernmental
agreements thereunder, similar or related non-U.S. law that corresponds to Sections 1471 to 1474 of the Code, any agreements entered
into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation
of such sections of the Code and any U.S. or non-U.S. fiscal or regulatory law, legislation, rules, guidance, notes or practices
adopted pursuant to such intergovernmental agreement.


 


"Federal Funds Effective Rate"
means, for any day, the rate per annum equal to the rates on overnight Federal funds transactions with members of the Federal Reserve
System (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to
time), as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected
by it.


 


"Financing Commitment" means,
with respect to each Lender, the commitment of such Lender to provide Advances to the Company hereunder in an amount up to but
not exceeding the amount set forth opposite such Lender's name on the Transaction Schedule that is held by such Lender at such
time.


 


"Foreign Lender" means a
Lender that is not a U.S. Person.


 


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


 


"Governmental Authority"
means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national
bodies such as the European Union or the European Central Bank).


 


"Indebtedness" as applied
to any Person, means, without duplication, as determined in accordance with GAAP, (i) all indebtedness of such Person for borrowed
money; (ii) all obligations of such Person evidenced by bonds, debentures, notes, deferrable securities or other similar instruments;
(iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable
and accrued expenses arising in the ordinary course of business; (iv) that portion of obligations with respect to capital leases
that is properly classified as a liability on a balance sheet; (v) all non-contingent obligations of such Person to reimburse or
prepay any bank or other Person in respect of amounts paid under a letter of credit, banker's acceptance or similar instrument;
(vi) all debt of others secured by a Lien on any asset of such Person, whether or not such debt is assumed by such Person; and
(vii) all debt, lease obligations or similar obligations to repay money of others guaranteed by such Person or for which such Person
acts as surety and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person
or otherwise to assure a creditor against loss. Notwithstanding the foregoing, "Indebtedness" shall not include a commitment
arising in the ordinary course of business to purchase a future Portfolio Investment in accordance with the terms of this Agreement.


 


"Indemnified Person" has
the meaning specified in Section 5.03(b).


 




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


 


"Indemnitee" has the meaning
set forth in Section 10.04(b).


 


"Independent
Broker-Dealer" means any of the following (as such list may be revised from time to time by mutual agreement of the Company
and the Administrative Agent): Bank of America/Merrill Lynch, Barclays Bank, BMO Capital Markets, BNP Paribas, Citibank, Credit
Suisse, Deutsche Bank, Goldman Sachs, Jeffries, JPMorgan, Morgan Stanley, Nomura, RBC Capital Markets, UBS, Wells Fargo and any
Affiliate of any of the foregoing, but in no event including the Company or any Affiliate of the Company.


 


"Ineligible Investment" means
any Portfolio Investment that fails, at any time, to satisfy the Eligibility Criteria; provided, that, with respect to any
Portfolio Investment for which the Administrative Agent has waived one or more of the criteria set forth on Schedule 3, the Eligibility
Criteria in respect of such Portfolio Investment shall be deemed not to include such waived criteria at any time after such waiver
and such Portfolio Investment shall not be considered an "Ineligible Investment" by reason of its failure to meet such
waived criteria; provided, further, that any Portfolio Investment (other than an Initial Portfolio Investment) which
has not been approved by the Administrative Agent pursuant to Section 1.02 on or prior to its Trade Date will be deemed to be an
Ineligible Investment until such later date (if any) on which such Portfolio Investment is so approved; provided further
that any Participation Interest granted under the Sale Agreement that has not been elevated to an absolute assignment on or prior
to the 30th calendar day following the Effective Date shall constitute an Ineligible Investment until the date on which such elevation
has occurred.


 


"Initial Portfolio Investments"
means the Portfolio Investments listed in Schedule 5 and Schedule 6 on the date of this Agreement.


 


"Interest Payment Date" has
the meaning set forth in Section 4.03(b).


 


"Interest Proceeds" means
all payments of interest received in respect of the Portfolio Investments and Eligible Investments acquired with the proceeds of
Portfolio Investments (in each case other than accrued interest purchased using Principal Proceeds, but including proceeds received
from the sale of interest accrued after the date on which the Company acquired the related Portfolio Investment), all other payments
on the Eligible Investments acquired with the proceeds of Portfolio Investments (for the avoidance of doubt, such other payments
shall not include principal payments (including, without limitation, prepayments, repayments or sale proceeds) with respect to
Eligible Investments acquired with Principal Proceeds) and all payments of fees, dividends and other similar amounts received in
respect of the Portfolio Investments or deposited into any of the Accounts (including closing fees, commitment fees, facility fees,
late payment fees, amendment fees, waiver fees, prepayment fees and premiums, ticking fees, delayed compensation, customary syndication
or other up-front fees and customary administrative agency or similar fees); provided, however, that for the avoidance
of doubt, Interest Proceeds shall not include amounts or Eligible Investments in the MV Cure Account or the Unfunded Exposure Account
or, in neither case, any proceeds therefrom.


 


"Investment" means (a) the
purchase of any debt or equity security of any other Person, or (b) the making of any loan or advance to any other Person, or (c)
becoming obligated with respect to a contingent obligation in respect of obligations of any other Person.


 


"IRS" means the United States
Internal Revenue Service or any successor thereto.


 




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"Lender" has the meaning
set forth in Section 2.01.


 


"Lender Participant" has
the meaning set forth in Section 10.06(c).


 


"Liabilities" has the meaning
set forth in Section 5.03.


 


"LIBO Rate" means, for each
Calculation Period relating to an Advance, the rate appearing on the Reuters Screen at approximately 11:00 a.m., London time, two
(2) Business Days prior to the commencement of such Calculation Period, as the rate for U.S. dollar deposits with a maturity of
three months. If such rate is not available at such time for any reason, then the LIBO Rate for such Calculation Period shall be
equal to the rate that results from interpolating on a linear basis between (a) the rate appearing on the Reuters Screen for the
longest period available that is shorter than three months and (b) the rate appearing on the Reuters Screen that is the shortest
period available that is longer than three months. The LIBO Rate shall be determined by the Administrative Agent (and notified
in writing to the Collateral Administrator and the Portfolio Manager), and such determination shall be conclusive absent manifest
error. Notwithstanding anything in the foregoing to the contrary, if the LIBO Rate as calculated for any purpose under this Agreement
is below zero, the LIBO Rate will be deemed to be zero for such purpose until such time as it exceeds zero again.


 


"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 any obligation for the payment or repayment of borrowed money that is documented by a term loan agreement or other similar
credit agreement.


 


"Loan Documents" means this
Agreement, the Portfolio Management Agreement, the Performance Guarantee, the Master Participation Agreement and the Sale Agreement.


 


"Margin Stock" has the meaning
provided such term in Regulation U of the Board of Governors of the Federal Reserve Board.


 


"Market Value" means, on
any date of determination, (i) with respect to any Senior Secured Loan or Second Lien Loan, the average indicative bid-side price
determined by Markit Group Limited or LoanX, Inc. (or, if the Administrative Agent determines in its sole discretion that such
bid price is not available or is not indicative of the actual current market value, the market value of such Senior Secured Loan
or Second Lien Loan as determined by the Administrative Agent in good faith and in a commercially reasonable manner) and (ii) with
respect to any other Portfolio Investment, the market value of such Portfolio Investment as determined by the Administrative Agent
in good faith and in a commercially reasonable manner, in each case, expressed as a percentage of par.


 


So long as no Market Value Event has occurred
or Event of Default has occurred and is continuing, the Portfolio Manager shall have the right to initiate a dispute of the Market
Value of certain Portfolio Investments as set forth below; provided that the Portfolio Manager provides the bid or valuation
set forth below no later than 12:00 p.m. New York City time on the Business Day immediately following the related date of determination.



 




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If
the Portfolio Manager disputes the determination of Market Value with respect to any Portfolio Investment whose Market Value
is not determined by the Administrative Agent using Markit Group Limited or LoanX, Inc.,
the Portfolio Manager may, with respect to up to three such Portfolio Investments in each calendar quarter, engage a Nationally
Recognized Valuation Provider, at the expense of the Company, to provide a valuation of the applicable Portfolio Investments and
submit evidence of such valuation to the Administrative Agent. With respect to any Portfolio Investment whose Market Value
is determined by the Administrative Agent using Markit Group Limited or LoanX, Inc., the Portfolio Manager may, at the expense
of the Company, obtain a written executable bid from an Independent Broker-Dealer for the full principal amount (or, in the case
of a Portfolio Investment with a par amount greater than $10,000,000, such executable bid shall be for at least two-thirds of the
par amount of such Portfolio Investment) of such Portfolio Investment and submit evidence of such bid to the Administrative Agent.


 


The
market value of any Portfolio Investment determined in accordance with the immediately preceding paragraph will be the Market Value
for the applicable Portfolio Investment from and after (but not earlier than) the Business Day following receipt of notice of such
valuation by the Administrative Agent until the Administrative Agent has made a good faith and commercially reasonable determination
that the Market Value of such Portfolio Investment has changed, in which case the Administrative Agent may determine another Market
Value (in accordance with the definition of Market Value).


 


Notwithstanding anything to the contrary herein,
(A) the Market Value for any Portfolio Investment shall not be greater than the par amount thereof, (B) the Market Value of any
Ineligible Investment shall be deemed to be zero and (C) the Administrative Agent shall be entitled to disregard as invalid any
bid submitted by the Portfolio Manager from any Independent Broker-Dealer if, in the Administrative Agent's good faith judgment:
(i) such Independent Broker-Dealer is ineligible to accept assignment or transfer of the relevant Portfolio Investment or portion
thereof, as applicable, substantially in accordance with the then-current market practice in the principal market for such Portfolio
Investment, as reasonably determined by the Administrative Agent; or (ii) such firm bid or such firm offer is not bona fide due
to the insolvency of the Independent Broker-Dealer.


 


The Administrative Agent shall notify the
Company, the Portfolio Manager and the Collateral Administrator in writing of the then-current Market Value of each Portfolio Investment
in the Portfolio no later than the 5th day of each calendar month or upon the reasonable request of the Portfolio Manager (but
no more frequently than three requests per calendar month). Any notification from the Administrative Agent to the Company that
the events set forth in clause (A)(i) of the definition of the term Market Value Event have occurred and are continuing shall be
accompanied by a written statement showing the then-current Market Value of each Portfolio Investment.


 


"Market Value Cure" means,
on any date of determination, (i) with the prior written consent of the Administrative Agent, the contribution by the Parent of
additional Portfolio Investments and the pledge and Delivery thereof by the Company to the Collateral Agent pursuant to the terms
hereof, (ii) the contribution by the Parent of cash to the Company and the pledge and Delivery thereof by the Company to the Collateral
Agent pursuant to the terms hereof (which amounts shall be deposited in the MV Cure Account), (iii) the prepayment by the Company
of an aggregate principal amount of Advances (together with accrued and unpaid interest thereon) or (iv) any combination of the
foregoing clauses (i), (ii) and (iii), in each case during the Market Value Cure Period, at the option of the Portfolio Manager
(subject to the consent of the Administrative Agent set forth in clause (i)), and in an amount such that the Net Asset Value exceeds
the product of (a) the Market Value Cure Trigger specified on the Transaction Schedule and (b) the Net Advances; provided that,
any Portfolio Investment contributed to the Company in connection with the foregoing must meet all of the applicable Eligibility
Criteria (unless otherwise consented to by the Administrative Agent) and the Concentration Limitations shall be satisfied after
such contribution. For the purposes of any request for consent of the Administrative Agent pursuant to clause (i) in the immediately
preceding sentence, if the Company notifies the Administrative Agent on the day on which the events set forth in clause (A)(i)
of the definition of the term Market Value Event has occurred and is continuing of its intention to contribute a Portfolio Investment
to the Company to cure such event and requests the related consent thereto, the Administrative Agent shall respond to such request
no later than one (1) Business Day after such notice is received. In connection with any Market Value Cure, a Portfolio Investment
shall be deemed to have been contributed to the Company if there has been a valid, binding and enforceable contract for the assignment
of such Portfolio Investment to the Company and, in the reasonable judgment of the Portfolio Manager, such assignment will settle,
in the case of a Loan, within fifteen (15) Business Days thereof and, in the case of any other Portfolio Investment, within four
(4) Business Days thereof. The Portfolio Manager shall use its commercially reasonable efforts to effect any such assignment within
such time period.


 




    	 	- 9 -	 



     


    

 


"Market Value Cure Failure"
means the failure by the Company to effect a Market Value Cure as set forth in the definition of such term.


 


"Market Value Cure Period"
means the period commencing on the Business Day on which the Portfolio Manager receives notice from the Administrative Agent (which
if received after 2:00 p.m., New York City time, on any Business Day, shall be deemed to have been received on the next succeeding
Business Day) of the occurrence of the events set forth in clause (A)(i) of the definition of the term Market Value Event and ending
at (x) the close of business in New York two (2) Business Days thereafter or (y) such later date and time as may be agreed to by
the Administrative Agent in its sole discretion.


 


"Market Value Event" means
(A) the occurrence of both of the following events (i) the Administrative Agent shall have determined and notified the Portfolio
Manager in writing (with a copy to the Collateral Agent) as of any date that the Net Asset Value does not equal or exceed the product
of (a) the Market Value Trigger specified on the Transaction Schedule and (b) the Net Advances and (ii) a Market Value Cure Failure
or (B) if in connection with any Market Value Cure, a Portfolio Investment sold, contributed or deemed to have been contributed
to the Company shall fail to settle within (i) in the case of a Loan, fifteen (15) Business Days from the related Trade Date thereof
and (ii) in the case of any other Portfolio Investment, four (4) Business Days from the related Trade Date thereof.


 


"Material Adverse Effect"
means a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of the Company or
the Portfolio Manager, taken as a whole, (b) the ability of the Company, the Parent or the Portfolio Manager to perform its obligations
under this Agreement or any of the other Loan Documents or (c) the rights or remedies available to the Administrative Agent or
the Lenders under this Agreement or any of the other Loan Documents.


 


"Material Amendment" has
the meaning set forth in Section 10.06(c).


 


"Maturity Date" means the
date that is the earliest of (1) the Scheduled Termination Date set forth on the Transaction Schedule, (2) the date on which the
Secured Obligations become due and payable upon the occurrence of an Event of Default under Article VII and the acceleration of
the Secured Obligations, (3) the date on which the principal amount of the Advances is irrevocably reduced to zero as a result
of one or more prepayments and the Financing Commitments are irrevocably terminated and (4) the date after a Market Value Event
on which all Portfolio Investments have been sold and the proceeds therefrom have been received by the Company.


 


"Maximum Rate" has the meaning
set forth in Section 10.08.


 


"Mezzanine Obligation" means
a Portfolio Investment which is unsecured, subordinated debt of a company that represents a claim on such company's assets which
is senior only to that of the equity securities of such company.


 




    	 	- 10 -	 



     


    

 


"Minimum Funding Amount"
means, on any date of determination, the amount set forth in the table below:


 


	Period Start Date	 	Period End Date	 	Minimum Funding Amount (U.S.$)	 
	 	 	 	 	 	 
	Effective Date	 	To and including, September, 30, 2016	 	 	57,000,000	 
	 	 	 	 	 	 	 
	From and excluding September, 30, 2016	 	To and including March 31, 2017	 	 	100,000,000	 
	 	 	 	 	 	 	 
	From and excluding March 31, 2017	 	Last day of Reinvestment Period	 	 	125,000,000	 



 


"MV Cure Account" has the
meaning set forth in Section 8.01(a).


 


"Nationally Recognized Valuation Provider"
means (i) Lincoln International LLC (f/k/a Lincoln Partners LLC), (ii) Valuation Research Corporation, (iii) Alvarez & Marsal,
(iv) Duff & Phelps Corp., (v) Murray Devine and (vi) Hilco Capital; provided that any independent entity providing professional
asset valuation services may be added to this definition by the Company (with the consent of the Administrative Agent) or added
to this definition by the Administrative Agent from time to time by notice thereof to the Company and the Portfolio Manager; provided,
further, that the Administrative Agent may remove any provider from this definition by written notice to the Company and
the Portfolio Manager so long as, after giving effect to such removal, there are at least three providers designated pursuant to
this definition.


 


"Net Advances" means the
principal amount of the outstanding Advances (inclusive of requisite Advances for any outstanding Purchase Commitments which have
traded but not settled) minus the amounts then on deposit in the Accounts (including cash and Eligible Investments) representing
Principal Proceeds.


 


"Net Asset Value" means,
on any date of determination the sum of (A) the sum, with respect to each Portfolio Investment (both owned by the Company and in
respect of which there is an outstanding Purchase Commitment that has not settled) other than the unfunded commitment amount of
the Delayed Funding Term Loan, of the product of (x) the Market Value of such Portfolio Investment multiplied by (y) the funded
principal amount of such Portfolio Investment plus (B) the amounts then on deposit in the Unfunded Exposure Account (including
cash and Eligible Investments); provided that, for the avoidance of doubt, (1) the Concentration Limitation Excess, (2)
any Portfolio Investment for which a pending Purchase Commitment remains unsettled, as of such date of determination, for a period
longer than (x) in the case of a Loan, fifteen (15) Business Days from the related Trade Date thereof and (y) in the case of any
other Portfolio Investment, four (4) Business Days from the related Trade Date thereof and (3) any Ineligible Investments will
be excluded from the calculation of the Net Asset Value and assigned a value of zero for such purposes.


 


"Non-Call Period" means the
period beginning on, and including, the Effective Date and ending on, but excluding, August 23, 2018.


 


"Notice of Acquisition" has
the meaning set forth in Section 1.02.


 




    	 	- 11 -	 



     


    

 


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


 


"Other Taxes" means all present
or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from
the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under,
or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to
an assignment (other than an assignment made pursuant to Section 3.01(f) relating to the replacement of Lenders).


 


"Participant Register" has
the meaning specified in Section 10.06(d).


 


"Participation Interest"
means a participation interest in a Loan or a debt security.


 


"PATRIOT Act" has the meaning
set forth in Section 2.04(f).


 


"Performance Guarantee" means
the performance guarantee, dated as of the date hereof, issued by the Parent with respect to the Portfolio Manager's obligations
under the Portfolio Management Agreement and this Loan Agreement.


 


"Permitted Distribution"
means, on any Business Day, distributions of Interest Proceeds (at the discretion of the Company) to the Parent (or other permitted
equity holders of the Company); provided that amounts may be distributed pursuant to this definition only to the extent
of available Excess Interest Proceeds and only so long as (i) no Event of Default has occurred and is continuing (or would occur
after giving effect to such Permitted Distribution), (ii) no Market Value Event shall have occurred (or would occur after giving
effect to such Permitted Distribution), (iii) the Borrowing Base Test is satisfied (and will be satisfied after giving effect to
such Permitted Distribution), (iv) the Company gives at least two (2) Business Days' prior written notice thereof to the Administrative
Agent, the Collateral Agent and the Collateral Administrator, (v) not more than three Permitted Distributions are made in any single
Calculation Period and (vi) the Administrative Agent confirms in writing (which may be by email) to the Collateral Agent and the
Collateral Administrator that the conditions to a Permitted Distribution set forth herein are satisfied; provided that,
if the Administrative Agent does not notify the Collateral Agent and the Collateral Administrator in writing (which may be by email)
that it does or does not confirm that such conditions are satisfied within two (2) Business Days following delivery of written
notice (which may be by email) of a proposed Permitted Distribution requesting such confirmation and addressed to each of the employees
of the Administrative Agent identified on Schedule 2 hereto (as modified by the Administrative Agent from time to time in writing),
the Administrative Agent will be deemed to have confirmed that such conditions are satisfied.


 


"Permitted Lien" means any
of the following: (a) Liens for Taxes if such Taxes shall not at the time be due and payable or if a Person shall currently be
contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance with
GAAP have been provided on the books of such Person, (b) Liens imposed by law, such as materialmen's, warehousemen's, mechanics',
carriers', workmen's and repairmen's Liens and other similar Liens, arising by operation of law in the ordinary course of business
for sums that are not overdue or are being contested in good faith, (c) with respect to any collateral underlying a Portfolio Investment,
the Lien in favor of the Company and Liens permitted under the related underlying instruments, (d) as to agented Portfolio Investments,
Liens in favor of the agent on behalf of all the lenders of the related obligor, and (e) Liens granted pursuant to or by the Loan
Documents.


 




    	 	- 12 -	 



     


    

 


"Permitted PM Successor"
means an Affiliate of the Portfolio Manager that (i) utilizes principal personnel performing the duties required under the Loan
Documents who are substantially the same individuals who would have performed the duties required under the Loan Documents had
the assignment not occurred, (ii) has an ability to professionally and competently perform duties similar to those imposed on the
Portfolio Manager under the Loan Documents and (iii) is legally qualified to act as Portfolio Manager and whose appointment as
Portfolio Manager will not cause the Borrower to violate Applicable Law.


 


"Permitted Sub-Adviser Successor"
means an Affiliate of the Sub-Adviser that (i) utilizes principal personnel performing the duties required under the investment
sub-advisory agreement between the Parent and the Sub-Adviser who are substantially the same individuals who would have performed
the duties required under the investment sub-advisory agreement between the Parent and the Sub-Adviser had the assignment not occurred,
(ii) has an ability to professionally and competently perform duties similar to those imposed on the Sub-Adviser under the investment
sub-advisory agreement between the Parent and the Sub-Adviser and (iii) is legally qualified to act as Sub-Adviser and whose appointment
as Sub-Adviser will not cause the Borrower to violate Applicable Law.


 


"Permitted Tax Distribution"
means distributions to the Parent (from the Accounts or otherwise) to the extent required to allow the Parent to make sufficient
distributions to qualify as a regulated investment company, and to otherwise eliminate federal or state income or excise taxes
payable by the Parent in or with respect to any taxable year of the Parent (or any calendar year, as relevant); provided
that (A) the amount of any such payments made in or with respect to any such taxable year (or calendar year, as relevant) of the
Parent shall not exceed 115% of the amounts that the Company would have been required to distribute to the Parent to: (i) allow
the Company to satisfy the minimum distribution requirements that would be imposed by Section 852(a) of the Code (or any successor
thereto) to maintain its eligibility to be taxed as a regulated investment company for any such taxable year, (ii) reduce to zero
for any such taxable year the Company's liability for federal income taxes imposed on (x) its investment company taxable income
pursuant to Section 852(b)(1) of the Code (or any successor thereto), or (y) its net capital gain pursuant to Section 852(b)(3)
of the Code (or any successor thereto), and (iii) reduce to zero the Company's liability for federal excise taxes for any such
calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto), in the case of each of (i), (ii) or (iii),
calculated assuming that the Company had qualified to be taxed as a regulated investment company under the Code and (B) amounts
may be distributed pursuant to this definition only from Excess Interest Proceeds and so long as (i) the Borrowing Base Test is
satisfied, (ii) the Company gives at least two (2) Business Days prior notice thereof to the Administrative Agent, the Collateral
Agent and the Collateral Administrator, (iii) if any such Permitted Tax Distributions are made after the occurrence and during
the continuance of an Event of Default, the amount of Permitted Tax Distributions made in any 90 calendar day period shall not
exceed U.S.$1,500,000 and (iv) the Administrative Agent confirms in writing (which may be by email) to the Collateral Agent and
the Collateral Administrator that the conditions to a Permitted Tax Distribution set forth herein are satisfied; provided
that, if the Administrative Agent does not notify the Collateral Agent and the Collateral Administrator in writing (which may be
by email) that it does or does not confirm that such conditions are satisfied within two (2) Business Days following delivery of
written notice (which may be by email) of a proposed Permitted Tax Distribution requesting such confirmation and addressed to each
of the employees of the Administrative Agent identified on Schedule 2 hereto (as modified by the Administrative Agent from time
to time in writing), the Administrative Agent will be deemed to have confirmed that such conditions are satisfied.


 




    	 	- 13 -	 



     


    

 


"Person" means any natural
person, corporation, partnership, trust, limited liability company, association, Governmental Authority or unit, or any other entity,
whether acting in an individual, fiduciary or other capacity.


 


"Plan" means any "employee
benefit plan" (as such term is defined in Section 3(3) of ERISA) subject to Section 412 of the Code or Title IV of ERISA established
by the Company, the Parent or any ERISA Affiliate.


 


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


 


"Portfolio" means all Portfolio
Investments Purchased hereunder and not otherwise sold or liquidated.


 


"Possessory Collateral" has
the meaning set forth in Section 8.02(b).


 


"Prime Rate" means the rate
of interest per annum publicly announced from time to time by JPMCB as its prime rate in effect at its principal office
in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced
as being effective.


 


"Principal Proceeds" means
(i) all amounts received with respect to the Portfolio Investments or any other Collateral, and all amounts otherwise on deposit
in the Accounts (including cash contributed to or deposited by the Company and Advances made pursuant to Section 2.03(e)), in each
case other than Interest Proceeds or amounts (or Eligible Investments) in the Unfunded Exposure Account (or any proceeds therefrom)
and (ii) all amounts received pursuant to the Performance Guarantee; provided that amounts received pursuant to the Performance
Guarantee shall only be used to repay Advances until all Secured Obligations have been paid in full.


 


"Priority of Payments" has
the meaning set forth in Section 4.05.


 


"Proceeding" has the meaning
set forth in Section 10.07(b).


 


"Purchase" means each acquisition
of a Portfolio Investment hereunder.


 


"Purchase Commitment" has
the meaning set forth in Section 1.02.


 


"Ramp-Up Period" means the
period from and including the Effective Date to, but excluding, May 23, 2017.


 


"Register" has the meaning
set forth in Section 10.06(b).


 


"Reinvestment Period" means
the period beginning on, and including, the Effective Date and ending on, but excluding, the earliest of (i) August 23, 2019, (ii)
the date on which a Market Value Event occurs, (iii) the date on which the principal amount of the Advances is irrevocably reduced
to zero as a result of one or more prepayments and the Financing Commitments are irrevocably terminated and (iv) the date on which
an Event of Default occurs.


 


"Related Party" has the meaning
set forth in Section 9.01.


 




    	 	- 14 -	 



     


    

 


"Repayment Event" means an
event that occurs on any date of determination if (i) during the 12 calendar months preceding such date of determination the Company
has properly delivered at least ten (10) Notices of Acquisition during such period, so long as each such Notice of Acquisition
contains and/or is accompanied by all information required pursuant to Section 1.02(b) and would otherwise have satisfied all conditions
set forth in this Agreement and (ii) the Administrative Agent has not approved at least 50% of the Notices of Acquisition properly
made during the 12 calendar months preceding such date of determination and which contain and/or are accompanied by such information
specified in clause (i) and would otherwise have satisfied all conditions set forth in this Agreement.


 


"Required Lenders" means
Lenders with respect to 50.1% or more of the sum of (i) the aggregate principal amount of the outstanding Advances plus
(ii) the aggregate undrawn amount of the outstanding Financing Commitments.


 


"Responsible Officer" means
with respect to the Collateral Agent or the Collateral Administrator or the Securities Intermediary, any officer of the Collateral
Agent customarily performing functions with respect to corporate trust matters and, with respect to a particular corporate trust
matter under this Agreement, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity
with the particular subject in each case, having direct responsibility for the administration of this Agreement.


 


"Restricted Payment" means
(i) any dividend or other distribution (including, without limitation, a distribution of non-cash assets), direct or indirect,
on account of any shares or other equity interests in the Company now or hereafter outstanding; (ii) any redemption, retirement,
sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, by the Company of any shares or other
equity interests in the Company now or hereafter outstanding; and (iii) any payment made to retire, or to obtain the surrender
of, any outstanding warrants, options or other rights to acquire shares or other equity interests in the Company now or hereafter
outstanding.


 


"Reuters Screen" means Reuters
Screen LIBOR 01 Page on the Bloomberg Financial Markets Commodities News (or on any successor or substitute page of such service,
or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page
of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates
applicable to U.S. dollar deposits in the London interbank market).


 


"Revolving Loan" means any
Loan (other than a Delayed Funding Term Loan, but including funded and unfunded portions of revolving credit lines not backed by
cash and letter of credit facilities, unfunded commitments under specific facilities and other similar loans and investments) that
under the underlying instruments relating thereto may require one or more future advances to be made to the obligor by a creditor,
but any such Loan will be a Revolving Loan only until all commitments by the holders thereof to make advances to the obligor thereon
expire or are terminated or are irrevocably reduced to zero.


 


"Sanctioned Country" means,
at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement,
Cuba, Iran, North Korea, Sudan, Syria and Crimea).


 


"Sanctioned Person" means,
at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets
Control of the U.S. Department of the Treasury or the U.S. Department of State, or by the United Nations Security Council, the
European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person
owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).


 




    	 	- 15 -	 



     


    

 


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


 


"Second Lien Loan" means
a Loan (i) that is secured by a pledge of collateral, which security interest is validly perfected and second priority (subject
to liens for Senior Secured Loans and liens for Taxes or regulatory charges and any other liens permitted under the related underlying
instruments that are reasonable and customary for similar loans) under Applicable Law and (ii) the Portfolio Manager determines
in good faith that the value of the collateral securing the Loan (including based on enterprise value) on or about the time of
origination or acquisition by the Company equals or exceeds the outstanding principal balance thereof plus the aggregate outstanding
balances of all other loans of equal or higher seniority secured by the same collateral.


 


"Secured Party" has the meaning
set forth in Section 8.02(a).


 


"Secured Obligation" has
the meaning set forth in Section 8.02(a).


 


"Senior Secured Loan" means
any interest in a Loan, including any assignment of or participation in or other interest in a Loan, that (i) is not (and is not
expressly permitted by its terms to become) subordinate in right of payment to any obligation of the obligor in any bankruptcy,
reorganization, arrangement, insolvency, moratorium or liquidation proceedings (other than pursuant to a Permitted Working Capital
Lien and customary waterfall provisions contained in the applicable loan agreement), (ii) is secured by a pledge of collateral,
which security interest is (a) validly perfected and first priority under Applicable Law (subject to liens permitted under the
applicable credit agreement that are reasonable for similar loans, and liens accorded priority by law in favor of any Governmental
Authority) or (b)(1) validly perfected and second priority in the accounts, documents, instruments, chattel paper, letter-of-credit
rights, supporting obligations, deposit accounts, investments accounts and any other assets securing any Working Capital Revolver
under applicable law and proceeds of any of the foregoing (a first priority lien on such assets a "Permitted Working Capital
Lien") and (2) validly perfected and first priority (subject to liens for Taxes or regulatory charges and any other liens
permitted under the related underlying instruments that are reasonable and customary for similar loans) in all other collateral
under Applicable Law, and (iii) the Portfolio Manager determines in good faith that the value of the collateral for such loan (including
based on enterprise value) on or about the time of acquisition equals or exceeds the outstanding principal balance of the loan
plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by a first priority Lien over the
same collateral. For the avoidance of doubt, debtor-in-possession loans shall constitute Senior Secured Loans.


 


"Settlement Date" has the
meaning set forth in Section 1.03.


 


"Solvent" means, with respect
to any entity, that as of the date of determination, (a) the sum of such entity's debt (including contingent liabilities) does
not exceed the present fair value of such entity's present assets; (b) such entity's capital is not unreasonably small in relation
to its business as contemplated on the date of this Agreement; and (c) such entity has not incurred debts beyond its ability to
pay such debts as they become due (whether at maturity or otherwise). For purposes of this definition, the amount of any contingent
liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or matured liability.


 




    	 	- 16 -	 



     


    

 


"Subsidiary" of a Person
means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such
Person.


 


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


 


"Trade Date" has the meaning
set forth in Section 1.03.


 


"UCC" has the meaning set
forth in Section 8.01(b).


 


"Unfunded Exposure Account"
has the meaning set forth in Section 8.01(a).


 


"Unfunded Exposure Amount"
means, on any date of determination, with respect to any Delayed Funding Term Loan, an amount equal to the aggregate amount of
the unfunded commitments of the Company under such Delayed Funding Term Loan.


 


"Unfunded Exposure Shortfall"
means, on any date of determination following the last day of the Reinvestment Period, an amount equal to the greater of (x) 0
and (y) the Unfunded Exposure Amount minus the amounts on deposit in the Unfunded Exposure Account.


 


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


 


"U.S. Tax Compliance Certificate"
has the meaning set forth in Section 3.03(f).


 


"Withholding Agent" means
the Company (or, to the extent the Company is a disregarded entity, its regarded owner) and the Administrative Agent.


 


"Working Capital Revolver"
means a revolving lending facility secured by all or a portion of the current assets of the related obligor, which current assets
subject to such security interest do not constitute a material portion of the obligor's total assets.


 


ARTICLE I

THE PORTFOLIO INVESTMENTS


 


SECTION 1.01. Purchases of Portfolio
Investments. On the Effective Date, the Company may acquire the Initial Portfolio Investments from the Parent pursuant to the
Sale Agreement or the Master Participation Agreement, as applicable, subject to the conditions specified in this Agreement. From
time to time during the Reinvestment Period, the Company may Purchase additional Portfolio Investments, or request that Portfolio
Investments be Purchased for the Company's account, all on and subject to the terms and conditions set forth herein.


 




    	 	- 17 -	 



     


    

 


SECTION 1.02. Procedures
for Purchases and Related Advances.


 


(a)          Timing
of Notices of Acquisition. No later than three (3) Agent Business Days (or such shorter period as the Administrative Agent
may agree in its sole discretion) before the date on which the Company proposes that a binding commitment to acquire any Portfolio
Investment (other than an Initial Portfolio Investment) be made by it or for its account (a "Purchase Commitment"),
the Portfolio Manager, on behalf of the Company, shall deliver to the Administrative Agent a notice of acquisition (a "Notice
of Acquisition").


 


(b)          Contents
of Notices of Acquisition. Each Notice of Acquisition shall consist of one or more electronic submissions to the Administrative
Agent (in such format and transmitted in such a manner as the Administrative Agent, the Portfolio Manager and the Company may reasonably
agree (which shall initially be the format and include the information regarding such Portfolio Investment identified on Schedule 2)),
and shall be accompanied by such other information as the Administrative Agent may reasonably request.


 


(c)          Eligibility
of Portfolio Investments. The Administrative Agent shall have the right, on behalf of all Lenders, to reasonably request additional
information regarding any proposed Portfolio Investment. The Administrative Agent shall notify the Portfolio Manager and the Company
(including via e-mail or other customary electronic messaging system) of its approval or failure to approve each Portfolio Investment
proposed to be acquired pursuant to a Notice of Acquisition (and, if approved, an initial determination of the Market Value for
such Portfolio Investment) no later than the fifth (5th) Agent Business Day succeeding the date on which it receives
such Notice of Acquisition and any information reasonably requested in connection therewith); provided that any Initial
Portfolio Investment shall be deemed to be approved by the Administrative Agent. Any Portfolio Investment so approved shall be
deemed to remain approved for a period of ten (10) Business Days. Notwithstanding anything to the contrary in this Section 1.02
or Section 1.03, the Company may acquire any Portfolio Investment, from time to time, pursuant to the Sale Agreement or, subject
to the conditions set forth in Section 1.03 otherwise, without the prior approval of the Administrative Agent; provided,
that any Portfolio Investment not so approved prior to its date of acquisition shall be deemed to be an Ineligible Investment until
such later date (if any) on which such Portfolio Investment is so approved.


 


SECTION 1.03. Conditions to Purchases.
No Purchase Commitment or Purchase shall be entered into unless each of the following conditions is satisfied (or waived as provided
below) as of the date on which such Purchase Commitment is entered into (such Portfolio Investment's "Trade Date")
(and such Portfolio Investment shall not be Purchased, and any related Advance shall not be required to be made available to the
Company by the Lenders, unless each of the following conditions is satisfied or waived as of such Trade Date):


 


(1)         the
information contained in the Notice of Acquisition accurately describes, in all material respects, such Portfolio Investment and,
unless waived by the Administrative Agent, such Portfolio Investment satisfies the eligibility criteria set forth in Schedule 3
(the "Eligibility Criteria");


 


(2)         with
respect to a Purchase, the proposed Settlement Date for such Portfolio Investment is not later than (i) in the case of a Loan,
the date that is fifteen (15) Business Days after such Trade Date or (ii) in the case of any other Portfolio Investment, the date
that is four (4) Business Days after such Trade Date;


 




    	 	- 18 -	 



     


    

 


(3)         no
Market Value Event has occurred and no Event of Default or event that, with notice or lapse of time or both, would constitute an
Event of Default (a "Default"), in each case, has occurred and is continuing, and the Reinvestment Period has
not otherwise ended;


 


(4)         with
respect to any Purchase of a Portfolio Investment in connection with which an Affiliate of the Company acts as administrative agent
or in a similar capacity, the Administrative Agent shall have received evidence that an assignment and assumption agreement and/or
similar document required for the assignment and transfer of such Portfolio Investment has been signed by such Affiliate of the
Company in blank; and


 


(5)         after
giving pro forma effect to the Purchase of such Portfolio Investment and the related Advance (if any) or any other Advance requested
or outstanding hereunder and any repayment of Advances, each as contemplated on or prior to the Settlement Date for such Purchase:


 


(w)          the
Borrowing Base Test is satisfied;


 


(x)          the
Concentration Limitations (as defined on Schedule 4) shall be satisfied;


 


(y)          the
aggregate principal balance of Advances then outstanding will not exceed the limit for Advances set forth in the Transaction Schedule;
and


 


(z)          in
the case of a Purchase, the amount of such Advance (if any) shall be not less than U.S.$2,000,000; provided that the initial
Advance shall be not less than U.S.$57,000,000.


 


The Administrative Agent, on behalf of the
Lenders, may waive any conditions to a Purchase Commitment or Purchase, as the case may be, specified above in this Section 1.03
by written notice thereof to the Company, the Collateral Administrator, the Portfolio Manager and the Collateral Agent.


 


If the above conditions to a Purchase are
satisfied or waived, the Portfolio Manager shall determine, in consultation with the Administrative Agent and with notice to the
Lenders and the Collateral Administrator, the date on which such Purchase shall settle (the "Settlement Date"
for such Portfolio Investment) and any related Advance shall be provided, subject to Section 2.03. The Lenders shall not be relieved
of their obligation to provide Advances in respect of any Portfolio Investment for which the conditions to purchase set forth in
this Section 1.03 have been satisfied (or waived) as of the Trade Date therefor solely due to any failure of such Portfolio Investment
to settle on the Settlement Date proposed therefor.


 


SECTION 1.04. Sales of Portfolio Investments.
The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent
of the Administrative Agent (acting at the direction of the Required Lenders), except that, subject to Section 6.02(w), the Company
may sell any Portfolio Investment (including any Ineligible Investment) or other asset without prior notice to or consent from
the Administrative Agent so long as, (x) after giving effect thereto, no Market Value Event has occurred and no Default or Event
of Default has occurred and is continuing and (y) the sale of such asset by the Company shall be on an arm's-length basis at fair
market value and in accordance with the Portfolio Manager's standard market practices. In addition, within ten (10) Business Days
of any Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, the Company shall either (a) subject
to clauses (x) and (y) in the immediately preceding sentence, sell such Delayed Funding Term Loan and shall pay to the purchaser
any amount payable in connection with such sale or (b) transfer such Delayed Funding Term Loan to the Seller and shall pay to the
Seller any amount payable in connection with such transfer (i.e. the negative Market Value of such Delayed Funding Term Loan) and
obtain from the Seller any positive Market Value of such Delayed Funding Term Loan.


 




    	 	- 19 -	 



     


    

 


 


Notwithstanding anything in this Agreement
to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the continuance of an Event of Default,
neither the Company nor the Portfolio Manager on its behalf shall have any right to cause the sale, transfer or other disposition
of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Accounts)
without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion
of the Administrative Agent), (ii) following the occurrence of a Market Value Event, the Company shall use commercially reasonable
efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments)
at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be
sold and purchaser) required by the Administrative Agent (provided that the Administrative Agent shall only require sales
at the direction of the Required Lenders and at then-current fair market values and in accordance with the Administrative Agent's
standard market practices) and the proceeds from such sales shall be used to prepay the Advances outstanding hereunder and (iii)
following the occurrence of a Market Value Event, the Portfolio Manager shall have no right to act on behalf of, or otherwise direct,
the Company, the Administrative Agent, the Collateral Agent or any other Person in connection with a sale of Portfolio Investments
pursuant to any provision of this Agreement or the Portfolio Management Agreement except with the prior written consent of the
Administrative Agent (which may be by email). Any prepayments made pursuant to this paragraph shall automatically reduce the Financing
Commitments as provided in Section 4.07(d).


 


In connection with any sale of Portfolio Investments
required by the Administrative Agent following the occurrence of a Market Value Event pursuant to clause (ii) of the immediately
preceding paragraph, the Administrative Agent or a designee of the Administrative Agent shall:


 


(i)          notify
the Company at the Designated Email Notification Address of its intention to distribute bid solicitations regarding the sale of
such Portfolio Investments and promptly upon distribution of bid solicitations regarding the sale of such Portfolio Investments;
and


 


(ii)         direct
the Company to sell such Portfolio Investments to the Designated Independent Broker-Dealer if the Designated Independent Broker-Dealer
provides the highest bid in the case where bids are received in respect of the sale of such Portfolio Investments, it being understood
that if the Designated Independent Broker-Dealer provides a bid to the Administrative Agent that is the highest bona fide bid to
purchase a Portfolio Investment on a line-item basis where such Portfolio Investment is part of a pool of Portfolio Investments
for which there is a bona fide bid on a pool basis proposed to be accepted by the Administrative Agent (in its sole discretion),
then the Administrative Agent shall accept any such line-item bid only if such line-item bid (together with any other line-item
bids by the Designated Independent Broker-Dealer or any other bidder for other Portfolio Investments in such pool) is greater than
the bid on a pool basis.


 


For purposes of this paragraph, the Administrative
Agent shall be entitled to disregard as invalid any bid submitted by the Designated Independent Broker-Dealer if, in the Administrative
Agent's judgment (acting reasonably):


 


(A)         either:


 




    	 	- 20 -	 



     


    

 


(x)          the
Designated Independent Broker-Dealer is ineligible to accept assignment or transfer of the relevant Portfolio Investments or any
portion thereof, as applicable, substantially in accordance with the then-current market practice in the principal market for the
relevant Portfolio Investments; or


 


(y)          the
Designated Independent Broker-Dealer would not, through the exercise of its commercially reasonable efforts, be able to obtain
any consent required under any agreement or instrument governing or otherwise relating to the relevant Portfolio Investments to
the assignment or transfer of the relevant Portfolio Investments or any portion thereof, as applicable, to it; or


 


(B)         such
bid is not bona fide, including, without limitation, due to (x) the insolvency of the Designated Independent Broker-Dealer or (y)
the inability, failure or refusal of the Designated Independent Broker-Dealer to settle the purchase of the relevant Portfolio
Investments or any portion thereof, as applicable, or otherwise settle transactions in the relevant market or perform its obligations
generally.


 


For the avoidance of doubt, the bid(s) provided
by the Designated Independent Broker-Dealer may be provided on behalf of the Company, the Portfolio Manager, any Affiliate of the
Portfolio Manager or any account or fund managed by the Portfolio or an Affiliate of the Portfolio Manager if so agreed between
the Designated Independent Broker-Dealer and any such Person.


 


In connection with any sale of a Portfolio
Investment directed by the Administrative Agent pursuant to this Section 1.04 and the application of the net proceeds thereof,
the Company hereby appoints the Administrative Agent as the Company's attorney-in-fact (it being understood that the Administrative
Agent shall not be deemed to have assumed any of the obligations of the Company by this appointment), with full authority in the
place and stead of the Company and in the name of the Company to effectuate the provisions of this Section 1.04 (including, without
limitation, the power to execute any instrument which the Administrative Agent or the Required Lenders may deem necessary or advisable
to accomplish the purposes of this Section 1.04 or any direction or notice to the Collateral Agent in respect to the application
of net proceeds of any such sales). None of the Administrative Agent, the Lenders, the Collateral Administrator, the Securities
Intermediary, the Collateral Agent nor any Affiliate of any thereof shall incur any liability to the Company, the Portfolio Manager
or any other Person in connection with any sale effected at the direction of the Administrative Agent in accordance with this Section
1.04, including, without limitation, as a result of the price obtained for any Portfolio Investment, the timing of any sale or
sales of Portfolio Investments or the notice or lack of notice provided to any Person in connection with any such sale, so long
as, in the case of the Administrative Agent only, any such sale does not violate applicable law.


 


SECTION 1.05. Certain
Assumptions relating to Portfolio Investments.


 


For purposes of all calculations hereunder,
any Portfolio Investment for which the trade date in respect of a sale thereof by the Company has occurred, but the settlement
date for such sale has not occurred, shall be considered to be owned by the Company until such settlement date.


 


SECTION 1.06. Deposits
and Contributions by Parent.


 


Notwithstanding any other provision of this Agreement, the Parent
may, from time to time in its sole discretion (x) make contributions of cash to the capital of the Company for deposit in any Account
or (y) make contributions of Portfolio Investments to the Company subject, in each case, to any limitations set forth in the Sale
Agreement or under the "facts and assumptions" section of the opinion of counsel relating to certain bankruptcy matters
provided by the Company to the Administrative Agent on the Effective Date. All such amounts contributed will be included as cash
or Portfolio Investments of the Company as provided hereunder.


 




    	 	- 21 -	 



     


    

 


ARTICLE II

THE FINANCINGS


 


SECTION 2.01. Financing Commitments.
Subject to the terms and conditions set forth herein, only during the Reinvestment Period, each Lender hereby severally agrees
to make available to the Company Advances, in U.S. dollars, in an aggregate amount not exceeding such Lender's Financing Commitment
in accordance with the Transaction Schedule. The Financing Commitments shall terminate on the earliest of (a) the close of business
on the last day of the Reinvestment Period, (b) the Maturity Date and (c) the occurrence of a Market Value Event (or, if earlier,
the date of termination of the Financing Commitments pursuant to Article VII).


 


SECTION 2.02. First Advance; Additional
Advances 


 


(a)          Subject
to the satisfaction or waiver of the conditions set forth in Sections 2.03 and 2.04, each Lender as of the Effective Date agrees,
severally and not jointly, to make or cause to be made on the Effective Date, an advance in an aggregate principal amount equal
to $57,000,000 subject to the conditions set forth in this Agreement (the "First Advance"). Each Lender shall
make its portion of the First Advance available to the Company no later than 3:00 p.m. (New York City time) on the Effective Date
in accordance with the terms set forth in Section 3.01.


 


(b)          On
any Business Day during the term of the Reinvestment Period, subject to the conditions set forth in this Agreement, the Company
may request, and the Lenders shall provide, additional Advances.


 


SECTION 2.03. Advances;
Use of Proceeds.


 


(a)          Subject
to the satisfaction or waiver of the conditions to the Purchase of a Portfolio Investment set forth in Section 1.03 as of the related
Trade Date and, with respect to Sections 1.03(3) and (5), on the Settlement Date, the Lenders will make Advances available to the
Company on the related Settlement Date (or otherwise on the related specified borrowing date if no Portfolio Investment is being
acquired on such date) as provided herein. In the event that, on the Effective Date, the Company has acquired any Portfolio Investments
under the Sale Agreement that will not settle on the Effective Date, each Lender shall deposit its pro rata share of the portion
of the First Advance that will be used to pay the cash purchase price of each such Portfolio Investment in the Collection Account
as described above and, upon such deposit, such amounts so deposited will constitute Advances hereunder; provided that such
amounts may not be transferred from the Collection Account except to pay such cash purchase price on each related Settlement Date
upon satisfaction of the conditions set forth in this Section 2.03(a) (and will be repaid to the Lenders if any such settlement
does not occur as and to the extent set forth in this Agreement).


 


(b)          Except
as expressly provided herein, the failure of any Lender to make any Advance required hereunder shall not relieve any other Lender
of its obligations hereunder. If any Lender shall fail to provide any Advance to the Company required hereunder, then the Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender's obligations hereunder until all such unsatisfied obligations are
fully paid.


 




    	 	- 22 -	 



     


    

 


(c)          Subject
to Section 2.03(e), the Company shall use the proceeds of the Advances received by it hereunder to purchase the Portfolio Investments
identified in the related Notice of Acquisition or to make advances to the obligor of Delayed Funding Term Loans in accordance
with the underlying instruments relating thereto, provided that, if the proceeds of an Advance are deposited in the Collection
Account as provided in Section 2.03(e) or Section 3.01 prior to or on the Settlement Date for any Portfolio Investment but the
Company is unable to Purchase such Portfolio Investment on the related Settlement Date, or if there are proceeds of such Advance
remaining after such Purchase or after deposit pursuant to Section 2.03(e), then, upon written notice from the Portfolio Manager
the Collateral Agent shall apply such proceeds (x) to purchase Portfolio Investments (including to fund unfunded Delayed Funding
Term Loans) prior to the next date on which funds must be applied pursuant to Section 4.05 or (y) as provided in Section 4.05.
The proceeds of the Advances shall not be used for any other purpose.


 


(d)          With
respect to any Advance, the Portfolio Manager shall, on behalf of the Company, submit a request substantially in the form of Exhibit
A to the Lenders and the Administrative Agent, with a copy to the Collateral Agent and the Collateral Administrator, not later
than 2:00 p.m. New York City time, one (1) Business Day prior to the Business Day specified as the date on which such Advance shall
be made and, upon receipt of such request, the Lenders shall make such Advances in accordance with the terms set forth in Section
3.01. Any requested Advance shall be in an amount such that, after giving effect thereto and the related purchase (if any) of the
applicable Portfolio Investment(s), the Borrowing Base Test is satisfied.


 


(e)          If
the aggregate principal amount of the outstanding Advances is less than the Minimum Funding Amount on any period start date specified
in the definition of the term Minimum Funding Amount, then the Portfolio Manager (on behalf of the Company) shall be deemed to
have requested an Advance on each such period start date such that, after the funding thereof, the aggregate principal amount of
the outstanding Advances is equal to the Minimum Funding Amount for such period start date. Unless an Event of Default shall have
occurred and is continuing or a Market Value Event shall have occurred as of such period start date, the Lenders shall make a corresponding
Advance in accordance with Article III on each such period start date (or, if either such date is not a Business Day, the next
succeeding Business Day) (with written notice to the Collateral Agent and Collateral Administrator by the Administrative Agent),
such that after the funding thereof, the aggregate principal amount of the outstanding Advances is equal to the Minimum Funding
Amount for such period start date. Advances funded pursuant to this Section 2.03(e) shall be deposited into the Collection Account
and shall be available to be applied, as directed by the Portfolio Manager on behalf of the Company, as provided herein.


 


(f)          If
on any Business Day up to and including the second Business Day prior to the end of the Reinvestment Period, the Company has any
outstanding unfunded obligations to make future advances under any Delayed Funding Term Loan, then the Portfolio Manager, on behalf
of the Company, may request (and, to the extent the Company has any outstanding unfunded obligations to make future advances under
any Delayed Funding Term Loan on the second Business Day prior to the end of the Reinvestment Period, the Company shall be deemed
to have requested an Advance on such date), and the Lenders shall, subject to the satisfaction of Sections 1.03(3) and (5) on the
date of such request and the date of such Advance, make a corresponding Advance on the second Business Day following such request
(with written notice to the Collateral Agent and the Collateral Administrator by the Administrative Agent) in accordance with Article
III in amount equal to the least of (i) the aggregate amount of all such unfunded obligations, (ii) the Financing Commitments in
excess of the aggregate principal amount of the outstanding Advances and (iii) an amount such that the Borrowing Base Test is satisfied
after giving effect to such Advance; provided that with respect to any deemed request for an Advance on the second Business
Day prior to the end of the Reinvestment Period, if the Company provides evidence to the Administrative Agent that it has cash
from other sources that is available in accordance with the terms of this Agreement to make any such future advances in respect
of any Delayed Funding Term Loan, then the amount of any such Advance shall be reduced by the amount of such funds. After giving
effect to any Advance under this Section 2.03(f), the Company shall cause the proceeds of such Advance and cash from other sources
that is available in accordance with the terms of this Agreement in an amount equal to the aggregate amount of all unfunded obligations
remaining in respect of any Delayed Funding Term Loans to be deposited in the Unfunded Exposure Account.


 




    	 	- 23 -	 



     


    

 


(g)          Without
limitation to clause (f) above, the Company shall not acquire any unfunded commitment under any Delayed Funding Term Loan unless,
on a pro forma basis after giving effect to such purchase, the Borrowing Base Test and item 5 of the Concentration Limitations
will each be satisfied.


 


SECTION 2.04. Other Conditions to
Advances. Notwithstanding anything to the contrary herein, the obligations of the Lenders to make Advances shall not become
effective until the date (the "Effective Date") on which each of the following conditions is satisfied (or waived
by the Administrative Agent in its sole discretion):


 


(a)          Executed
Counterparts. The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart
of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent
(which may include electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart
of this Agreement.


 


(b)          Loan
Documents. The Administrative Agent (or its counsel) shall have received reasonably satisfactory evidence that the Loan Documents
have been executed and are in full force and effect, and that the initial sales and contributions contemplated by the Sale Agreement
and the Master Participation Agreement shall have been consummated in accordance with the terms thereof.


 


(c)          Opinions.
The Administrative Agent (or its counsel) shall have received one or more reasonably satisfactory written opinions of counsel for
the Company and the Parent, covering such matters relating to the transactions contemplated hereby and by the other Loan Documents
as the Administrative Agent shall reasonably request (including, without limitation, certain bankruptcy matters) in writing.


 


(d)          Corporate
Documents. The Administrative Agent (or its counsel) shall have received such certificates of resolutions or other action,
incumbency certificates and/or other certificates of officers of the Company, the Parent and the Portfolio Manager as the Administrative
Agent may reasonably require evidencing the identity, authority and capacity of each officer thereof or other Person authorized
to act in connection with this Agreement and the other Loan Documents, and such other documents and certificates as the Administrative
Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Company, the Parent
and the Portfolio Manager and any other legal matters relating to the Company, the Parent, the Portfolio Manager, this Agreement
or the transactions contemplated hereby, all in form and substance satisfactory to the Administrative Agent and its counsel.


 




    	 	- 24 -	 



     


    

 


(e)          Payment
of Fees, Etc. The Administrative Agent, the Lenders, the Collateral Agent, the Collateral Administrator and the Securities
Intermediary shall have received all fees and other amounts due and payable by the Company in connection herewith on or prior to
the Effective Date, including the fee payable pursuant to Section 4.03(e) and, to the extent invoiced at least two (2) Business
Days prior to the Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including legal
fees and expenses; provided that the amount of such legal fees and expenses, the payment of which is required by this Section
2.04(e), shall not exceed $250,000 and any such fees and expenses in excess of $250,000 shall not be payable by the Company, the
Portfolio Manager or any of their respective affiliates) required to be reimbursed or paid by the Company hereunder.


 


(f)          Patriot
Act, Etc. To the extent requested by the Administrative Agent or any Lender, the Administrative Agent or such Lender, as the
case may be, shall have received all documentation and other information required by regulatory authorities under the USA PATRIOT
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "PATRIOT Act") and other
applicable "know your customer" and anti-money laundering rules and regulations.


 


(g)          Filings.
Copies of proper financing statements, as may be necessary or, in the opinion of the Administrative Agent, desirable under the
UCC of all appropriate jurisdictions or any comparable law to perfect the security interest of the Collateral Agent on behalf of
the Secured Parties in all Collateral in which an interest may be pledged hereunder.


 


(h)          Certain
Acknowledgements. The Administrative Agent shall have received (i) UCC searches indicating that there are no effective lien
notices or comparable documents that name the Company as debtor and that are filed in the jurisdiction in which the Company is
organized, (ii) a UCC lien search indicating that there are no effective lien notices or comparable documents that name the Parent
as debtor which cover any of the Portfolio Investments and (iii) such other searches that the Administrative Agent deems necessary
or appropriate.


 


(i)          Other
Documents. Such other documents as the Administrative Agent may reasonably require.


 


ARTICLE III

ADDITIONAL TERMS APPLICABLE TO THE FINANCINGS


 


SECTION 3.01. The Advances.


 


(a)          Making
the Advances. If the Lenders are required to make an Advance to the Company as provided in Section 2.03, then each Lender shall
make such Advance on the proposed date thereof by wire transfer of immediately available funds to the Collateral Agent for deposit
to the Collection Account. Each Lender at its option may make any Advance by causing any domestic or foreign branch or Affiliate
of such Lender to make such Advance, provided that any exercise of such option shall not affect the obligation of the Company
to repay such Advance in accordance with the terms of this Agreement. Subject to the terms and conditions set forth herein, the
Company may, during the Reinvestment Period, borrow and prepay Advances. Once drawn, Advances may not be reborrowed except to the
extent set forth in Paragraph 1 of the Transaction Schedule.


 


(b)          Interest
on the Advances. The outstanding principal amount of each Advance shall bear interest (from and including the date on which
such Advance is made to but excluding the Maturity Date or, if earlier, the date on which such Advance is repaid) at a per annum
rate equal to the LIBO Rate for each Calculation Period in effect plus the Applicable Margin for Advances set forth on the
Transaction Schedule; provided that, following the occurrence and during the continuance of an Event of Default, all outstanding
Advances and any unpaid interest thereon shall bear interest (from and including the date of such Event of Default to but excluding
the Maturity Date or, if earlier, the date on which such Advance is repaid) at a per annum rate equal to the LIBO Rate for each
Calculation Period in effect plus the Adjusted Applicable Margin.


 




    	 	- 25 -	 



     


    

 


(c)          Evidence
of the Advances. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness
of the Company to such Lender resulting from each Advance made by such Lender, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder. The Administrative Agent shall maintain accounts in which it shall
record (1) the amount of each Advance made hereunder, (2) the amount of any principal or interest due and payable or
to become due and payable from the Company to each Lender hereunder and (3) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof. The entries made in the accounts maintained pursuant
to this paragraph (c) shall be prima facie evidence of the existence and amounts of the obligations recorded therein,
provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Company to repay the Advances in accordance with the terms of this Agreement; provided
further that in the event of a conflict between the accounts of a Lender and the accounts of the Administrative Agent, the
accounts of the Administrative Agent shall control in the absence of manifest error.


 


Any Lender may request that Advances made
by it be evidenced by a promissory note. In such event, the Company shall prepare, execute and deliver to such Lender a promissory
note payable to the order of such Lender (or, if a registered note is requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed).
Thereafter, the Advances evidenced by such promissory note and interest thereon shall at all times be represented by one or more
promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note,
to such payee and its registered assigns).


 


(d)          Pro
Rata Treatment. Except as otherwise provided herein, all borrowings of, and payments in respect of, the Advances shall be made
on a pro rata basis by or to the Lenders in accordance with their respective portions of the Financing Commitments in respect
of Advances made or held by them.


 


(e)          Illegality.
Notwithstanding any other provision of this Agreement, if any Lender or the Administrative Agent shall notify the Company that
the adoption of any law, rule or regulation, or any change therein or any change in the interpretation or administration thereof
by any Governmental Authority charged with the interpretation or administration thereof, makes it unlawful, or any Governmental
Authority asserts that it is unlawful, for a Lender or the Administrative Agent to perform its obligations hereunder to fund or
maintain Advances hereunder, then (1) the obligation of such Lender or the Administrative Agent hereunder shall immediately be
suspended until such time as such Lender or the Administrative Agent determines (in its sole discretion) that such performance
is again lawful, (2) at the request of the Company, such Lender or the Administrative Agent, as applicable, shall use reasonable
efforts (which will not require such party to incur a loss, other than immaterial, incidental expenses), until such time as the
Advances are required to be prepaid as required under clause (3) below, to transfer all of its rights and obligations under this
Agreement to another of its offices, branches or Affiliates with respect to which such performance would not be unlawful, and (3)
if such Lender or the Administrative Agent is unable to effect a transfer under clause (2), then any outstanding Advances of such
Lender shall be promptly paid in full by the Company (together with all accrued interest and other amounts owing hereunder) but
not later than the earlier of (x) if the Company requests such Lender or the Administrative Agent to take the actions set forth
in clause (2) above, 20 calendar days after the date on which such Lender the Administrative Agent notifies the Company in writing
that it is unable to transfer its rights and obligations under this Agreement as specified in such clause (2) and (y) such date
as shall be mandated by law; provided that, to the extent that and only for so long as any such adoption or change makes
it unlawful for the Advances to bear interest by reference to the LIBO Rate, then the foregoing clauses (1) through (3) shall not
apply and the Advances shall bear interest (from and after the last day of the Calculation Period ending immediately after such
adoption or change) at a per annum rate equal to the Base Rate plus the Applicable Margin for Advances set forth on the
Transaction Schedule.


 




    	 	- 26 -	 



     


    

 


(f)          Increased
Costs.


 


(i)          If
any Change in Law shall:


 


(A) impose, modify or deem applicable
any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or
other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender;


 


(B) impose on any Lender or the
London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances made by such
Lender; or


 


(C) subject any Lender or the Administrative
Agent to any Taxes (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded
Taxes and (z) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its
deposits, reserves, other liabilities or capital attributable thereto;


 


and the result of any of the foregoing
shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Advance
or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal,
interest or otherwise), then, upon request by such Lender or the Administrative Agent, the Company will pay to such Lender or the
Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative
Agent, as the case may be, for such additional costs incurred or reduction suffered.


 


(ii) If any Lender determines
that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return
on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement or the
Advances made by such Lender to a level below that which such Lender or such Lender's holding company could have achieved but for
such Change in Law (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect
to capital adequacy and liquidity) by an amount deemed by such Lender to be material (which demand shall be accompanied by a statement
setting forth the basis for such demand), then from time to time the Company will pay to such Lender such additional amount or
amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.


 


(iii) A certificate of a Lender
setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified
in paragraph (i) or (ii) of this Section 3.01(f) shall be delivered to the Company and shall be conclusive absent
manifest error. The Company shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt
thereof.


 




    	 	- 27 -	 



     


    

 


(iv)        Failure
or delay on the part of any Lender to demand compensation pursuant to this Section 3.01(f) shall not constitute a waiver of
such Lender's right to demand such compensation; provided that the Company shall not be required to compensate a Lender
pursuant to this Section 3.01(f) for any increased costs or reductions incurred more than 180 days prior to the date that
such Lender notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention
to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect
thereof.


 


(v)         Each
Lender agrees that it will take such commercially reasonable actions as the Company may reasonably request that will avoid the
need to pay, or reduce the amount of, any increased amounts referred to in this Section 3.01(f); provided that no Lender
shall be obligated to take any actions that would, in the reasonable opinion of such Lender, be disadvantageous to such Lender
(including, without limitation, due to a loss of money). In no event will the Company be responsible for increased amounts referred
to in this Section 3.01(f) which relates to any other entities to which any Lender provides financing.


 


(vi)        If
any Lender (A) provides notice of unlawfulness or requests compensation under clause (e) above or this clause (f) or (B) defaults
in its obligation to make Advances hereunder, then the Company may, at its sole expense and effort, upon written notice to such
Lender and the Administrative Agent, (i) prepay the Advances on a pro rata basis in accordance with Section 4.03(c)(i) or (ii)
require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in,
and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related transaction
documents to an assignee identified by the Company that shall assume such obligations (whereupon such Lender shall be obligated
to so assign), provided that (x) such Lender shall have received payment of an amount equal to the outstanding principal
of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder through the date of such
assignment and (y) a Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to
apply. No prepayment fee that may otherwise be due hereunder shall be payable to a defaulting Lender in connection with any such
prepayment or assignment.


 


(g)          No
Set-off or counterclaim. Subject to Section 3.03, all payments to be made hereunder by the Company in respect of the Advances
shall be made without set-off or counterclaim and in such amounts as may be necessary in order that every such payment (after deduction
or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatever nature imposed
by the jurisdiction in which the Company is organized or any political subdivision or taxing authority therein or thereof) shall
not be less than the amounts otherwise specified to be paid under this Agreement.


 


SECTION 3.02. Sub-Adviser


 


If the Company or the Portfolio Manager
request in writing that the Administrative Agent consent to an assignment of the obligations of the Sub-Adviser under the investment
sub-advisory agreement between the Parent and the Sub-Adviser to a Person other than a Permitted Sub-Adviser Successor, the Administrative
Agent shall use commercially reasonable efforts to respond to such request within ten (10) Business Days following its receipt
of such request. The Administrative Agent shall have no liability for any failure to respond to any such request.


 




    	 	- 28 -	 



     


    

 


SECTION 3.03. Taxes.


 


(a)          Payments
Free of Taxes. All payments to be made hereunder by the Company in respect of the Advances shall be made without deduction
or withholding for any Taxes, except as required by applicable law (including FATCA). If any applicable law (as determined in the
good faith discretion of the Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding
Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full
amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified
Tax, then the sum payable by the applicable Withholding Agent shall be increased as necessary so that after such deduction or withholding
has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable
Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 


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


 


(c)          Indemnification
by the Company. The Company shall indemnify each Lender, within 10 days after demand therefor, for the full amount of any Indemnified
Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid
by such Lender or required to be withheld or deducted from a payment to such Lender and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error.


 


(d)          Indemnification
by the Lenders. Each Lender shall indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified
Taxes attributable to such Lender (but only to the extent that the Company has not already indemnified the Administrative Agent
for such Indemnified Taxes and without limiting the obligation of the Company to do so), (ii) any Taxes attributable to such Lender's
failure to comply with the provisions of 10.06 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes
attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document,
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any
Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by
the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph
(d).


 


(e)          Evidence
of Payments. As soon as practicable after any payment of Taxes by the Company to a Governmental Authority pursuant to this
Section 3.03, the Company shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.


 




    	 	- 29 -	 



     


    

 


(f)          Status
of Secured Parties. (i) Any Secured Party that is entitled to an exemption from or reduction of withholding Tax with respect
to payments made under any Loan Document shall deliver to the Company and the Administrative Agent, at the time or times reasonably
requested by the Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by
the Company or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.
In addition, any Lender, if reasonably requested by the Company or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the
Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation
(other than such documentation set forth in Section 3.03(f) (ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the
Lender's reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost
or expense or would materially prejudice the legal or commercial position of such Lender.


 


(ii) Without limiting the generality of the
foregoing,


 


(A) any Lender that is a U.S. Person shall
deliver to the Company and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), an executed IRS Form
W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(B) any Foreign Lender shall deliver to the
Company and the Administrative Agent (in such number of copies as shall be reasonably requested by the recipient) on or prior to
the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable
request of the Company or the Administrative Agent, but only if the Foreign Lender is legally entitled to do so), whichever of
the following is applicable:


 


(i) in the case of a Foreign Lender
claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under
any Loan Document, an executed IRS Form W-8BEN, IRS Form W-8BEN-E or applicable successor form establishing an exemption from,
or reduction of, U.S. federal withholding Tax pursuant to the "interest" article of such tax treaty and (y) with respect
to any other applicable payments under any Loan Document, an IRS Form W-8BEN or IRS Form W-8BEN-E or any applicable successor form
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "business profits" or "other
income" article of such tax treaty;


 


(ii) an executed IRS Form W-8ECI;


 


(iii) in the case of a Foreign Lender
claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially
in the form of Exhibit C-1 to the effect that such Foreign Lender is not a "bank" within the meaning of Section 881(c)(3)(A)
of the Code, is not a "10 percent shareholder" of the Company within the meaning of Section 881(c)(3)(B) of the Code,
and is not a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance
Certificate") and (y) an executed IRS Form W-8BEN, IRS Form W-8BEN-E or applicable successor form; or


 




    	 	- 30 -	 



     


    

 


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


 


(C) any Foreign Lender shall, to the extent
it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be reasonably
requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from
time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed originals of any other
form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by applicable law to permit the Company or the Administrative
Agent to determine the withholding or deduction required to be made; and


 


(D) if a payment made to a Lender under any
Loan Document would be subject to withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting
requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver
to the Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested
by the Company or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section
1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company or the Administrative Agent
as may be necessary for the Company and the Administrative Agent to comply with their obligations under FATCA and to determine
that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from
such payment. Solely for purposes of this clause (D), "FATCA" shall include any amendments made to FATCA after the date
of this Agreement.


 


Each Lender agrees that if any form or certification
it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or
promptly notify the Company and the Administrative Agent in writing of its legal inability to do so.


 


(E) The Administrative Agent shall deliver
to the Company an electronic copy of a duly completed and executed IRS Form W-9 upon becoming a party under this Agreement. The
Administrative Agent represents to the Company that it is a "U.S. person" and a "financial institution" within
the meaning of Treasury Regulations Section 1.1441-1 and a "U.S. financial institution" within the meaning of Treasury
Regulations Section 1.1471-3T and that it will comply with its obligations to withhold under Section 1441 and FATCA.


 


(g)          Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 3.03 (including by the payment of additional amounts
pursuant to this Section 3.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of
indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount
to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable
net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving
rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available
its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other
Person.


 




    	 	- 31 -	 



     


    

 


(h)          Survival.
Each party's obligations under this Section 3.03 shall survive the resignation or replacement of the Administrative Agent or any
assignment of rights by, or the replacement of, a Lender, the termination of the Advances, and the repayment, satisfaction or discharge
of all obligations under any Loan Document.


 


ARTICLE IV

COLLECTIONS AND PAYMENTS


 


SECTION 4.01. Interest Proceeds.
The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds
to the Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the
Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account or remitted to
the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Interest Proceeds
received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager.


 


Interest Proceeds shall be retained in the
Collection Account and invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf)
delivered to the Collateral Agent in dollar-denominated high-grade investments selected by the Portfolio Manager (unless an Event
of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent)
("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation
Period.


 


Interest Proceeds on deposit in the Collection
Account shall be withdrawn by the Collateral Agent at the written direction of the Company or the Portfolio Manager on its behalf
(subject to Section 8.01(b)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions
or Permitted Tax Distributions in accordance with Section 6.02(t) and the definition of such term.


 


SECTION 4.02. Principal Proceeds.
The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds
to the Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the
Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or remitted
to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal
Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager.


 


All Principal Proceeds shall be retained in
the Collection Account and invested at the written direction of the Administrative Agent in overnight Eligible Investments selected
by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which
case, selected by the Administrative Agent). All investment income on such Eligible Investments shall constitute Interest Proceeds.


 




    	 	- 32 -	 



     


    

 


Principal Proceeds on deposit in the Collection
Account shall be withdrawn by the Collateral Agent at the written direction of the Company or the Portfolio Manager on its behalf
(subject to Section 8.01(b)) and applied (i) to make payments in accordance with this Agreement, (ii) towards the purchase price
of Portfolio Investments purchased in accordance with this Agreement or (iii) to be deposited into the Unfunded Exposure Account
in accordance with this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal
Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event
shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.


 


SECTION 4.03. Principal and Interest
Payments; Prepayments; Commitment Fee. 


 


(a) The Company shall pay the unpaid principal
amount of the Advances (together with accrued interest thereon) to the Administrative Agent for the account of each Lender on the
Maturity Date in accordance with the Priority of Payments and any and all cash in the Accounts shall be applied to the satisfaction
of the Secured Obligations on the Maturity Date and on each Additional Distribution Date in accordance with the Priority of Payments.


 


(b) Accrued interest on the Advances shall
be payable in arrears on each Interest Payment Date, each Additional Distribution Date and on the Maturity Date in accordance with
the Priority of Payments; provided that (i) interest accrued pursuant to the proviso to Section 3.01(b) shall be payable
on demand and (ii) in the event of any repayment or prepayment of any Advances, accrued interest on the principal amount repaid
or prepaid shall be payable on the date of such repayment or prepayment. "Interest Payment Date" means the 5th
Business Day after the last day of each Calculation Period.


 


(c)


 


(i)          Subject
to the requirements of this Section 4.03(c), the Company shall have the right from time to time to prepay outstanding Advances
in whole or in part (A) on any Business Day that JPMorgan Chase Bank, National Association ceases to act as Administrative Agent
or JPMorgan Chase Bank, National Associate or its Affiliate ceases to be the sole Required Lender, (B) in connection with a Market
Value Cure, (C) subject to the payment of the premium described in clause (ii) below, up to but not more than three times during
any Calculation Period, (D) upon the occurrence of a Repayment Event or (E) following (1) notice from a Lender of unlawfulness
or a request from a Lender of compensation, in each case, as provided in Section 3.01(e) or (f) or (2) a default by a Lender in
its obligation to make Advances hereunder; provided that, the Company may not prepay any outstanding Advances pursuant to
Section 4.03(c)(i)(C) during the Non-Call Period in an amount that would cause the aggregate outstanding principal amount of the
Advances to be below the Minimum Funding Amount; provided, further, that the Company may not prepay outstanding Advances
pursuant to Section 4.03(c)(i)(E)(2) if such default is not continuing on the date of prepayment specified by the Company pursuant
to the immediately succeeding sentence. The Company shall notify the Administrative Agent, the Collateral Agent and the Collateral
Administrator by electronic mail of an executed document (attached as a .pdf or similar file) of any prepayment pursuant to Section
4.03(c)(i)(A), Section 4.03(c)(i)(C), Section 4.03(c)(i)(D) of Section 4.03(c)(i)(E) not later than 2:00 p.m., New York City
time, two (2) Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment
date and the principal amount of the Advances to be prepaid. Promptly following receipt of any such notice, the Administrative
Agent shall advise the Lenders of the contents thereof. Except in connection with a Market Value Cure, each partial prepayment
of outstanding Advances shall be in an amount not less than U.S.$2,000,000 (or, if less, the remaining outstanding principal amount
of an Advance). Prepayments shall be accompanied by accrued and unpaid interest.


 




    	 	- 33 -	 



     


    

 


(ii)         Each
prepayment or commitment reduction pursuant to Section 4.03(c)(i)(C) and Section 4.07(a) that is made after the Non-Call Period
and during the Reinvestment Period, whether in full or in part, shall be accompanied by a premium equal to 1% of the principal
amount of such prepayment or commitment reduction; provided that no such premium shall be payable with respect to any prepayment
(or portion thereof) that does not exceed the Excess Funded Amount. No other prepayment or repayment of Secured Obligations or
any commitment reduction hereunder shall be subject to any premium.


 


(d) The Company agrees to pay to the Administrative
Agent, for the account of each Lender (other than a Lender that has defaulted in its obligation to make Advances hereunder), a
commitment fee in accordance with the Priority of Payments which shall accrue at 1.00% per annum (or, during the Ramp-Up Period,
0.50% per annum) on the average daily unused amount of the Financing Commitment of such Lender during the period from and including
the date of this Agreement to but excluding the last day of the Reinvestment Period. Accrued commitment fees shall be payable in
arrears on each Interest Payment Date, and on the date on which the Financing Commitments terminate. All commitment fees shall
be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).


 


(e) The Company agrees to pay the Administrative
Agent on the date of this Agreement, for the ratable account of each Lender, an upfront fee on the date hereof in an aggregate
amount equal to U.S.$1,500,000. Once paid, such fees or any part thereof shall not be refundable under any circumstances.


 


(f) Without limiting Section 4.03(c), the
Company shall have the obligation from time to time to prepay outstanding Advances in whole or in part on any date with proceeds
from sales of Portfolio Investments directed by the Administrative Agent pursuant to Section 1.04. Prepayments shall be accompanied
by accrued and unpaid interest.


 


SECTION 4.04. Market Value
Cure Account


 


(a)          The
Company shall cause all cash received by it in connection with an Market Value Cure to be deposited in the MV Cure Account or remitted
to the Collateral Agent, and the Collateral Agent shall credit to the MV Cure Account such amounts received by it (and identified
in writing as such) immediately upon receipt thereof. Prior to the Maturity Date, all cash amounts in the MV Cure Account shall
be invested in overnight Eligible Investments at the written direction of the Administrative Agent (as directed by the Required
Lenders). All amounts contributed to the Company by Parent in connection with an Market Value Cure shall be paid free and clear
of any right of chargeback or other equitable claim.


 




    	 	- 34 -	 



     


    

 


(b)          Amounts
on deposit in the MV Cure Account may be withdrawn by the Collateral Agent at the written direction of the Company or the Portfolio
Manager on its behalf (subject to Section 8.01(b)) and remitted to the Company with three (3) Business Days'
prior notice to the Administrative Agent (or, following the occurrence and during the continuance of an Event of Default and the
declaration of the Advances then outstanding to be due and payable pursuant to Article VII or following the occurrence of a Market
Value Event, to the Lenders for prepayment of Advances and reduction of Financing Commitment); provided that the Company
may not direct any withdrawal from the MV Cure Account if the Borrowing Base Test is not satisfied (or would not be satisfied after
such withdrawal); provided further that the Administrative Agent confirms in writing (which may be by email) to the Collateral
Agent that the conditions to a withdrawal from the MV Cure Account set forth herein are satisfied; provided, further
that if the Administrative Agent does not notify the Collateral Agent in writing (which may be by email) that it does or does not
confirm that such conditions are satisfied within two (2) Business Days following delivery of written notice (which may be by email)
of a proposed withdrawal from the MV Cure Account requesting such confirmation and addressed to each of the employees of the Administrative
Agent identified on Schedule 2 hereto (as modified by the Administrative Agent from time to time in writing), the Administrative
Agent will be deemed to have confirmed that such conditions are satisfied. Upon the receipt of the Administrative Agent's confirmation
in accordance with the immediately preceding sentence, the Collateral Agent shall cause the amounts specified in the direction
of the Company or the Portfolio Manager on its behalf to be withdrawn and remitted as specified in such direction into the accounts
designated by the Company or the Portfolio Manager on its behalf on the next Agent Business Day after receipt of the Administrative
Agent's confirmation in accordance with the immediately preceding sentence. Neither the Collateral Agent nor the Securities Intermediary
shall have any obligation to determine whether the Borrowing Base Test is satisfied.


 


SECTION
4.05.   Priority of Payments On (w) each Interest Payment Date, (x) the Maturity Date, (y) any date after the occurrence
of a Market Value Event and (z) any date after the Maturity Date following an Event of Default and the declaration of the Secured
Obligations as due and payable (each date set forth in clauses (y) and (z) above, an "Additional Distribution Date"),
the Collateral Agent shall distribute all amounts in the Collection Account in the following order of priority (the "Priority
of Payments"):


 


(a)          Using
Interest Proceeds to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities
Intermediary hereunder (including fees, out-of-pocket expenses and indemnities and fees and expenses of counsel), (ii) any other
accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders, but including Lender
indemnities) due hereunder and under the Sale Agreement and the Master Participation Agreement (other than such amounts payable
to the Portfolio Manager) and (iii) any accrued and unpaid fees and out-of-pocket expenses (including indemnities) payable to the
Portfolio Manager hereunder and under the Portfolio Management Agreement, up to a maximum amount under this clause (a) of U.S.$100,000
on each Interest Payment Date and U.S.$250,000 on each Additional Distribution Date and the Maturity Date (the "Expense
Cap Amount") (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments
of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter).


 


(b)          Using
Interest Proceeds to pay interest due in respect of the Advances and commitment fees payable to the Lenders (pro rata based on
amounts due);


 


(c)          Using
Interest Proceeds or Principal Proceeds to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or
required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional
Distribution Date), principal of the Advances until the Advances are paid in full;


 


(d)          Prior
to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account using Principal
Proceeds up to the Unfunded Exposure Amounts;


 


(e)          To
pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein using Interest Proceeds and, on
the Maturity Date and any Additional Distribution Date, Principal Proceeds;


 




    	 	- 35 -	 



     


    

 


(f)          To
make any Permitted Distributions using Interest Proceeds or Permitted Tax Distributions using Excess Interest Proceeds each as
directed pursuant to this Agreement; and


 


(g)          (i)
On any Interest Payment Date other than the Maturity Date, to deposit any remaining Principal Proceeds into the Collection Account
as Principal Proceeds and any remaining Interest Proceeds into the Collection Account as Interest Proceeds and (ii) on the Maturity
Date and any Additional Distribution Date, any remaining amounts to the Company.


 


SECTION 4.06. Payments Generally.
All payments to the Lenders or the Administrative Agent shall be made to the Administrative Agent at the account designated in
writing to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable). The Administrative
Agent shall give written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the
Collateral Administrator may conclusively rely) and the Portfolio Manager of the calculation of amounts payable to the Lenders
in respect of the Advances and the amounts payable to the Portfolio Manager. At least two (2) Business Days prior to each Interest
Payment Date, the Administrative Agent shall deliver an invoice to the Portfolio Manager, the Collateral Agent and the Collateral
Administrator in respect of the interest due on such Interest Payment Date. All payments not made to the Administrative Agent for
distribution to the Lenders shall be made as directed in writing by the Administrative Agent. Subject to Section 3.03 hereof, all
payments by the Company hereunder shall be made without setoff or counterclaim. All payments hereunder shall be made in U.S. dollars.
All interest hereunder shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).


 


SECTION 4.07. Termination or Reduction
of Financing Commitments.


 


(a) After the Non-Call Period, the Company
shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), and upon three (3) Business
Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to
either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest,
all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations)
or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition,
the Financing Commitments shall be reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) that exceeds
the Excess Funded Amount.


 


(b) If (1) JPMorgan Chase Bank, National Association
ceases to act as Administrative Agent or JPMorgan Chase Bank, National Associate or its Affiliate ceases to be the sole Required
Lender or (2) a Lender (x) has provided notice of unlawfulness or a request for compensation, in each case, as provided in Section
3.01(e) or (f) or (y) has defaulted in its obligation to make Advances hereunder, the Company shall be entitled at its option,
upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral
Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and
unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and
reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding
Advances.


 


(c) The Financing Commitments shall be automatically
reduced on the date of any prepayment made in accordance with the definition of "Market Value Cure" in an amount equal
to the amount of such prepayment.


 




    	 	- 36 -	 



     


    

 


(d) The Financing Commitments shall be irrevocably
reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or an Event of
Default.


 


(e) All unused Financing Commitments as of
the last day of the Reinvestment Period shall automatically be terminated.


 


(f) The Financing Commitments shall be irrevocably
reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.


 


Notwithstanding anything else in this Section
4.07 to the contrary, each reduction of Financing Commitments pursuant to this Section 4.07 shall be deemed to apply, first, to
the portion of the Financing Commitments that may not be reborrowed until all such Financing Commitments have been reduced to zero
and, second, to the portion of the Financing Commitments that may be reborrowed pursuant to Section 3.01(a) until all such Financing
Commitments have been reduced to zero.


 


ARTICLE V

[RESERVED]


 


SECTION 5.01. [Reserved]



 


ARTICLE VI

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


SECTION 6.01. Representations and
Warranties. The Company (and, with respect to clauses (a) through (e), (l), (o), (t) through (w) and (aa), the Portfolio Manager)
represents to the other parties hereto solely with respect to itself that as of the date hereof and each Trade Date (or as of such
other date as maybe expressly set forth below):


 


(a)          it
is duly organized or incorporated, as the case may be, and validly existing under the laws of the jurisdiction of its organization
or incorporation and has all requisite power and authority to execute, deliver and perform this Agreement and each other Loan Document
to which it is or may become a party and to consummate the transactions herein and therein contemplated;


 


(b)          the
execution, delivery and performance of this Agreement and each such other Loan Document, and the consummation of the transactions
contemplated herein and therein have been duly authorized by it and this Agreement and each other Loan Document to which it is
or may become a party constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms (subject
to (A) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights generally and
(B) equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in
a proceeding in equity or at law);


 


(c)          the
execution, delivery and performance of this Agreement and each other Loan Document to which it is or may become a party and the
consummation of such transactions do not conflict with the provisions of its governing instruments and will not violate in any
material way any provisions of Applicable Law or regulation or any applicable order of any court or regulatory body and will not
result in the material breach of, or constitute a default, or require any consent, under any material agreement, instrument or
document to which it is a party or by which it or any of its property may be bound or affected;


 


(d)          it
is not subject to any Adverse Proceeding;


 




    	 	- 37 -	 



     


    

 


(e)          it
has obtained all consents and authorizations (including all required consents and authorizations of any Governmental Authority)
that are necessary or advisable to be obtained by it in connection with the execution, delivery and performance of this Agreement
and each other Loan Document to which it is or may become a party and each such consent and authorization is in full force and
effect except where the failure to do so would not reasonably be expected to have a Material Adverse Effect;


 


(f)          it
is not required to register as an "investment company" as defined in the Investment Company Act of 1940, as amended;


 


(g)          it
has not issued any securities that are or are required to be registered under the Securities Act of 1933, as amended, and it is
not a reporting company under the Securities Exchange Act of 1934, as amended;


 


(h)          the
Company has no Indebtedness other than (i) Indebtedness incurred under the terms of the Loan Documents and (ii) Indebtedness incurred
pursuant to certain ordinary business expenses arising pursuant to the transactions contemplated by this Agreement and the other
Loan Documents;


 


(i)          (x)
it does not have underlying assets which constitute "plan assets" within the Plan Asset Rules; and (y) neither it nor
any ERISA Affiliate has within the last six years sponsored, maintained, contributed to, or been required to contribute to and
does not have any liability with respect to any Plan;


 


(j)          as
of the date of this Agreement it is, and after giving effect to any Advance it will be, Solvent and it is not entering into this
Agreement or any other Loan Document or consummating any transaction contemplated hereby or thereby with any intent to hinder,
delay or defraud any of its creditors;


 


(k)          it
is not in default under any other contract to which it is a party except where such default would not reasonably be expected to
have a Material Adverse Effect;


 


(l)          it
has complied with all Applicable Laws, judgments, agreements with governmental authorities, decrees and orders with respect to
its business and properties and the Portfolio, except where noncompliance would not reasonably be expected to have a Material Adverse
Effect;


 


(m)          it
does not have any Subsidiaries or own any Investments in any Person other than the Portfolio Investments or Investments (i) constituting
Eligible Investments (as measured at their time of acquisition), (ii) acquired by the Company with the approval of the Administrative
Agent, or (iii) those the Company shall have acquired or received as a distribution in connection with a workout, bankruptcy, foreclosure,
restructuring or similar process or proceeding involving a Portfolio Investment or any issuer thereof;


 


(n) (x) it has disclosed to the Administrative
Agent all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters actually known
to it that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and (y) no information
(other than projections, forward-looking information, general economic data, industry information or information relating to third
parties) heretofore furnished by or on behalf of the Company in writing to the Administrative Agent or any Lender in connection
with this Agreement or any transaction contemplated hereby (after taking into account all updates, modifications and supplements
to such information) contains (or, to the extent any such information was furnished by a third party, to the Company's knowledge
contains), when taken as a whole, as of its delivery date, any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 




    	 	- 38 -	 



     


    

 


(o)          all
of the conditions to the acquisition of the Portfolio Investments specified in Section 1.03 have been satisfied or waived;


 


(p)          the
Company has timely filed all Tax returns required by Applicable Law to have been filed by it; all such Tax returns are true and
correct in all material respects; and the Company has paid or withheld (as applicable) all Taxes owing or required to be withheld
by it (if any), except any such Taxes which are being contested in good faith by appropriate proceedings and (i) for which adequate
reserves shall have been set aside in accordance with GAAP on its books and records and (ii) in the case of a Tax which has or
may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion
of the Collateral to satisfy such Taxes;


 


(q)          the
Company is and will be treated as a disregarded entity or partnership for U.S. federal income tax purposes;


 


(r)          the
Company is and will be wholly owned by the Parent, which is a U.S. Person;


 


(s)          prior
to the date hereof, the Company has not engaged in any business operations or activities other than as an ownership entity for
Portfolio Investments and similar loan or debt obligations and activities incidental thereto;


 


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


 


(u)          the
Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company, its agents
and their respective directors, managers, officers and employees (as applicable) with Anti-Corruption Laws and applicable Sanctions,
and the Company and its officers and, to its knowledge, its directors, members and agents are in compliance with Anti-Corruption
Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected
to result in the Company being designated as a Sanctioned Person. None of (i) the Company or its officers or (ii) to the knowledge
of the Company, any director, manager or agent of the Company that will act in any capacity in connection with or benefit from
the credit facility established hereby, is a Sanctioned Person;


 




    	 	- 39 -	 



     


    

 


(v)         the
Loan Documents represent all of the material agreements between the Portfolio Manager and the Parent, on the one hand, and the
Company, on the other. The Company has good and marketable title to all Portfolio Investments and other Collateral free of any
Liens (other than Liens in favor of the Secured Parties pursuant to the Loan Documents, Permitted Liens and inchoate liens arising
by operation of law) and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar
in effect naming or purportedly naming the Company as debtor and covering all or any part of the Collateral is on file in any recording
office, except such as may have been filed in favor of the Collateral Agent as "Secured Party" pursuant hereto, as necessary
or advisable in connection with the Sale Agreement or which has been terminated;


 


(w)          the
Company is not relying on any advice (whether written or oral) of any Lender, the Administrative Agent or any of their Affiliates
in connection with this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby and the Company
has its own advisors in connection therewith;


 


(x)          there
are no judgments for Taxes with respect to the Company and no claim is being asserted with respect to the Taxes of the Company
except to the extent that any such claim is being contested in compliance with clause (p) above;


 


(y)          upon
the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected, first
priority and valid security interest (except, as to priority, for any Permitted Liens) in the Collateral acquired with the proceeds
of such Advance, free and clear of any adverse claim (other than Permitted Liens) or restrictions on transferability, to the extent
(as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC;


 


(z)          the
Parent has elected to be treated a business development corporation for purposes of the Investment Company Act of 1940, as amended;


 


(aa)         the
Portfolio Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended;


 


(bb)         no
ERISA Event has occurred; and


 


(cc)         all
proceeds of the Advances will be used by the Company only in accordance with the provisions of this Agreement. No part of the proceeds
of any Advance will be used by the Company to purchase or carry any Margin Stock or to extend credit to others for the purpose
of purchasing or carrying Margin Stock.


 


SECTION 6.02. Covenants of the Company
and the Portfolio Manager. The Company (and, with respect to clauses (e), (g)(C), (k), (n), (o) and (gg), the Portfolio Manager):


 


(a)          shall
at all times: (i) maintain at least one independent manager or director (who is in the business of serving as an independent manager
or director); (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other
Persons as a legal entity separate from any other Person; (iv) have a board of managers separate from that of any other Person;
(v) file its own Tax returns, except to the extent that the Company is treated as a "disregarded entity" for Tax purposes
and is not required to file any Tax returns under Applicable Law, and pay any Taxes so required to be paid under Applicable Law,
except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Company has established
proper reserves on its books in accordance with GAAP; (vi) not commingle its assets with assets of any other Person; (vii) conduct
its business in its own name and comply with all organizational formalities to maintain its separate existence; (viii) maintain
separate financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm's length relationship
with the Parent and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations
of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office
space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its
assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity;
(xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating
expenses and liabilities from its own assets; (xvii) not acquire the obligations or any securities of its Affiliates; (xviii) cause
the managers, officers, agents and other representatives of the Company to act at all times with respect to the Company consistently
and in furtherance of the foregoing and in the best interests of the Company; and (xix) maintain at least one special member, who,
upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Company, shall immediately
become the member of the Company in accordance with its organizational documents.


 




    	 	- 40 -	 



     


    

 


(b)          shall
not (i) engage, directly or indirectly, in any business, other than the actions required or permitted to be performed under the
preceding clause (a), including, other than with respect to any warrants received in connection with a Portfolio Investment, controlling
the decisions or actions respecting the daily business or affairs of any other Person except as otherwise permitted hereunder (which,
for the avoidance of doubt, shall not prohibit the Company from taking, or refraining to take, any action under or with respect
to a Portfolio Investment); (ii) fail to be Solvent; (iii) release, sell, transfer, convey or assign any Portfolio Investment unless
in accordance with the Loan Documents; (iv) except for contributions of cash or assets to the Company or capital distributions
not prohibited under the terms and conditions of this Agreement and properly reflected on the books and records of the Company,
enter into any transaction with an Affiliate of the Company except on commercially reasonable terms similar to those available
to unaffiliated parties in an arm's-length transaction; (v) identify itself as a department or division of any other Person; or
(vi) own any asset or property other than the Collateral and the related assets and incidental personal property necessary for
the ownership or operation of these assets.


 


(c)          shall
take all actions consistent with and shall not take any action contrary to the "Facts and Assumptions" sections in the
opinions of counsel to the Borrower, dated the date hereof, relating to certain true sale and non-consolidation matters;


 


(d)          shall
not create, incur, assume or suffer to exist any Indebtedness other than (i) Indebtedness incurred under the terms of the Loan
Documents and (ii) Indebtedness incurred pursuant to certain ordinary business expenses arising pursuant to the transactions contemplated
by this Agreement and the other Loan Documents;


 


(e)          shall
comply with all Anti-Corruption Laws and applicable Sanctions and shall maintain in effect and enforce policies and procedures
designed to ensure compliance by the Company and its directors, managers, officers and agents with Anti-Corruption Laws and applicable
Sanctions;


 


(f)          shall
not, without the prior written consent of the Administrative Agent to the extent such consent is required therein, amend any of
its constituent documents or any document to which it is a party in any manner that would reasonably be expected to adversely affect
the Lenders in any material respect;


 


(g)          shall
not (A) permit the validity or effectiveness of this Agreement or any grant hereunder to be impaired, or permit the Lien of this
Agreement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants
or obligations with respect to this Agreement or the Advances, except as may be expressly permitted hereby, (B) permit any Lien
(including any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever or
otherwise, other than the lien of this Agreement) to be created on or extend to or otherwise arise upon or burden the Collateral
or any part thereof, any interest therein or the proceeds thereof, in each case, other than Permitted Liens, or (C) take any action
that would cause the Lien of this Agreement not to constitute a valid perfected security interest in the Collateral that is of
first priority, free of any adverse claim or the legal equivalent thereof, as applicable, except as may be expressly permitted
hereby (or in connection with a disposition of Collateral required hereby);


 




    	 	- 41 -	 



     


    

 


(h)          shall
not, without the prior consent of the Administrative Agent (acting at the direction of the Required Lenders), which consent may
be withheld in the sole and absolute discretion of the Required Lenders, enter into any hedge agreement;


 


(i)          shall
not change its name, identity or corporate structure in any manner that would make any financing statement or continuation statement
filed by the Company (or by the Collateral Agent on behalf of the Company) in accordance with subsection (a) above materially misleading
or change its jurisdiction of organization, unless the Company shall have given the Administrative Agent and the Collateral Agent
at least 30 days prior written notice thereof, and shall promptly file, or authorize the filing of, appropriate amendments to all
previously filed financing statements and continuation statements (and shall provide a copy of such amendments to the Collateral
Agent and Administrative Agent together with written confirmation to the effect that all appropriate amendments or other documents
in respect of previously filed statements have been filed);


 


(j)          shall
do or cause to be done all things reasonably necessary to (i) preserve and keep in full force and effect its existence as a limited
liability company and take all reasonable action to maintain its rights, franchises, licenses and permits material to its business
in the jurisdiction of its formation and (ii) qualify and remain qualified as a limited liability company in good standing in each
jurisdiction where such qualification is material to its business;


 


(k)          shall
comply with all Applicable Law (whether statutory, regulatory or otherwise), except where the failure to do so, individually or
in the aggregate, would not reasonably be expected to result in a Material Adverse Effect;


 


(l)          shall
not merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, in each case, without the
prior written consent of the Administrative Agent;


 


(m)          except
for Investments permitted by Section 6.02(u)(C) and without the prior written consent of the Administrative Agent, shall not form,
or cause to be formed, any Subsidiaries; or make or suffer to exist any loans or advances to, or extend any credit to, or make
any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness,
acquisition of the business or assets, or otherwise) in, any Affiliate or any other Person except investments as otherwise permitted
herein and pursuant to the other Loan Documents;


 


(n)          shall
ensure that (i) its affairs are conducted so that its underlying assets do not constitute "plan assets" within the meaning
of the Plan Asset Rules, and (ii) neither it nor any ERISA Affiliate sponsors, maintains, contributes to or is required to contribute
to or has any liability with respect to any Plan;


 


(o)          except
for the security interest granted hereunder and as otherwise permitted hereunder, shall not sell, pledge, assign or transfer to
any other Person, or grant, create, incur, assume or suffer to exist any Lien on the Collateral or any interest therein (other
than Liens in favor of the Secured Parties pursuant to the Loan Documents and Permitted Liens), and the Company shall defend the
right, title, and interest of the Collateral Agent (for the benefit of the Secured Parties) and the Lenders in and to the Collateral
against all claims of third parties claiming through or under the Company (other than Liens in favor of the Secured Parties pursuant
to the Loan Documents and Permitted Liens);


 




    	 	- 42 -	 



     


    

 


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


 


(q)          shall
pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all Taxes levied or imposed upon the
Company or upon the income, profits or property of the Company; provided that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such Tax the amount, applicability or validity of which is being contested in good
faith by appropriate proceedings and (i) for which disputed amounts adequate reserves in accordance with GAAP have been made and
(ii) in the case of a Tax which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate
to stay the sale of any portion of the Collateral to satisfy such Taxes;


 


(r)          shall
permit representatives of the Administrative Agent at any time and from time to time as the Administrative Agent shall reasonably
request (A) to inspect and make copies of and abstracts from its records relating to the Portfolio Investments and (B) to visit
its properties in connection with the collection, processing or managing of the Portfolio Investments for the purpose of examining
such records, and to discuss matters relating to the Portfolio Investments or such Person's performance under this Agreement and
the other Loan Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. The
Company agrees to render to the Administrative Agent such clerical and other assistance as may be reasonably requested with regard
to the foregoing; provided that such assistance shall not interfere in any material respect with the Company's or the Portfolio
Manager's business and operations. So long as no Event of Default has occurred and is continuing and no Market Value Event has
occurred, such visits and inspections shall occur only (i) upon five (5) Business Days' prior written notice, (ii) during normal
business hours and (iii) no more than once in any calendar year. Following the occurrence of a Market Value Event or following
the occurrence and during the continuance of an Event of Default, there shall be no limit on the timing or number of such inspections
and only one (1) Business Day' prior notice will be required before any inspection provided that any such inspection must
occur during normal business hours;


 




    	 	- 43 -	 



     


    

 


(s)          shall
not use any part of the proceeds of any Advance, whether directly or indirectly, for any purpose that entails a violation of any
of the regulations of the Board of Governors of the Federal Reserve System of the United States of America, including Regulations
T, U and X;


 


(t)          shall
not make any Restricted Payments without the prior written consent of the Administrative Agent; provided that the Company
may make Permitted Distributions on any Business Day in accordance with the definition of the term "Permitted Distribution"
and Permitted Tax Distributions on any Business Day in accordance with the definition of the term "Permitted Tax Distribution";


 


(u)          shall
not make or hold any Investments, except the Portfolio Investments or Investments (A) constituting Eligible Investments (measured
at the time of acquisition), (B) that have been consented to by the Administrative Agent or (C) those the Company shall have acquired
or received as a distribution in connection with a workout, bankruptcy, foreclosure, restructuring or similar process or proceeding
involving a Portfolio Investment or any issuer thereof;


 


(v)         shall
not request any Advance, and the Company shall not directly, or to the knowledge of the Company, indirectly, use, and shall procure
that its agents shall not directly, or to the knowledge of the Company, indirectly, use, the proceeds of any Advance (A) in furtherance
of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person
in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or
transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation
of any Sanctions applicable to any party hereto;


 


(w)          other
than pursuant to the Sale Agreement, shall not transfer to any of its Affiliates any Portfolio Investment purchased from any of
its Affiliates (other than sales to Affiliates conducted on terms and conditions consistent with those of an arm's length transaction
and at fair market value);


 


(x)          shall
post on a password protected website maintained by the Portfolio Manager to which the Administrative Agent will have access or
deliver via email to the Administrative Agent, with respect to each obligor in respect of a Portfolio Investment, within five (5)
Business Days of the receipt thereof by the Company or the Portfolio Manager, without duplication of any other reporting requirements
set forth in this Agreement or any other Loan Document, any management discussion and analysis provided by such obligor and any
financial reporting packages with respect to such obligor and with respect to each Portfolio Investment for such obligor (including
any attached or included information, statements and calculations). The Company shall cause the Portfolio Manager to provide such
other information as the Administrative Agent may reasonably request with respect to any Portfolio Investment or obligor (to the
extent reasonably available to the Portfolio Manager);


 


(y)          shall
not elect to be classified as other than a disregarded entity or partnership for U.S. federal income tax purposes, nor shall the
Company take any other action or actions that would cause it to be classified, taxed or treated as a corporation or publicly traded
partnership taxable as a corporation for U.S. federal income tax purposes (including transferring interests in the Company on or
through an established securities market or secondary market (or the substantial equivalent thereof), within the meaning of Section
7704(b) of the Code (and Treasury regulations thereunder);


 


(z)          shall
only have partners or owners that are treated as U.S. Persons or that are disregarded entities owned by a U.S. Person and shall
not recognize the transfer of any interest in the Company that constitutes equity for U.S. federal income tax purposes to a person
that is not a U.S. Person;


 




    	 	- 44 -	 



     


    

 


(aa)         shall
from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation
statements, instruments of further assurance and other instruments, and shall take such other action, in each case, as may be reasonably
necessary to secure the rights and remedies of the Secured Parties hereunder and to grant more effectively all or any portion of
the Collateral, maintain or preserve the security interest (and the priority thereof) of this Agreement or to carry out more effectively
the purposes hereof, perfect, publish notice of or protect the validity of any grant made or to be made by this Agreement, preserve
and defend title to the Collateral and the rights therein of the Collateral Agent and the Secured Parties in the Collateral and
the Collateral Agent against the claims of all persons and parties, pay any and all Taxes levied or assessed upon all or any part
of the Collateral and use its commercially reasonable efforts to minimize Taxes and any other costs arising in connection with
its activities or give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or
other papers that may be necessary or desirable to create, preserve, perfect or validate the security interest granted pursuant
to this Agreement or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such pledge and
security interest, and hereby authorizes the Collateral Agent to file a UCC financing statement listing 'all assets of the debtor'
(or substantially similar language) in the collateral description of such financing statement;


 


(bb)         shall
use all commercially reasonable efforts to elevate all Participation Interests granted under the Master Participation Agreement
to absolute assignments within the applicable then-current standard settlement timeframes set forth in LSTA guidelines;


 


(cc)         shall
not hire any employees;


 


(dd)         shall
not maintain any bank accounts or securities accounts other than the Accounts;


 


(ee)         except
as otherwise expressly permitted herein, shall not cancel or terminate any of the underlying instruments in respect of a Portfolio
Investment to which it is party or beneficiary (in any capacity), or consent to or accept any cancellation or termination of any
of such agreements unless (in each case) the Administrative Agent shall have consented thereto in writing in its sole discretion;


 


(ff)         shall
not make or incur any capital expenditures except as reasonably required to perform its functions in accordance with this Agreement;


 


(gg)         shall
not act on behalf of, a country, territory, entity or individual of prohibited countries, territories, entities and individuals
listed on, among other places, the OFAC website, and none of the Company, the Portfolio Manager or any of their respective Affiliates,
owners, directors or officers is a natural person or entity with whom dealings with U.S. persons or persons under the jurisdiction
of the United States are prohibited under any OFAC regulation or other applicable federal law or acting on behalf of such a Person
or entity. The Company does not own and will not acquire, and the Portfolio Manager will not cause the Company to own or acquire,
any security issued by, or interest in, any country, territory, or entity whose direct ownership by U.S. persons or persons under
the jurisdiction of the U.S. would be or is prohibited under any OFAC regulation or other applicable federal law; and


 


(hh)         shall
give notice to the Administrative Agent and the Collateral Agent promptly in writing upon the occurrence of any of the following:


 


(1)         any
Adverse Proceeding;


 




    	 	- 45 -	 



     


    

 


(2)         any
Default or Event of Default; and


 


(3)         any
adverse claim asserted against the Collateral Agent's Lien over any of the Portfolio Investments, the Accounts or any other Collateral
or the interests of the Secured Parties with respect to the same.


 


SECTION 6.03. Amendments of Portfolio
Investments, Etc. If the Company or the Portfolio Manager receives any notice or other communication concerning any amendment,
supplement, consent, waiver or other modification of any Portfolio Investment or any related underlying instrument or rights thereunder
(each, an "Amendment") with respect to any Portfolio Investment or any related underlying instrument, or makes
any affirmative determination to exercise or refrain from exercising any rights or remedies thereunder, it will give prompt (and
in any event, not later than three (3) Business Days') notice thereof to the Administrative Agent (with a copy to the Collateral
Agent); provided that the Company or the Portfolio Manager, as applicable, shall not be required to give prior notice of
an Amendment to the Administrative Agent unless an Event of Default has occurred and is continuing or a Market Value Event has
occurred if such Amendment is not material. In any such event, the Company shall exercise all voting and other powers of ownership
relating to such Amendment or the exercise of such rights or remedies as the Portfolio Manager shall deem appropriate under the
circumstances. If an Event of Default has occurred and is continuing or a Market Value Event has occurred, the Company will exercise
all voting and other powers of ownership as the Administrative Agent (acting at the direction of the Required Lenders) shall instruct
(it being understood that if the terms of the related underlying instrument expressly prohibit or restrict any such rights given
to the Administrative Agent, then such right shall be limited to the extent necessary so that such prohibition or restriction is
not violated). In any such case, following the Company's receipt thereof, the Company shall promptly provide to the Administrative
Agent copies of all executed amendments to underlying instruments, executed waiver or consent forms or other documents executed
or delivered in connection with any Amendment.


 


ARTICLE VII

EVENTS OF DEFAULT


 


If any of the following events (each an "Event
of Default") shall occur:


 


(a)          the
Company shall fail to pay any amount owing by it in respect of the Secured Obligations (whether for principal, interest, fees or
other amounts) when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment
thereof or otherwise and, solely in the case of amounts other than principal and interest, such failure continues for a period
of one (1) Business Day following the earlier of (x) the Company becoming aware of such failure or (y) receipt of written notice
by the Company and the Portfolio Manager of such failure;


 


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


 




    	 	- 46 -	 



     


    

 


(c)(A) the Company shall fail
to observe or perform any covenant, condition or agreement contained in Section 6.02(a)(i) through (vii), (xi), (xiv) or (xix),
(b)(i) through (iv), (d), (f), (h), (i), (l), (m), (o), (t), (v), (w) or (cc) or (B) any Credit Risk Party shall fail to observe
or perform any other covenant, condition or agreement contained herein (it being understood that the failure of a Portfolio Investment
to satisfy the Eligibility Criteria after the date of its purchase shall not constitute such a failure) or in any other Loan Document
and, in the case of this clause (B), if such failure is capable of being remedied, such failure shall continue for a period of
30 days following the earlier of (i) receipt by such Credit Risk Party of written notice of such failure from the Administrative
Agent and (ii) an officer of such Credit Risk Party becoming aware of such failure;


 


(d) an involuntary proceeding
shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect
of any Credit Risk Party or the Sub-Adviser or its debts, or of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for any Credit Risk Party or the Sub-Adviser or for a substantial part
of its assets, and, in any such case, such proceeding or petition shall continue undismissed for thirty (30) days or an order
or decree approving or ordering any of the foregoing shall be entered;


 


(e) any Credit Risk Party or the
Sub-Adviser shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (d)
of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator
or similar official for such Credit Risk Party or the Sub-Adviser or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for
the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;


 


(f) any Credit Risk Party or the
Sub-Adviser shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;


 


(g) the passing of a resolution
by the equity holders of the Company in respect of the winding up on a voluntary basis of the Company;


 


(h) any final judgments or orders
(not subject to appeal or otherwise non-appealable) by one or more courts of competent jurisdiction for the payment of money in
an aggregate amount in excess of U.S.$1,000,000 (after giving effect to insurance, if any, available with respect thereto) shall
be rendered against the Company, and the same shall remain unsatisfied, unvacated, unbonded or unstayed for a period of thirty
(30) days after the date on which the right to appeal has expired;


 


(i) an ERISA Event occurs;


 


(j) a Change of Control occurs;


 




    	 	- 47 -	 



     


    

 


(k) the Company, shall become
required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended;


 


(l) (x) the Portfolio Manager
resigns or is terminated as Portfolio Manager under the Portfolio Management Agreement or (y) the Portfolio Manager assigns any
of its obligations or duties as Portfolio Manager under this Agreement or the Portfolio Management Agreement to a person other
than a Permitted PM Successor and the Administrative Agent has not consented to the assignee thereunder within ten (10) Business
Days of receipt of notice of such assignment;


 


(m) the Net Asset Value is less
than the product of (1) the Net Advances multiplied by (2) 156.25% and such deficit is not remedied within two (2) Business Days;


 


(n) (x) the Sub-Adviser or an
Affiliate of the Sub-Adviser meeting the criteria specified in the investment sub-advisory agreement between the Parent and the
Sub-Adviser as in effect on the Effective Date resigns or is terminated as the investment sub-advisor of the Parent or (y) the
obligations of the Sub-Adviser under such investment sub-advisory agreement are assigned to a person other than a Permitted Sub-Adviser
Successor and the Administrative Agent has not consented to the assignee thereunder within ten (10) Business Days of receipt of
notice of such assignment; or


 


(o) (i) failure of the Company
to fund the Unfunded Exposure Account when required in accordance with Section 2.03(f) other than in the case that any Lender fails
to make the Advance required in accordance with Section 2.03(f) or (ii) failure of the Company to satisfy its obligations in respect
of unfunded obligations with respect to any Delayed Funding Term Loan (including the payment of any amount in connection with the
sale thereof to the extent required under this Agreement); provided that the failure of the Company to undertake any action set
forth in this clause (o) is not remedied within two (2) Business Days;


 


then, and in every such event (other than an event with respect
to the Company described in clause (d) or (e) of this Article), and at any time thereafter in each case during the continuance
of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Company, take either
or both of the following actions, at the same or different times:  (i) terminate the Financing Commitments, and
thereupon the Financing Commitments shall terminate immediately, and (ii) declare all of the Secured Obligations then outstanding
to be due and payable in whole (or in part, in which case any Secured Obligations not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the Secured Obligations so declared to be due and payable, together with accrued
interest thereon and all fees and other obligations of the Company accrued hereunder, shall become due and payable immediately,
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company; and in case of
any event with respect to the Company described in clause (d) or (e) of this Article, the Financing Commitments shall automatically
terminate and all Secured Obligations then outstanding, together with accrued interest thereon and all fees and other obligations
of the Company accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Company.


 




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ARTICLE VIII

ACCOUNTS; COLLATERAL SECURITY


 


SECTION 8.01. The Accounts; Agreement
as to Control.


 


(a) Establishment and Maintenance of Accounts.
The Company hereby appoints U.S. Bank National Association as Securities Intermediary and has directed and the Securities Intermediary
hereby acknowledges that it has established (1) an account designated as the "Custodial Account", (2) an account
designated as the "Collection Account", (3) an account designated as the "MV Cure Account" and
(4) an account designated as the "Unfunded Exposure Account" (the Unfunded Exposure Account, together with the Collection
Account, the Custodial Account, the MV Cure Account and any successor accounts established in connection with the resignation or
removal of the Securities Intermediary, the "Accounts"), and the account numbers for the Accounts are set forth on the
Transaction Schedule. The Securities Intermediary agrees to maintain each of the Accounts as a securities intermediary in the name
of the Company subject to the lien of the Collateral Agent under this Agreement and (y) agrees not to change the name or account
number of any Account without the prior consent of the Collateral Agent. The Securities Intermediary hereby certifies that it is
a bank or trust company that in the ordinary course of business maintains securities accounts for others and in that capacity has
established the Accounts in the name of the Company. For administrative purposes the Securities Intermediary may establish a subaccount
of the Collection Account for the purpose of holding Interest Proceeds and a subaccount of the Collection Account for the purpose
of holding Principal Proceeds.


 


(b) Collateral Agent in Control of Securities
Accounts. Each of the parties hereto hereby agrees that (1) each Account shall be deemed to be a "securities account"
(within the meaning of Section 8-501(a) of the Uniform Commercial Code in effect in the State of New York (the "UCC")),
(2) all property credited to any Account shall be treated as a financial asset for purposes of Article 8 of the UCC and (3) except
as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise the rights that comprise
each financial asset credited to each Account. Subject to the immediately succeeding two sentences, the Securities Intermediary
will (i) act on entitlement orders or other instructions with respect to the Accounts originated by the Portfolio Manager on behalf
of the Company without the further consent of the Collateral Agent or any other Person and (ii) act on entitlement orders or other
instructions with respect to the Accounts originated by the Collateral Agent without the further consent of the Company, the Portfolio
Manager or any other Person. In the event of a conflict between an entitlement order or instruction originated by the Collateral
Agent and an entitlement order or instruction originated by the Portfolio Manager, the entitlement order originated by the Collateral
Agent shall govern. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, following the Securities'
Intermediary's receipt of a notice regarding the occurrence and during the continuance of an Event of Default and following the
occurrence of any Market Value Event, the Securities Intermediary shall act solely on entitlement orders and other instructions
with respect to the Accounts originated by the Collateral Agent without the consent of any other Person and shall not accept any
entitlement order or other instruction from the Portfolio Manager. The parties hereto agree that the Collateral Agent, for the
benefit of the Secured Parties, shall have control over each Account. The only permitted withdrawals from the Accounts shall be
in accordance with the provisions of this Agreement.


 


(c) Subordination of Lien, Etc. If
the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any
Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall
be subordinate to the security interest of the Collateral Agent. The property credited to any Account will not be subject to deduction,
set-off, banker's lien, or any other right in favor of any Person other than the Collateral Agent (except that the Securities Intermediary
may set-off (1) all amounts due to the Securities Intermediary in respect of its reasonable fees and expenses for the routine maintenance
and operation of the Accounts, and (2) the face amount of any checks which have been credited to any Account but are subsequently
returned unpaid because of uncollected or insufficient funds).


 




    	 	- 49 -	 



     


    

 


(d) Property Registered, Indorsed, etc.
to Securities Intermediary. All securities or other property represented by a promissory note or an instrument underlying any
financial assets credited to any Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities
Intermediary in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no
case will any financial asset credited to any Account be registered in the name of the Company, payable to the order of the Company
or specially indorsed to the Company except to the extent the foregoing have been specially indorsed to the Securities Intermediary
or in blank.


 


(e) Jurisdiction; Governing Law of Accounts.
The establishment and maintenance of each Account and all interests, duties and obligations related thereto shall be governed by
the law of the State of New York and the "securities intermediary's jurisdiction" (within the meaning of Section 8-110
of the UCC) shall be the State of New York. Terms used in this Section 8.01 without definition have the meanings given to them
in the UCC.


 


(f) No Duties. The parties hereto acknowledge
and agree that the Securities Intermediary shall not have any additional duties under this Agreement other than those expressly
set forth in this Section 8.01, and the Securities Intermediary shall satisfy those duties expressly set forth in this Section
8.01 so long as it acts without gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Securities
Intermediary shall not be subject to any fiduciary or other implied duties, and the Securities Intermediary shall not have any
duty to take any discretionary action or exercise any discretionary powers. The Securities Intermediary shall be subject to all
of the rights, protections and immunities given to the Collateral Agent hereunder, including indemnities.


 


(g) Investment of Funds on Deposit in the
Unfunded Exposure Account. All amounts on deposit in the Unfunded Exposure Account shall be invested (and reinvested) at the
written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Eligible Investments;
provided that, following the occurrence and during the continuance of an Event of Default or following a Market Value Event,
all amounts on deposit in the Unfunded Exposure Account shall be invested, reinvested and otherwise disposed of at the written
direction of the Administrative Agent delivered to the Collateral Agent in accordance with the terms hereof, including the Priority
of Payments.


 


(h) Unfunded Exposure Account.


 


(i)          Amounts
may be deposited into the Unfunded Exposure Account from time to time (x) in accordance with Section 4.05, (y) as set forth in
Section 2.03(f) or (z) to the extent constituting capital contributions made to the Company, as directed by the Company.


 


(ii)         While
no Event of Default has occurred and is continuing and no Market Value Event has occurred and subject to satisfaction of the Borrowing
Base Test (after giving effect to such release), the Portfolio Manager may direct, by means of an instruction in writing to the
Securities Intermediary (with a copy to the Collateral Agent and the Collateral Administrator), the release of funds on deposit
in the Unfunded Exposure Account (i) for the purpose of funding the Company's unfunded commitments with respect to Delayed Funding
Term Loans or for deposit into the Collection Account and (ii) so long as no Unfunded Exposure Shortfall exists or would exist
after giving effect to the withdrawal. Following the occurrence and during the continuance of an Event of Default and the declaration
of the Secured Obligations then outstanding to be due and payable pursuant to Article VII or following the occurrence of a Market
Value Event, at the written direction of the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator),
the Securities Intermediary shall transfer all amounts in the Unfunded Exposure Account to the Collection Account to be applied
pursuant to Section 4.05. Upon the direction of the Company by means of an instruction in writing to the Securities Intermediary
(with a copy to the Collateral Administrator, the Collateral Agent and the Administrative Agent), any amounts on deposit in the
Unfunded Exposure Account in excess of outstanding funding obligations of the Company shall be released to the Collection Account
to prepay the outstanding Advances.


 




    	 	- 50 -	 



     


    

 


SECTION 8.02. Collateral Security;
Pledge; Delivery.


 


(a) Grant of Security Interest. As
collateral security for the prompt payment in full when due of all the Company's obligations to the Agents, the Collateral Administrator,
the Securities Intermediary and the Lenders (collectively, the "Secured Parties") under this Agreement (collectively,
the "Secured Obligations"), the Company hereby pledges to the Collateral Agent and grants a continuing security
interest in favor of the Collateral Agent in all of the Company's right, title and interest in, to and under (in each case, whether
now owned or existing, or hereafter acquired or arising) all accounts, payment intangibles, general intangibles, chattel paper,
electronic chattel paper, instruments, deposit accounts, letter-of-credit rights, investment property, and any and all other property
of any type or nature owned by it (all of the property described in this clause (a) being collectively referred to herein as "Collateral"),
including, without limitation: (1) each Portfolio Investment, (2) all of the Company's interests in the Accounts and all investments,
obligations and other property from time to time credited thereto, (3) the Sale Agreement, the Master Participation Agreement,
the Portfolio Management Agreement and the Performance Guarantee and all rights related to each of the foregoing, (4) all other
property of the Company and (5) all proceeds thereof, all accessions to and substitutions and replacements for, any of the foregoing,
and all rents, profits and products of any thereof.


 


(b) Delivery and Other Perfection.
In furtherance of the collateral arrangements contemplated herein, the Company shall (1) Deliver to the Collateral Agent the Collateral
hereunder as and when acquired by the Company; (2) if any of the securities, monies or other property pledged by the Company hereunder
are received by the Company, forthwith take such action as is necessary to ensure the Collateral Agent's continuing perfected security
interest in such Collateral (including Delivering such securities, monies or other property to the Collateral Agent); and (3) upon
the reasonable request of the Administrative Agent, deliver to the Administrative Agent, the Lenders and the Collateral Agent,
at the expense of the Company, legal opinions from the Company's counsel or other counsel reasonably acceptable to the Administrative
Agent and the Lenders, as to the perfection and priority of the Collateral Agent's security interest in any of the Collateral.


 


"Deliver" (and its correlative
forms) means the taking of the following steps by the Company or the Portfolio Manager:


 


(1) in the case of Portfolio Investments
and Eligible Investments and amounts on deposit in the MV Cure Account, by (x) causing the Securities Intermediary to indicate
by book entry that a financial asset comprised thereof has been credited to the applicable Account and (y) causing the Securities
Intermediary to agree that it will comply with entitlement orders originated by the Collateral Agent with respect to each such
security entitlement without further consent by the Company;


 


(2) in the case of each general
intangible, by notifying the obligor thereunder of the security interest of the Collateral Agent;


 




    	 	- 51 -	 



     


    

 


(3) in the case of Portfolio Investments
consisting of money or instruments (the "Possessory Collateral") that do not constitute a financial asset forming
the basis of a security entitlement delivered to the Collateral Agent pursuant to clause (1) above, by causing (x) the Collateral
Agent to obtain possession of such Possessory Collateral in the State of New York or the Commonwealth of Massachusetts, or (y)
a Person other than the Company and a securities intermediary (A)(I) to obtain possession of such Possessory Collateral in the
State of New York or the Commonwealth of Massachusetts, and (II) to then authenticate a record acknowledging that it holds possession
of such Possessory Collateral for the benefit of the Collateral Agent or (B)(I) to authenticate a record acknowledging that it
will take possession of such Possessory Collateral for the benefit of the Collateral Agent and (II) to then acquire possession
of such Possessory Collateral in the State of New York or the Commonwealth of Massachusetts;


 


(4) in the case of any account
which constitutes a "deposit account" under Article 9 of the UCC, by causing the Securities Intermediary to continuously
identify in its books and records the security interest of the Collateral Agent in such account and, except as may be expressly
provided herein to the contrary, establishing dominion and control over such account in favor of the Collateral Agent; and


 


(5) in all cases, by filing or
causing the filing of a financing statement with respect to such Collateral with the Delaware Secretary of State.


 


(c) Remedies, Etc. During the period
in which an Event of Default shall have occurred and be continuing and the Advances then outstanding shall have been declared due
and payable in accordance with Article VII, the Collateral Agent shall (but only if and to the extent directed in writing by the
Required Lenders, with a copy to the Company and the Portfolio Manager) do any of the following:


 


(1) Exercise in respect of the
Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies
of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except
as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral
Agent's or its designee's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral
Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) may deem commercially reasonable.
The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days' prior notice to
the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable
notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having
been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.


 


(2) Transfer all or any part of
the Collateral into the name of the Collateral Agent or a nominee thereof.


 


(3) Enforce collection of any
of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or
renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto.


 


(4) Endorse any checks, drafts,
or other writings in the Company's name to allow collection of the Collateral.


 


(5) Take control of any proceeds
of the Collateral.


 




    	 	- 52 -	 



     


    

 


(6) Execute (in the name, place
and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect
to all or any of the Collateral.


 


(7) Perform such other acts as
may be reasonably required to do to protect the Collateral Agent's rights and interest hereunder.


 


In connection with any sale of the Collateral,
or any part thereof, pursuant to this clause (c), the Portfolio Manager and its Affiliates may enter one or more bids through the
Designated Independent Broker-Dealer.


 


(d) Compliance with Restrictions. The
Company and the Portfolio Manager agree that in any sale of any of the Collateral, the Collateral Agent or its designee are hereby
authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel in writing
is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number
of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict
such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account
for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval
of the sale or of the purchaser by any governmental regulatory authority or official, and the Company and the Portfolio Manager
further agree that such compliance shall not, in and of itself, result in such sale being considered or deemed not to have been
made in a commercially reasonable manner, nor shall the Collateral Agent be liable or accountable to the Company or the Portfolio
Manager for any discount allowed by the reason of the fact that such Collateral is sold in good faith compliance with any such
limitation or restriction.


 


(e) Private Sale. The Collateral Agent
shall incur no liability as a result of a sale of the Collateral, or any part thereof, at any private sale pursuant to clause (c)
above conducted in a commercially reasonable manner. The Company and the Portfolio Manager hereby waive any claims against each
Agent and Lender arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale
was less than the price which might have been obtained at a public sale.


 


(f) Collateral Agent Appointed Attorney-in-Fact.
The Company hereby appoints the Collateral Agent as the Company's attorney-in-fact (it being understood that the Collateral Agent
shall not be deemed to have assumed any of the obligations of the Company by this appointment), with full authority in the place
and stead of the Company and in the name of the Company, from time to time in the Collateral Agent's discretion (exercised at the
written direction of the Administrative Agent or the Required Lenders, as the case may be), after the occurrence and during the
continuation of an Event of Default, to take any action and to execute any instrument which the Administrative Agent or the Required
Lenders may deem necessary or advisable to accomplish the purposes of this Agreement. The Company hereby acknowledges, consents
and agrees that the power of attorney granted pursuant to this clause is irrevocable during the term of this Agreement and is coupled
with an interest.


 


(g) Further Assurances. The Company
covenants and agrees that, from time to time upon the request of the Collateral Agent (as directed by the Administrative Agent),
the Company will execute and deliver such further documents, and do such other acts and things as the Collateral Agent (as directed
by the Administrative Agent) may reasonably request in order fully to effect the purposes of this Agreement and to protect and
preserve the priority and validity of the security interest granted hereunder or to enable the Collateral Agent to exercise and
enforce its rights and remedies hereunder with respect to any Collateral; provided that no such document may alter the rights
and protections afforded to the Company or the Portfolio Manager herein.


 




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(h) Termination. Upon the payment in
full of all Secured Obligations and termination of the Financing Commitments, the security interest granted herein shall automatically
(and without further action by any party) terminate and all rights to the Collateral shall revert to the Company. Upon any such
termination, the Collateral Agent will, at the Company's sole expense, deliver to the Company, or cause the Securities Intermediary
to deliver, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing
or evidencing all of the Collateral held by the Securities Intermediary hereunder, and execute and deliver to the Company or its
nominee such documents as the Company shall reasonably request to evidence such termination.


 


ARTICLE IX

THE AGENTS


 


SECTION 9.01. Appointment of Administrative
Agent and Collateral Agent. Each of the Lenders hereby irrevocably appoints each of the Administrative Agent and the Collateral
Agent (each, an "Agent" and collectively, the "Agents") as its agent and authorizes such Agents
to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms hereof, together with
such actions and powers as are reasonably incidental thereto. Anything contained herein to the contrary notwithstanding, each Agent
and each Lender hereby agree that no Lender shall have any right individually to realize upon any of the Collateral hereunder,
it being understood and agreed that all powers, rights and remedies hereunder with respect to the Collateral shall be exercised
solely by the Collateral Agent for the benefit of the Secured Parties at the direction of the Administrative Agent.


 


Each financial institution serving as an Agent
hereunder shall have the same rights and powers in its capacity as a Lender (if applicable) as any other Lender and may exercise
the same as though it were not an Agent, and such financial institution and its Affiliates may accept deposits from, lend money
to and generally engage in any kind of business with the Company as if it were not an Agent hereunder.


 


No Agent, the Collateral Administrator or
the Securities Intermediary shall have any duties or obligations except those expressly set forth herein. Without limiting the
generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any
discretionary powers, except that the foregoing shall not limit any duty expressly set forth in this Agreement to include such
rights and powers expressly contemplated hereby that such Agent is required to exercise as directed in writing by (i) in the case
of the Collateral Agent (A) in respect of the exercise of remedies under Section 8.02(c), the Required Lenders, or (B) in all other
cases, the Administrative Agent or (ii) in the case of any Agent, the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided herein), and (c) except as expressly set forth herein, no Agent
shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company that
is communicated to or obtained by the financial institution serving in the capacity of such Agent or any of its Affiliates in any
capacity. No Agent shall be liable for any action taken or not taken by it in the absence of its own gross negligence or willful
misconduct or with the consent or at the request or direction of the Administrative Agent (in the case of the Collateral Administrator,
the Collateral Agent and the Securities Intermediary only) or the Required Lenders (or such other number or percentage of the Lenders
that shall be permitted herein to direct such action or forbearance). None of the Collateral Agent, the Collateral Administrator
or the Securities Intermediary shall be deemed to have knowledge of any Default, Event of Default, Market Value Event or failure
of the Borrowing Base Test unless and until a Responsible Officer has received written notice thereof from the Company, a Lender
or the Administrative Agent. None of the Collateral Agent, the Collateral Administrator, the Securities Intermediary or the Administrative
Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder
or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions
set forth herein, (iv) the validity, enforceability, effectiveness, genuineness, value or sufficiency of this Agreement, any
other agreement, instrument or document or the Collateral, or (v) the satisfaction of any condition set forth herein, other
than to confirm receipt of items expressly required to be delivered to such Agent. None of the Collateral Agent, the Collateral
Administrator, the Securities Intermediary or the Administrative Agent shall be required to risk or expend its own funds in connection
with the performance of its obligations hereunder if it reasonably believes it will not receive reimbursement therefor hereunder.


 




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Each Agent shall be entitled to rely upon,
and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, direction,
opinion, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. Each Agent
also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper person, and shall
not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent
accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.


 


In the event the Collateral Agent, the Collateral
Administrator or the Securities Intermediary shall receive conflicting instruction from the Administrative Agent and the Required
Lenders, the instruction of the Required Lenders shall govern. None of the Collateral Administrator, the Collateral Agent and the
Securities Intermediary shall have any duties or obligations under or in respect of any other agreement (including any agreement
that may be referenced herein) to which it is not a party. The grant of any permissive right or power to the Collateral Agent hereunder
shall not be construed to impose a duty to act.


 


It is expressly acknowledged and agreed that
none of the Collateral Administrator , the Securities Intermediary and the Collateral Agent shall be responsible for, and shall
not be under any duty to monitor or determine, compliance with the Eligibility Criteria (Schedule 3), the conditions to any purchase
of sale of Collateral , the Borrowing Base Test or the Concentration Limitations (Schedule 4) in any instance, to determine if
the conditions of "Deliver" have been satisfied or otherwise to monitor or determine compliance by any other Person with
the requirements of this Agreement.


 


Each Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents appointed by it. No Agent shall be responsible for
any misconduct or negligence on the part of any sub-agent or attorney appointed by such Agent with due care. Each Agent and any
such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Affiliates and the
respective directors, officers, employees, agents and advisors of such Person and its Affiliates (the "Related Parties")
for such Agent. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties
of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the
credit facilities provided for herein as well as activities as Administrative Agent or Collateral Agent, as the case may be.


 




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Subject to the appointment and acceptance
of a successor as provided in this paragraph, each of the Collateral Administrator, the Collateral Agent, the Securities Intermediary
and the Administrative Agent may resign at any time upon 30 days' notice to each other agent, the Lenders, the Portfolio Manager
and the Company. Upon any such resignation, the Required Lenders shall have the right to appoint a successor. If no successor shall
have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the
retiring Collateral Administrator, Collateral Agent, Securities Intermediary or Administrative Agent, as applicable, gives notice
of its resignation, then the Administrative Agent may, on behalf of the Lenders, appoint a successor which shall be a financial
institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor shall have
been so appointed by the Administrative Agent and shall have accepted such appointment within sixty (60) days after the retiring
agent gives notice of its resignation, such agent may petition a court of competent jurisdiction for the appointment of a successor.
Upon the acceptance of its appointment as Collateral Administrator, Securities Intermediary, Administrative Agent or Collateral
Agent, as the case may be, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring agent, and the retiring agent shall be discharged from its duties and obligations hereunder.
After the retiring agent's resignation hereunder, the provisions of this Article and Sections 5.03 and 10.04 shall continue
in effect for the benefit of such retiring agent, its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while it was acting as Collateral Administrator, Securities Intermediary, Administrative
Agent or Collateral Agent, as the case may be.


 


Subject to the appointment and acceptance
of a successor as provided in this paragraph, each of the Collateral Administrator, the Collateral Agent and the Securities Intermediary
may be removed at any time with 30 days' notice by the Company (with the written consent of the Administrative Agent), with notice
to the Collateral Administrator, the Collateral Agent, the Securities Intermediary, the Lenders and the Portfolio Manager. Upon
any such removal, the Company shall have the right (with the written consent of the Administrative Agent) to appoint a successor
to the Collateral Agent, the Collateral Administrator and/or the Securities Intermediary, as applicable. If no successor to any
such Person shall have been so appointed by the Company and shall have accepted such appointment within thirty (30) days after
such notice of removal, then the Administrative Agent may appoint a successor which shall be a financial institution with an office
in New York, New York, or an Affiliate of any such financial institution. Upon the acceptance of its appointment as Collateral
Administrator, Securities Intermediary or Collateral Agent, as the case may be, hereunder by a successor, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties of the removed agent, and the removed agent shall
be discharged from its duties and obligations hereunder. After the removed agent's removal hereunder, the provisions of this Article
and Sections 5.03 and 10.04 shall continue in effect for the benefit of such removed agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Administrator,
Securities Intermediary or Collateral Agent, as the case may be.


 


Upon the request of the Company or the Administrative
Agent or the successor agent, such retiring or removed agent shall, upon payment of its fees, expenses, indemnities and charges
(including the reasonable fees and expenses of counsel) then due hereunder and unpaid, execute and deliver an instrument transferring
to such successor agent all the rights, powers and trusts of the retiring or removed agent, and shall duly assign, transfer and
deliver to such successor agent all property and money held by such retiring or removed agent hereunder. Upon request of any such
successor agent, the Company and the Administrative Agent shall execute any and all instruments for more fully and certainly vesting
in and confirming to such successor agent all such rights, powers and trusts.


 


Each Lender acknowledges that it has, independently
and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related
agreement or any document furnished hereunder or thereunder.


 




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Anything in this Agreement notwithstanding,
in no event shall any Agent, the Collateral Administrator or the Securities Intermediary be liable for special, punitive, indirect
or consequential loss or damage of any kind whatsoever (including lost profits), even if such Agent, the Collateral Administrator
or the Securities Intermediary, as the case may be, has been advised of such loss or damage and regardless of the form of action.


 


Each Agent, the Collateral Administrator and
the Securities Intermediary shall not be liable for any error of judgment made in good faith by an officer or officers of such
Agent, the Collateral Administrator or the Securities Intermediary, unless it shall be conclusively determined by a court of competent
jurisdiction that such Agent, the Collateral Administrator or the Securities Intermediary was grossly negligent in ascertaining
the pertinent facts.


 


Each Agent, the Collateral Administrator and
the Securities Intermediary shall not be responsible for the accuracy or content of any certificate, statement, direction or opinion
furnished to it in connection with this Agreement.


 


Each Agent, the Collateral Administrator and
the Securities Intermediary shall not be bound to make any investigation into the facts stated in any resolution, certificate,
statement, instrument, opinion, report, consent, order, approval, bond or other document or have any responsibility for filing
or recording any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection
of any security interest or lien granted to it hereunder.


 


No Agent, the Collateral Administrator or
the Securities Intermediary shall be responsible for delays or failures in performance resulting from acts beyond its control.
Such acts include but are not limited to acts of God, strikes, lockouts, riots and acts of war. In connection with any payment,
the Collateral Agent, the Collateral Administrator and the Securities Intermediary are entitled to rely conclusively on any instructions
provided to them by the Administrative Agent.


 


The rights, protections and immunities given
to the Agents in this Section 9.01 shall likewise be available and applicable to the Securities Intermediary and the Collateral
Administrator.


 


SECTION 9.02. Additional Provisions Relating
to the Collateral Agent, the Collateral Administrator and the Securities Intermediary.


 


(a) Collateral Agent May Perform. The
Collateral Agent shall from time to time take such action (at the written direction of the Administrative Agent or the Required
Lenders) for the maintenance, preservation or protection of any of the Collateral or of its security interest therein, provided
that the Collateral Agent shall have no obligation to take any such action in the absence of such direction and shall have no obligation
to comply with any such direction if it reasonably believes that the same (1) is contrary to applicable law or (2) is reasonably
likely to subject the Collateral Agent to any loss, liability, cost or expense, unless the Administrative Agent or the Required
Lenders, as the case may be, issuing such instruction provide indemnity or security satisfactory to the Collateral Agent for payment
of same.


 




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With respect to actions which are incidental
to the actions specifically delegated to the Collateral Agent hereunder, the Collateral Agent shall not be required to take any
such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting
or refraining from acting) upon the written direction of the Administrative Agent; provided that the Collateral Agent shall
not be required to take any action hereunder at the request of the Administrative Agent, the Required Lenders or otherwise if the
taking of such action, in the determination of the Collateral Agent, (1) is contrary to applicable law or (2) is reasonably likely
to subject the Collateral Agent to any loss, liability, cost or expense, unless the Administrative Agent or the Required Lenders,
as the case may be, issuing such instruction provide indemnity or security satisfactory to the Collateral Agent for payment of
same.


 


If, in performing its duties under this Agreement,
the Collateral Agent is required to decide between alternative courses of action, the Collateral Agent may request written instructions
from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions
within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain
from taking any such courses of action and shall have no liability in connection therewith except as otherwise provided in this
Agreement. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except
to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.


 


(b) Reasonable Care. The Collateral
Agent is required to exercise reasonable care in the custody and preservation of any of the Collateral in its possession, provided
that the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral
if it takes such action for that purpose as the Company reasonably requests at times other than upon the occurrence and during
the continuance of any Event of Default (and upon the occurrence and during the continuance of any Event of Default, the Collateral
Agent shall be deemed to have exercised reasonable care in its custody and preservation of any of the Collateral if it takes such
action for that purpose as the Administrative Agent reasonably requests), but failure of the Collateral Agent to comply with any
such request at any time shall not in itself be deemed a failure to exercise reasonable care. The Collateral Agent will 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 liens thereon.


 


(c) Collateral Agent Not Liable. Except
to the extent arising from the gross negligence or willful misconduct of the Collateral Agent, the Collateral Agent shall not be
liable by reason of its compliance with the terms of this Agreement with respect to (1) the investment of funds held thereunder
in Eligible Investments (other than for losses attributable to the Collateral Agent's failure to make payments on investments issued
by the Collateral Agent, in its commercial capacity as principal obligor and not as collateral agent, in accordance with their
terms) or (2) losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity. It is
expressly agreed and acknowledged that the Collateral Agent is not guaranteeing performance of or assuming any liability for the
obligations of the other parties hereto or any parties to the Portfolio Investments or other Collateral.


 


(d) Certain Rights and Obligations of the
Collateral Agent. Without further consent or authorization from any Lenders, the Collateral Agent may execute any documents
or instruments necessary to release any lien encumbering any item of Collateral that is the subject of a sale or other disposition
of assets permitted by this Agreement or as otherwise permitted or required hereunder or to which the Required Lenders have otherwise
consented. Anything contained herein to the contrary notwithstanding, in the event of a foreclosure by the Collateral Agent on
any of the Collateral pursuant to a public or private sale, any Agent or Lender may be the purchaser of any or all of such Collateral
at any such sale and the Collateral Agent, as agent for and representative of the Lenders (but not any Lender in its individual
capacity unless the Required Lenders shall otherwise agree), shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of
the Secured Obligations as a credit on account of the purchase price for any collateral payable by the purchaser at such sale.


 




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(e) Collateral Agent, Securities Intermediary
and Collateral Administrator Fees and Expenses. The Company agrees to pay to the Collateral Agent, the Securities Intermediary
and the Collateral Administrator such fees as the Administrative Agent, the Collateral Agent, the Securities Intermediary, the
Collateral Administrator and the Portfolio Manager, may agree in writing, subject to the Priority of Payments. The Company further
agrees to pay to the Collateral Agent, the Securities Intermediary and the Collateral Administrator, or reimburse the Collateral
Agent, the Securities Intermediary and the Collateral Administrator for paying, reasonable and documented out-of-pocket expenses,
including attorney's fees, in connection with this Agreement and the transactions contemplated hereby, subject to the Priority
of Payments.


 


(f) Execution by the Collateral Agent,
the Collateral Administrator and the Securities Intermediary. The Collateral Agent, the Collateral Administrator and the Securities
Intermediary are executing this Agreement solely in their capacity as Collateral Agent, Collateral Administrator and Securities
Intermediary hereunder and in no event shall have any obligation to make any Advance, provide any Advance or perform any obligation
of the Administrative Agent or the Lenders hereunder.


 


(g) Reports by the Collateral Administrator.
The Company hereby appoints U.S. Bank National Association as Collateral Administrator and directs the Collateral Administrator
to prepare the reports substantially in the form attached hereto as Exhibit B.


 


(h) Information Provided to Collateral
Agent, Collateral Administrator and Securities Intermediary. Without limiting the generality of any terms of this Section,
the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall not have liability for any failure, inability
or unwillingness on the part of the Portfolio Manager, the Administrative Agent, the Company or the Required Lenders to provide
accurate and complete information on a timely basis to the Collateral Agent, the Collateral Administrator or the Securities Intermediary,
as applicable, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability
for any inaccuracy or error in the performance or observance on the Collateral Agent's, Collateral Administrator's or the Securities
Intermediary's, as applicable, part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete
or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof.


 


(i) Instructions to Collateral Agent, Collateral
Administrator and Securities Intermediary. The Collateral Agent, Collateral Administrator and Securities Intermediary (each
in their respective capacities) agree to accept and act upon instructions or directions pursuant to this Agreement or any other
related transaction document sent by unsecured email, facsimile transmission or other similar unsecured electronic methods, provided,
however, that any Person providing such instructions or directions shall provide to the Collateral Agent, the Collateral Administrator
or the Securities Intermediary, as applicable, an incumbency certificate listing authorized officers designated to provide such
instructions or directions, which incumbency certificate shall be amended whenever a person is added or deleted from the listing.
If such person elects to give the Collateral Agent, the Collateral Administrator or the Securities Intermediary, as applicable,
email or facsimile instructions (or instructions by a similar electronic method) and the Collateral Agent, the Collateral Administrator
or the Securities Intermediary, as applicable, in its discretion elects to act upon such instructions, the Collateral Agent's,
the Collateral Administrator's or the Securities Intermediary's, as applicable, reasonable understanding of such instructions shall
be deemed controlling. The Collateral Agent, the Collateral Administrator and the Securities Intermediary (each in their respective
capacities) shall not be liable for any losses, costs or expenses arising directly or indirectly from their reliance upon and compliance
with its reasonable understanding of such instructions notwithstanding such instructions conflicting with or being inconsistent
with a subsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising
out of the use of such electronic methods to submit instructions and directions to the Collateral Agent, the Collateral Administrator
or the Securities Intermediary, including without limitation the risk of the Collateral Agent, the Collateral Administrator or
the Securities Intermediary, as applicable, acting on unauthorized instructions, and the risk of interception and misuse by third
parties.


 




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(j) Anti-Terrorism, Anti-Money Laundering.
To help fight the funding of terrorism and money laundering activities, the Collateral Agent will obtain, verify and record information
that identifies individuals or entities that establish a relationship or open an account with the Collateral Agent, the Collateral
Administrator or the Securities Intermediary, as applicable. The Collateral Agent will ask for the name, address, tax identification
number and other information that will allow the Collateral Agent to identify the individual or entity who is establishing the
relationship or opening the account. The Collateral Agent may also ask for formation documents such as articles of incorporation,
an offering memorandum or other identifying documents to be provided.


 


ARTICLE X

MISCELLANEOUS


 


SECTION 10.01. Lenders' Representations;
Non-Petition; Limited Recourse.


 


(a) Each Lender represents that it is a "qualified
purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended


 


(b) Each of the Collateral Agent, the Securities
Intermediary, the Collateral Administrator and the Portfolio Manager hereby agrees not to commence, or join in the commencement
of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings,
in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after
the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties
hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek
and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy,
winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up,
liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding;
provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit
the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described
in this Section that was instituted by the Company or against the Company by any Person other than a party hereto.


 


(c) Notwithstanding any other provision of
this Agreement, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this
Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of
the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement
of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and
understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of
the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by
any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any
of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations,
covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, and that any
and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements,
either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director,
member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this
Agreement.


 




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SECTION 10.02. Notices. All notices
and other communications in respect hereof (including, without limitation, any modifications hereof, or requests, waivers or consents
hereunder) to be given or made by a party hereto shall be in writing (including by electronic mail or other electronic messaging
system of .pdf or other similar files) to the other parties hereto at the addresses for notices specified on the Transaction Schedule
(or, as to any such party, at such other address as shall be designated by such party in a notice to each other party hereto).
All such notices and other communications shall be deemed to have been duly given when (a) transmitted by facsimile, (b) personally
delivered, (c) in the case of a mailed notice, upon receipt, or (d) in the case of notices and communications transmitted by electronic
mail or any other electronic messaging system, upon delivery, in each case given or addressed as aforesaid.


 


SECTION 10.03. No Waiver. No failure
on the part of any party hereto to exercise and no delay in exercising, and no course of dealing with respect to, any right, power
or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power
or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
The remedies provided herein are cumulative and not exclusive of any remedies provided by law.


 


SECTION 10.04. Expenses; Indemnity;
Damage Waiver; Right of Setoff.


 


(a) The Company shall pay (1) all fees and
reasonable and documented out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary
and their Related Parties, including the reasonable and documented fees, charges and disbursements of outside counsel for each
Agent, the Collateral Administrator and the Securities Intermediary, and such other local counsel as required for the Agents, the
Collateral Administrator and the Securities Intermediary, collectively, in connection with the preparation and administration of
this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether
or not the transactions contemplated hereby or thereby shall be consummated) and (2) all reasonable and documented out-of-pocket
expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and the Lenders, including the fees,
charges and disbursements of outside counsel for each Agent, the Collateral Administrator, the Securities Intermediary and such
other local counsel as required for all of them, in connection herewith, including the enforcement or protection of their rights
in connection with this Agreement or any other Loan Document, including their rights under this Section, or in connection with
the Advances provided by them hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Advances.


 




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(b) The Company shall indemnify the Agents,
the Collateral Administrator, the Securities Intermediary, the Lenders and each Related Party of any of the foregoing persons (each
such person being called an "Indemnitee"), against, and hold each Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses, including the fees, charges and disbursements of outside counsel for each Indemnitee
and such other local counsel as required for any Indemnitees, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (1) the execution or delivery of this Agreement or any other Loan Document or any agreement
or instrument contemplated thereby, the performance by the parties thereto of their respective obligations (including, without
limitation, any breach of any representation or warranty made by the Company or the Portfolio Manager hereunder or thereunder (for
the avoidance of doubt, after giving effect to any limitation included in any such representation or warranty relating to materiality
or causing a Material Adverse Effect)) or the exercise of the parties thereto of their respective rights or the consummation of
the transactions contemplated hereby or thereby, (2) any Advance or the use of the proceeds therefrom, or (3) any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory and regardless of whether any Indemnitee is a party thereto or is pursuing or defending any such action; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence, fraud, reckless disregard or willful misconduct of such Indemnitee or (ii) with respect to the Lenders,
relate to the performance of the Portfolio Investments. This Section 10.04(b) shall not apply with respect to Taxes other than
any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 


(c) To the extent permitted by Applicable
Law, neither the Company nor any Indemnitee shall assert, and each hereby waives, any claim against the Company or any Indemnitee,
as applicable, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement or any agreement, instrument or transaction contemplated
hereby, any Advance or the use of the proceeds thereof.


 


(d) If an Event of Default shall have occurred
and be continuing and the Advances then outstanding shall have been declared due and payable in accordance with Article VII, each
Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law,
to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other
obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Company against any of and
all the obligations of the Company now or hereafter existing under this Agreement held by such Lender, irrespective of whether
or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of
each Lender under this clause (d) are in addition to other rights and remedies (including other rights of setoff) which such Lender
may have.


 


SECTION 10.05. Amendments. No
amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including, without limitation,
a writing evidenced by a facsimile transmission or electronic mail) and executed by each of the Company, the Agents, the Collateral
Administrator, the Securities Intermediary the Required Lenders and the Portfolio Manager; provided, however, that
any amendment to this Agreement that the Administrative Agent determines in its commercially reasonable judgment is necessary to
effectuate the purposes of Section 1.04 hereof following the occurrence of a Market Value Event and which would not result in an
increase or decrease in the rights, duties or liabilities of the Portfolio Manager shall not be required to be executed by the
Portfolio Manager (other than any amendment or modification to the third through fifth paragraph of Section 1.04, which shall require
the written consent of the Portfolio Manager); provided, further, that the Administrative Agent may waive any of
the Eligibility Criteria and the requirements set forth in Schedule 3 or Schedule 4 in its sole discretion; provided, further,
that none of the Collateral Agent, the Collateral Administrator or the Securities Intermediary shall be required to execute any
amendment that affects its rights, duties, protections or immunities.


 




    	 	- 62 -	 



     


    

 


SECTION 10.06. Successors; Assignments.


 


(a) The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except
that the Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent
of the Portfolio Manager, the Administrative Agent and each Lender (and any attempted assignment or transfer by the Company without
such consent shall be null and void). If the Company or the Portfolio Manager request in writing that the Administrative Agent
consent to an assignment of the obligations of the Portfolio Manager hereunder or under the Portfolio Management Agreement, the
Administrative Agent shall use commercially reasonable efforts to respond to such request within ten (10) Business Days following
its receipt of such request. The Administrative Agent shall have no liability for any failure to respond to any such request. Except
as expressly set forth herein, nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person any
legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b) Subject to the conditions set forth below,
any Lender may assign to any other Person, all or a portion of its rights and obligations under this Agreement (including all or
a portion of its Financing Commitment and the Advances at the time owing to it) with the prior written consent (such consent not
to be unreasonably withheld) of the Administrative Agent; provided that no consent of the Administrative Agent shall be
required for an assignment of any Financing Commitment to an assignee that is a Lender (or any Affiliate thereof) with a Financing
Commitment immediately prior to giving effect to such assignment.


 


Assignments shall be subject to the following
additional conditions: (A) each partial assignment shall be made as an assignment of a proportionate part of all the assigning
Lender's rights and obligations under this Agreement and (B) the parties to each assignment shall execute and deliver to the Administrative
Agent an assignment and assumption agreement in form and substance acceptable to the Administrative Agent.


 


Subject to acceptance and recording thereof
below, from and after the effective date specified in each assignment and assumption the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such assignment and assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such assignment and assumption,
be released from its obligations under this Agreement (and, in the case of an assignment and assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto as a Lender but shall continue
to be entitled to the benefits of Sections 5.03 and 10.04).


 


The Administrative Agent, acting for this
purpose as an agent of the Company, shall maintain at one of its offices a copy of each assignment and assumption delivered to
it and a register for the recordation of the names and addresses of the Lenders, and the Financing Commitment of, and principal
amount of the Advances owing to, each Lender pursuant to the terms hereof from time to time (the "Register").
The entries in the Register shall be conclusive absent manifest error, and the parties hereto shall treat each Person whose name
is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Company, any Lender (with respect to its own interests)
and the Portfolio Manager, at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of a duly
completed assignment and assumption executed by an assigning Lender and an assignee, the Administrative Agent shall accept such
assignment and assumption and record the information contained therein in the Register.


 




    	 	- 63 -	 



     


    

 


(c) Any Lender may, without the consent of
the Company or the Administrative Agent, sell participations to one or more banks or other entities (a "Lender Participant")
in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Financing Commitment
and the Advances owing to it); provided that (1) such Lender's obligations under this Agreement shall remain unchanged,
(2) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (3) the
Company, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification
or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Lender Participant, agree to any Material Amendment that affects such Lender Participant. As used
herein, "Material Amendment" means any amendment, modification or supplement to this Agreement that (i) increases
the Financing Commitment of any Lender, (ii) reduces the principal amount of any Advance or reduces the rate of interest thereon,
or reduces any fees payable hereunder, (iii) postpones the scheduled date of payment of the principal amount of any Advance, or
any interest thereon, or any other amounts payable hereunder, or reduces the amount of, waives or excuses any such payment, or
postpones the scheduled date of expiration of any Financing Commitment, (iv) changes any provision in a manner that would alter
the pro rata sharing of payments required hereby, or (v) changes any of the provisions of this Section or the definition of "Required
Lenders" or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder.


 


(d)          Each
Lender that sells a participation shall, acting solely for this purpose as an agent of the Company, maintain a register on which
it enters the name and address of each Lender Participant and the principal amounts (and stated interest) of each Lender Participant's
interest in the Advances or other obligations under this Agreement (the "Participant Register"); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of
any Lender Participant or any information relating to a Lender Participant's interest in any commitments, loans, letters of credit
or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish
that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender
shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes
of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity
as Administrative Agent) shall have no responsibility for maintaining a Participant Register. The Company agrees that each Participant
shall be entitled to the benefits of Sections 3.01(e) and 3.03 (subject to the requirements and limitations therein, including
the requirements under Section 3.03(f) (it being understood that the documentation required under Section 3.03(f) shall be delivered
to the Lender that sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (d) of this Section; provided that such Participant (A) agrees to be subject to the provisions of
Section 3.01(f) relating to replacement of Lenders as if it were an assignee under paragraph (b) of this Section 10.06; and (B)
shall not be entitled to receive any greater payment under Sections 3.01(e) and 3.03, with respect to any participation,
than the Lender that sells the participation would have been entitled to receive, except to the extent such entitlement to receive
a greater payment results from a Change in Law that occurs after the Lender or the Participant acquired the applicable participation.
Each Lender that sells a participation agrees, at the Company's request and expense, to use reasonable efforts to cooperate with
the Company to effectuate the replacement of Lenders provisions set forth in Section 3.01(f) with respect to any Participant.


 




    	 	- 64 -	 



     


    

 


SECTION 10.07. Governing Law; Submission
to Jurisdiction; Etc. 


 


(a) Governing Law. This Agreement will
be governed by and construed in accordance with the law of the State of New York.


 


(b) Submission to Jurisdiction. With
respect to any suit, action or proceedings relating to this Agreement (collectively, "Proceedings"), each party
hereto irrevocably (i) submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States
District Court located in the Borough of Manhattan in New York City and (ii) waives any objection which it may have at any
time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought
in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have
any jurisdiction over such party. Nothing in this Agreement precludes any party hereto from bringing Proceedings in any other jurisdiction,
nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.


 


(c) Waiver of Jury Trial. EACH OF THE
PARTIES HERETO AND THE ADMINISTRATIVE AGENT ON BEHALF OF THE FINANCING PROVIDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


SECTION
10.08. Interest Rate Limitation Notwithstanding anything herein to the contrary, if at any time the interest rate
applicable to any Advance, together with all fees, charges and other amounts which are treated as interest on such Advance
under Applicable Law (collectively the "Charges"), shall exceed the maximum lawful rate (the
"Maximum Rate") which may be contracted for, charged, taken, received or reserved by the Lender holding such
Advance in accordance with Applicable Law, the rate of interest payable in respect of such Advance hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Advance but were not payable as a result of the operation of this
Section 10.08 shall be cumulated and the interest and Charges payable to such Lender in respect of other Advances or
periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest
thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.


 


SECTION
10.09. PATRIOT Act Each Lender and Agent that is subject to the requirements of the PATRIOT Act hereby notifies the
Company that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that
identifies the Company, which information includes the name and address of the Company and other information that will allow
such Lender or Agent to identify the Company in accordance with the PATRIOT Act.


 


SECTION 10.10. Counterparts. This
Agreement may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall
be deemed to be an original as against the party whose signature appears thereon, and all of which shall together constitute one
and the same instrument.


 




    	 	- 65 -	 



     


    

 


SECTION 10.11. Headings. Article
and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement
and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


SECTION 10.12. Acknowledgement and
Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other
agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender
that is an EEA Financial Institution arising under this Agreement may be subject to the Write-Down and Conversion Powers of an
EEA 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 EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender
that is an EEA Financial Institution; and


 


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


 


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


 


(2) a conversion of all, or a portion of, such liability
into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, 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


 


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


 


As used herein:


 


"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 EEA Financial Institution.


 


"Bail-In Legislation" means,
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 for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule.


 


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


 


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


 


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


 




    	 	- 66 -	 



     


    

 


"EU Bail-In Legislation Schedule"
means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from
time to time.


 


"Write-Down and Conversion Powers"
means, 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.


 


[remainder of page intentionally blank]


 




    	 	- 67 -	 



     


    

 


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


 


	 	34TH STREET FUNDING, LLC, as Company
	 	 
	 	By	/s/ Michael A. Reisner
	 	Name: Michael A. Reisner
	 	Title: Co-President and Co-CEO
	 	 
	 	CĪON investment management, llc, as Portfolio Manager
	 	 
	 	By	/s/ Michael A. Reisner
	 	Name: Michael A. Reisner
	 	Title: Co-President and Co-CEO


 




    	 	 	 



     


    

 


	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent
	 	 
	 	By	/s/ Louis Cerrotta
	 	Name: Louis Cerrotta
	 	Title: Executive Director


 






    	 	 	 



     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent
	 	 
	 	By	/s/ Gayle Filomia
	 	Name: Gayle Filomia
	 	Title: Vice President
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary
	 	 
	 	By	/s/ Gayle Filomia
	 	Name: Gayle Filomia
	 	Title: Vice President
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Collateral Administrator
	 	 
	 	By	/s/ Gayle Filomia
	 	Name: Gayle Filomia
	 	Title: Vice President
	 	 
	 	The Lenders
	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender
	 	 
	 	By	/s/ Louis Cerrotta
	 	Name: Louis Cerrotta
	 	Title: Executive Director


 




    	 	 	 



     


    

 


SCHEDULE 1


 


Transaction Schedule


 


	1.	Lenders	 	Financing Commitment
	 	 	 	 
	 	Lender:	JPMorgan Chase Bank, National Association	
        U.S.$150,000,000, as reduced from time to time pursuant to Section
        4.07, available as follows:

         

        Up to U.S.$125,000,000 may be funded as term Advances in accordance
        with the terms hereof; and

         

        Up to U.S.$25,000,000 may be funded as revolving Advances in
        accordance with the terms hereof



 


	2.	Scheduled Termination Date:	August 23, 2020
	 	 	 
	3.	Interest Rates	 
	 	 	 
	 	Applicable Margin for Advances:	
        With respect to interest based on the LIBO Rate, 3.50% per annum
        (subject to increase in accordance with Section 3.01(b)).

        With respect to interest based on the Base Rate, 3.50% per annum
        (subject to increase in accordance with Section 3.01(b)).

	 	 	 
	4.	Account Numbers	 
	 	 	 
	 	Custodial Account:	[*]  
	 	Collection Account:	[*]    
	 	MV Cure Account:	[*]    
	 	Unfunded Exposure Account:	[*]    
	 	 	 
	5.	Market Value Trigger:	178.6%
	 	 	 
	6.	Market Value Cure Trigger	192.3%
	 	 	 
	7.	Purchases of Restricted Securities	 
	 	 	 
	 	Notwithstanding anything herein to the contrary, no Portfolio Investment may constitute, at the time of initial purchase, a Restricted Security.  As used herein, "Restricted Security" means any security that forms part of a new issue of publicly or privately issued securities (a) with respect to which an Affiliate of any Lender that is a "broker" or a "dealer", within the meaning of the Securities Exchange Act of 1934, participated in the distribution as a member of a selling syndicate or group within 30 days of the proposed purchase by the Company and (b) which the Company proposes to purchase from any such Affiliate of any Lender.  


 




    	 	 	 



     


    

 


	
        Addresses for Notices

         

	The Company:	
        34th Street Funding, LLC

        3 Park Avenue, 36th Floor

        New York, New York 10016

        
	
        Attn: Credit Team

        Email: CIONAgentNotices@iconinvestments.com

         

	 	 	 
	The Portfolio Manager:	
        CĪON Investment
        Management, LLC

        3 Park Avenue, 36th Floor

        New York, New York 10016

        
	
        Attn: Keith Franz

        Email: Kfranz@iconinvestments.com

         

	 	 	 
	The Administrative Agent:	
        JPMorgan Chase Bank, National Association

        c/o JPMorgan Services Inc.

        500 Stanton Christiana Rd., 3rd Floor

        Newark, Delaware 19713
	
        Attention: Ryan Hanks

        Telephone: (302) 634-2030

         

         

	 	 	 
	 	
        with a copy to

         
	 
	 	
        JPMorgan Chase Bank, National Association

        383 Madison Ave.

        New York, New York 10179
	
        Attention: Louis Cerrotta

        Telephone: 212-622-7092

        Email:

        louis.cerrotta@jpmorgan.com

        larry.w.wise@jpmorgan.com

        Ji.Han@jpmchase.com

        ruchira.patel@jpmorgan.com

        Jason.E.Adler@jpmchase.com

        Allison.Shapiro@jpmorgan.com

        Ravi.d.Sarawgi@jpmorgan.com

        Arthur.Flynn@jpmorgan.com

        ct.financing.requests@jpmorgan.com

        de_custom_business@jpmorgan.com

        Jacob.s.pollack@jpmorgan.com 

	 	 	 
	The Collateral Agent:	
        U.S. Bank National Association

        One Federal Street, 3rd Floor

        Boston, Massachusetts 02110
	
        Attention: Gayle Filomia

        Telephone: 671-603-6499

        Email: gayle.filomia@usbank.com

	 	 	 
	The Securities Intermediary:	
        U.S. Bank National Association

        One Federal Street, 3rd Floor

        Boston, Massachusetts 02110
	
        Attention: Gayle Filomia

        Telephone: 671-603-6499

        Email: gayle.filomia@usbank.com



 




    	 	- 2 -	 



     


    

 


	The Collateral Administrator:	
        U.S. Bank National Association

        One Federal Street, 3rd Floor

        Boston, Massachusetts 02110
	
        Attention: Gayle Filomia

        Telephone: 671-603-6499

        Email: gayle.filomia@usbank.com

	 	 	 
	JPMCB:	
        JPMorgan Chase Bank, National Association

        c/o JPMorgan Services Inc.

        500 Stanton Christiana Rd., 3rd Floor

        Newark, Delaware 19713
	
        Attention: Robert Nichols

        Facsimile: (302) 634-1092

	 	
        with a copy to:

         

        JPMorgan Chase Bank, National Association

        383 Madison Ave.

        New York, New York 10179
	
         

         

        Attention: Louis Cerrotta

        Telephone: 212-622-7092

	 	 	 
	Each other Lender:	The address (or facsimile number or electronic mail address) provided by it to the Administrative Agent.	 


 




    	 	- 3 -	 



     


    

 


SCHEDULE 2


 


Contents of Notices of Acquisition


 


Each Notice of Acquisition shall include the following information
for the related Portfolio Investment(s):


 


JPMorgan Chase Bank, National Association,


as Administrative Agent


c/o JPMorgan Services Inc.


500 Stanton Christiana Rd., 3rd Floor


Attention: Ryan Hanks


	Email:	ryan.j.hanks@jpmorgan.com


 


JPMorgan Chase Bank, National Association,


as Administrative Agent


383 Madison Avenue


New York, New York 10179


Attention: Louis Cerrotta


	Email:	louis.cerrotta@jpmorgan.com
	 	larry.w.wise@jpmorgan.com
	 	Ji.Han@jpmchase.com
	 	ruchira.patel@jpmorgan.com
	 	Jason.E.Adler@jpmchase.com
	 	Allison.Shapiro@jpmorgan.com
	 	Ravi.d.Sarawgi@jpmorgan.com
	 	Arthur.Flynn@jpmorgan.com
	 	ct.financing.requests@jpmorgan.com
	 	de_custom_business@jpmorgan.com
	 	Jacob.s.pollack@jpmorgan.com


 


JPMorgan Chase Bank, National Association,


as Lender


c/o JPMorgan Services Inc.


500 Stanton Christiana Rd., 3rd Floor


Newark, Delaware 19713


Attention: Ryan Hanks


 




    	 	 	 



     


    

 


cc:


 


U.S. Bank National Association, , as Collateral Agent


One Federal Street, 3rd Floor


Boston, Massachusetts 02110


 


U.S. Bank National Association, as Collateral Administrator


One Federal Street, 3rd Floor


Boston, Massachusetts 02110


 


Ladies and Gentlemen:


 


Reference is hereby made to the Loan and
Security Agreement, dated as of August 26, 2016 (as amended, the "Agreement"), among 34th Street Funding, LLC,
as borrower (the "Company"), JPMorgan Chase Bank, National Association, as administrative agent (the "Administrative
Agent"), CĪON Investment Management, LLC, as portfolio manager (the
"Portfolio Manager"), the lenders party thereto and the collateral agent and securities intermediary party thereto.
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given such terms in the Agreement.


 


Pursuant to the Agreement, the Portfolio
Manager hereby [requests approval for the Company to acquire][notifies the Administrative Agent of the Company's intention to acquire]
the following Portfolio Investment(s):


 


	Obligor	Identifier

    (LoanX)	Tranche	Type (1st

    lien, 2nd

    lien)	Notional	Maturity

    Date	Fixed	Spread	LIBOR

    Floor	Price	Moody's Industry

    Classification1	Proposed

    Settlement Date
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


To the extent available, we have included
herewith (1) the material underlying instruments (including the collateral and security documents) relating to each such Portfolio
Investment, (2) audited financial statement for the previous most recently ended three years of the obligor of each such Portfolio
Investment, (3) quarterly statements for the previous most recently ended eight fiscal quarters of the obligor of each such Portfolio
Investment, (4) any appraisal or valuation reports conducted by third parties in connection with the proposed investment by the
Company, (5) applicable "proof of existence" details (if requested by the Administrative Agent) and (6) the ratio of
indebtedness to EBITDA as calculated by the Portfolio Manager. The Portfolio Manager acknowledges that it will provide such other
information from time to time reasonably requested by the Administrative Agent.


 





 



1
Per Schedule 7 of the Agreement.


 




    	 	- 2 -	 



     


    

 


We hereby certify that all conditions to
the Purchase of such Portfolio Investment(s) set forth in Section 1.03 of the Agreement are satisfied.


 


	 	Very truly yours,
	 	 
	 	CĪON INvestment Management, LLC, as Portfolio Manager
	 	 
	 	By	 
	 	Name:
	 	Title:


 




    	 	- 3 -	 



     


    

 


SCHEDULE 3


 


Eligibility Criteria


 


		1.	Such obligation is a Loan or a debt security and is
not a Synthetic Security, a Zero-Coupon Security, a Structured Finance Obligation, a Participation Interest (other than Initial
Portfolio Investments), a Revolving Loan, a Mezzanine Obligation (or, for the avoidance of doubt, any other unsecured obligation
of an obligor) or a Letter of Credit.



 


		2.	Except in the case of a Delayed Funding Term Loan,
such obligation does not require the making of any future advance or payment by the Company to the issuer thereof or any related
counterparty.



 


		3.	Such obligation is eligible to be entered into by,
sold or assigned to the Company and pledged to the Collateral Agent.



 


		4.	Such obligation is denominated and payable in U.S.
dollars and purchased at a price that is at least 80% of the par amount of such obligation.



 


		5.	Such obligation is issued by a company organized in
an Eligible Jurisdiction.



 


		6.	It is an obligation upon which no payments are subject
to deduction or withholding for or on account of any withholding Taxes imposed by any jurisdiction unless the related obligor
is required to make "gross-up" payments that cover the full amount of any such withholding Taxes (subject to customary
conditions to such payments which the Company (or the Portfolio Manager on behalf of the Company) in its good faith reasonable
judgment expects to be satisfied); provided that this clause 6 shall not apply to commitment fees and other similar fees
associated with a Delayed Funding Term Loan.



 


		7.	Such obligation is not subject to an event of default
(as defined in the underlying instruments for such obligation) in accordance with its terms (including the terms of its underlying
instruments after giving effect to any grace and/or cure period set forth in the related loan agreement, but not to exceed five
(5) days) and no Indebtedness of the obligor thereon ranking pari passu with or senior to such obligation is in default
with respect to the payment of principal or interest for which the lenders for such pari passu Indebtedness have elected
to accelerate such Indebtedness, which such default would trigger a default under the related loan agreement (after giving effect
to any grace and/or cure period set forth in the related loan agreement, but not to exceed five (5) days) (a "Defaulted
Obligation").



 


		8.	The timely repayment of such obligation is not subject
to non-credit-related risk as determined by the Portfolio Manager in its good faith and reasonable judgment.



 


		9.	It is not at the time of purchase or commitment to
purchase the subject of an offer other than an offer pursuant to the terms of which the offeror offers to acquire a debt obligation
in exchange for consideration consisting solely of cash in an amount equal to or greater than the full face amount of such debt
obligation plus any accrued and unpaid interest.



 


		10.	Such obligation is not an equity security and does
not provide, on the date of acquisition, for conversion or exchange at any time over its life into an equity security.



 


		11.	Such obligation provides for periodic payments of
interest thereon in cash at least semi-annually.



 




    	 	 	 



     


    

 


		12.	Such obligation will not cause the Company to be required
to register as an investment company under the Investment Company Act of 1940, as amended.



 


The following capitalized terms used in
this Schedule 3 shall have the meanings set forth below:


 


"Eligible Jurisdictions"
means the United States and Canada.


 


"Letter
of Credit" means a facility whereby (i) a fronting bank ("LOC Agent Bank") issues or will issue a letter
of credit ("LC") for or on behalf of a borrower pursuant to an underlying instrument, (ii) if the LC is drawn upon, and
the borrower does not reimburse the LOC Agent Bank, the lender/participant is obligated to fund its portion of the facility and
(iii) the LOC Agent Bank passes on (in whole or in part) the fees and any other amounts it receives for providing the LC to the
lender/participant.


 


"Structured Finance Obligation"
means any obligation issued by a special purpose vehicle and secured directly by, referenced to, or representing ownership of,
a pool of receivables or other financial assets of any obligor, including collateralized debt obligations and mortgage-backed securities.


 


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


 


"Zero-Coupon Security"
means any debt security that by its terms (a) does not bear interest for all or part of the remaining period that it is outstanding
or (b) pays interest only at its stated maturity.


 




    	 	- 2 -	 



     


    

 


SCHEDULE 4


 


Concentration Limitations


 


The "Concentration Limitations" shall be satisfied
on any date of determination if, in the aggregate, the Portfolio Investments owned (or in relation to a proposed purchase of a
Portfolio Investment, proposed to be owned) by the Company comply with all the requirements set forth below:


 


		1.	Not more than U.S.$16,670,000 aggregate funded principal
amount and Unfunded Exposure Amount, collateralized or uncollateralized, of Portfolio Investments may be issued by a single obligor
and its affiliates; provided that Portfolio Investments issued by up to two obligors and their respective affiliates may
constitute up to an aggregate funded principal amount and Unfunded Exposure Amount, collateralized or uncollateralized, equal
to U.S.$25,000,000.



 


		2.	Not less than 50% of the Collateral Principal Amount
may consist of cash, Eligible Investments representing Principal Proceeds and Senior Secured Loans (funded and unfunded).



 


		3.	Not more than 20% of the Collateral Principal Amount
may consist of Portfolio Investments (funded and unfunded) whose obligors are organized in Canada.



 


		4.	Not more than 20% of the Collateral Principal Amount
may consist of Portfolio Investments (funded and unfunded) that are issued by obligors that belong to the same Moody's Industry
Classification. As used herein, "Moody's Industry Classifications"
means the industry classifications set forth in Schedule 7 hereto, as such industry classifications shall be updated at the option
of the Portfolio Manager (with the consent of the Administrative Agent) if Moody's publishes revised industry classifications.



 


		5.	The Unfunded Exposure Amount, collateralized or uncollateralized,
shall not exceed 5% of the Collateral Principal Amount.



 




    	 	 	 



     


    

 


SCHEDULE 5


Portfolio Investments


 


[RESERVED]


 




    	 	 	 



     


    

 


SCHEDULE 6


Participation Interests


 


[RESERVED]


 




    	 	 	 



     


    

 


SCHEDULE 7


 


	Moody's Industry Classifications
	
        Industry

        Code
	 	Description
	1	 	Aerospace & Defense
	2	 	Automotive
	3	 	Banking, Finance, Insurance & Real Estate
	4	 	Beverage, Food & Tobacco
	5	 	Capital Equipment
	6	 	Chemicals, Plastics & Rubber
	7	 	Construction & Building
	8	 	Consumer goods:  Durable
	9	 	Consumer goods:  Non-durable
	10	 	Containers, Packaging & Glass
	11	 	Energy:  Electricity
	12	 	Energy:  Oil & Gas
	13	 	Environmental Industries
	14	 	Forest Products & Paper
	15	 	Healthcare & Pharmaceuticals
	16	 	High Tech Industries
	17	 	Hotel, Gaming & Leisure
	18	 	Media: Advertising, Printing & Publishing
	19	 	Media:  Broadcasting & Subscription
	20	 	Media:  Diversified & Production
	21	 	Metals & Mining
	22	 	Retail
	23	 	Services:  Business
	24	 	Services:  Consumer
	25	 	Sovereign & Public Finance
	26	 	Telecommunications
	27	 	Transportation:  Cargo
	28	 	Transportation:  Consumer
	29	 	Utilities:  Electric
	30	 	Utilities:  Oil & Gas
	31	 	Utilities:  Water
	32	 	Wholesale


 




    	 	 	 



     


    

 


EXHIBIT A


 


Form of Request for Advance


 


JPMorgan Chase Bank, National Association,


as Administrative Agent


c/o JPMorgan Services Inc.


500 Stanton Christiana Rd., 3rd Floor


Attention: Ryan Hanks


JPMorgan Chase Bank, National Association,


as Administrative Agent


383 Madison Avenue


New York, New York 10179


Attention: Louis Cerrotta


	Email:	louis.cerrotta@jpmorgan.com
	 	larry.w.wise@jpmorgan.com
	 	Ji.Han@jpmchase.com
	 	ruchira.patel@jpmorgan.com
	 	Jason.E.Adler@jpmchase.com
	 	Allison.Shapiro@jpmorgan.com
	 	Ravi.d.Sarawgi@jpmorgan.com
	 	Arthur.Flynn@jpmorgan.com
	 	ct.financing.requests@jpmorgan.com
	 	de_custom_business@jpmorgan.com
	 	Jacob.s.pollack@jpmorgan.com


 


JPMorgan Chase Bank, National Association,


as Lender


c/o JPMorgan Services Inc.


500 Stanton Christiana Rd., 3rd Floor


Newark, Delaware 19713


Attention: Robert Nichols


 


cc:


 


U.S. Bank National Association, , as Collateral Agent


One Federal Street, 3rd Floor


Boston, Massachusetts 02110


 


U.S. Bank National Association, as Collateral Administrator


One Federal Street, 3rd Floor


Boston, Massachusetts 02110


 


Ladies and Gentlemen:


 


Reference is hereby made to the Loan and Security
Agreement, dated as of August 26, 2016 (as amended, the "Agreement"), among 34th Street Funding, LLC, as borrower
(the "Company"), JPMorgan Chase Bank, National Association, as administrative agent (the "Administrative
Agent"), CĪON Investment Management, LLC, as portfolio manager (the
"Portfolio Manager"), the lenders party thereto, and the collateral agent and securities intermediary party thereto.
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given such terms in the Agreement.


 




    	 	 	 



     


    

 


Pursuant to the Agreement, you are hereby
notified of the following:


 


(1)         The
Company hereby requests an Advance under Section 2.03 of the Agreement to be funded on [____________].


 


(2)         The
aggregate amount of the Advance requested hereby is U.S.$[_________].2


 


(3)         The
proposed purchases (if any) relating to this request are as follows:


 


	Security	 	Par	 	Price	 	Purchased Interest (if any)
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


We hereby certify that all conditions to
the Purchase of such Portfolio Investment(s) set forth in Section 1.03 of the Agreement have been satisfied or waived as of the
related Trade Date (and shall be satisfied or waived as of the related Settlement Date).


 


	 	Very truly yours,
	 	 
	 	34th Street Funding, LLC
	 	 
	 	By	 
	 	Name:
	 	Title:


 





 



2
Note: The requested Financing shall be in an amount such that, after giving effect thereto and the related purchase of the applicable
Portfolio Investment(s), the Borrowing Base Test is satisfied.


  




    	 	 	 



     


    

 


EXHIBIT B


 


Form of Reports


 


[RESERVED]


 




    	 	 	 



     


    

 


EXHIBIT C


 


FORMS OF U.S. TAX COMPLIANCE CERTIFICATES


 


EXHIBIT C-1


 


U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Loan and Security Agreement dated as of August 26, 2016 (as amended, restated, replaced, supplemented or otherwise
modified from time to time, the "Loan and Security Agreement"), among 34th Street Funding, LLC, as borrower
(the "Company"); CĪON Investment Management, LLC (the "Portfolio
Manager"); the Lenders party hereto; the Collateral Agent party hereto (in such capacity, the "Collateral Agent");
the Collateral Administrator party hereto (in such capacity, the "Collateral Administrator"); the Securities Intermediary
party hereto (in such capacity, the "Securities Intermediary"); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent"). Capitalized
terms used but not defined herein shall have the meanings given to them in the Loan and Security Agreement.


 


Pursuant to the provisions
of Section 3.03(f)(ii) of the Loan and Security Agreement, the undersigned hereby certifies that (i) it is the sole record
and beneficial owner of the Advance(s) in respect of which it is providing this certificate, (ii) it is not a "bank"
within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a "10 percent shareholder" of the Company within
the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a "controlled foreign corporation" related to the
Company as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished Administrative Agent and the Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E
(or an applicable successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on
this certificate changes, the undersigned shall promptly so inform Administrative Agent and the Company, and (2) the undersigned
shall have at all times furnished Administrative Agent and the Company with a properly completed and currently effective certificate
in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding
such payments.


 


	[NAME OF LENDER]	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 20[ ]


 




    	 	 	 



     


    

 


EXHIBIT C-2


 


U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax

Purposes)


 


Reference is hereby
made to the Loan and Security Agreement dated as of August 26, 2016 (as amended, restated, replaced, supplemented or otherwise
modified from time to time, the "Loan and Security Agreement"), among 34th Street Funding, LLC, as borrower
(the "Company"); CĪON Investment Management, LLC (the "Portfolio
Manager"); the Lenders party hereto; the Collateral Agent party hereto (in such capacity, the "Collateral Agent");
the Collateral Administrator party hereto (in such capacity, the "Collateral Administrator"); the Securities Intermediary
party hereto (in such capacity, the "Securities Intermediary"); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent"). Capitalized
terms used but not defined herein shall have the meanings given to them in the Loan and Security Agreement.


 


Pursuant to the provisions
of Section 3.03(f)(ii) of the Loan and Security Agreement, the undersigned hereby certifies that (i) it is the sole record
and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a "bank"
within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a "10 percent shareholder" of the Company within
the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a "controlled foreign corporation" related to the
Company as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8ECI, W-8BEN or W-8BEN-E (or
an applicable successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this
certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all
times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which
each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


	[NAME OF PARTICIPANT]	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 20[ ]


 




    	 	 	 



     


    

 


EXHIBIT C-3


 


U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Loan and Security Agreement dated as of August 26, 2016 (as amended, restated, replaced, supplemented or otherwise
modified from time to time, the "Loan and Security Agreement"), among 34th Street Funding, LLC, as borrower
(the "Company"); CĪON Investment Management, LLC (the "Portfolio
Manager"); the Lenders party hereto; the Collateral Agent party hereto (in such capacity, the "Collateral Agent");
the Collateral Administrator party hereto (in such capacity, the "Collateral Administrator"); the Securities Intermediary
party hereto (in such capacity, the "Securities Intermediary"); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent"). Capitalized
terms used but not defined herein shall have the meanings given to them in the Loan and Security Agreement.


 


Pursuant to the provisions
of Section 3.03(f)(ii) of the Loan and Security Agreement, the undersigned hereby certifies that (i) it is the sole record
owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are
the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of
its direct or indirect partners/members is a "bank" extending credit pursuant to a loan agreement entered into in the
ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect
partners/members is a "10 percent shareholder" of the Company within the meaning of Section 881(c)(3)(B) the Code, and
(v) none of its direct or indirect partners/members is a "controlled foreign corporation" related to the Company as described
in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E (or an applicable successor form), or (ii)
an IRS Form W-8IMY accompanied by an IRS Form W-8ECI, W-8BEN or W-8BEN-E (or an applicable successor form) from each of such partner's/member's
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender, and (2) the
undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either
the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such
payments.


 


	[NAME OF PARTICIPANT]	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 20[ ]


 




    	 	 	 



     


    

 


EXHIBIT C-4


 


U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Loan and Security Agreement dated as of August 26, 2016 (as amended, restated, replaced, supplemented or otherwise
modified from time to time, the "Loan and Security Agreement"), among 34th Street Funding, LLC, as borrower
(the "Company"); CĪON Investment Management, LLC (the "Portfolio
Manager"); the Lenders party hereto; the Collateral Agent party hereto (in such capacity, the "Collateral Agent");
the Collateral Administrator party hereto (in such capacity, the "Collateral Administrator"); the Securities Intermediary
party hereto (in such capacity, the "Securities Intermediary"); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent"). Capitalized
terms used but not defined herein shall have the meanings given to them in the Loan and Security Agreement.


 


Pursuant to the provisions
of Section 3.03(f)(ii) of the Loan and Security Agreement, the undersigned hereby certifies that (i) it is the sole record
owner of the Advance(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are
the sole beneficial owners of such Advance(s), (iii) with respect to the extension of credit pursuant to the Loan and Security
Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a "bank"
extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of
Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a "10 percent shareholder"
of the Company within the meaning of Section 881(c)(3)(B) of the Code, and (v) none of its direct or indirect partners/members
is a "controlled foreign corporation" related to the Company as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished Administrative Agent and the Company with IRS Form W-8IMY accompanied by one of the following forms from each of its
partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E (or an applicable successor
form), or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8ECI, W-8BEN or W-8BEN-E (or an applicable successor form) from
each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform
Administrative Agent and the Company, and (2) the undersigned shall have at all times furnished Administrative Agent and the Company
with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to
the undersigned, or in either of the two calendar years preceding such payments.


 


	[NAME OF LENDER]	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 20[ ]