EXECUTION VERSION


 





FIFTEENTH AMENDMENT TO LOAN AND SERVICING
AGREEMENT

(Senior Loan Fund II LLC)


 


THIS FIFTEENTH AMENDMENT
TO LOAN AND SERVICING AGREEMENT, dated as of January 1, 2020 (this “Amendment”), is entered into by and
among SENIOR LOAN FUND II LLC, as the Borrower (the “Borrower”), SENIOR LOAN FUND LLC, as the Transferor, SENIOR
LOAN FUND LLC, as the Servicer in effect prior to the date hereof, GC ADVISORS LLC, as the Servicer in effect on and after the
date hereof (individually or collectively, as the context requires, the “Servicer”), the Institutional Lender
identified on the signature pages hereto, WELLS FARGO BANK, N.A., as the Collateral Agent, the Account Bank and the Collateral
Custodian, and WELLS FARGO BANK, N.A., as the Administrative Agent (in such capacity, the “Administrative Agent”).


 


R E C I T A L S


 


WHEREAS, the above-named
parties (together with certain other parties) have entered into that certain Loan and Servicing Agreement, dated as of January 17,
2014 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and among the
Borrower, the Transferor, the Servicer, each of the Conduit Lenders and Institutional Lenders from time to time party thereto,
each of the Lender Agents from time to time party thereto, the Collateral Agent, the Account Bank, the Administrative Agent and
the Collateral Custodian; and


 


WHEREAS, pursuant
to and in accordance with Section 11.01 of the Agreement, the parties hereto desire to amend the Agreement in certain respects
as provided herein.


 


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


 


SECTION
1.    Definitions.


 


Each capitalized term
used but not defined herein has the meaning ascribed thereto in the Agreement.


 


SECTION
2.    Amendments.


 


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


 


SECTION
3.    Agreement in Full Force and Effect as Amended.


 


Except as specifically
amended hereby, all provisions of the Agreement shall remain in full force and effect. This Amendment shall not be deemed to expressly
or impliedly waive, amend or supplement any provision of the Agreement other than as expressly set forth herein and shall not
constitute a novation of the Agreement.


 






    


     


    

 


SECTION
4.    Representations and Warranties.


 


The Borrower hereby
represents and warrants as of the date of this Amendment as follows:


 


(a)            this
Amendment has been duly executed and delivered by it;


 


(b)            this
Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors’ rights generally or by general principles of equity; and


 


(c)            there
is no Event of Default, Unmatured Event of Default (to the knowledge of the Borrower), or Servicer Termination Event that is continuing
or would result from entering into this Amendment.


 


SECTION
5.    Conditions to Effectiveness.


 


The effectiveness
of this Amendment is subject to receipt by the Administrative Agent of (1) executed counterparts (or other evidence of execution,
including facsimile or other electronic signatures, satisfactory to the Administrative Agent) of this Amendment and (2) the
executed purchase agreement dated January 1, 2020 relating to the acquisition by GCBDC of the membership interests of Senior
Loan Fund LLC.


 


SECTION
6.    Miscellaneous.


 


(a)            This
Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same
or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute
one and the same agreement. Delivery by facsimile or electronic mail of an executed signature page of this Amendment shall
be effective as delivery of an executed counterpart hereof.


 


(b)            The
descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.


 


(c)            This
Amendment may not be amended or otherwise modified except as provided in the Agreement.


 


(d)            The
failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.


 


(e)            Whenever
the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the
plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine
and feminine.


 


(f)            This
Amendment represents the final agreement between the parties only with respect to the subject matter expressly covered hereby
and may not be contradicted by evidence of 


 






    2


     

    



 


prior, contemporaneous or subsequent oral agreements between
the parties. There are no unwritten oral agreements between the parties.


 


(g)            THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


[Signature Pages Follow]


 






    3


     

    

 


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


 


	BORROWER:	SENIOR LOAN FUND II LLC
	 	 
	 	By: Senior Loan Fund LLC, its designated manager
	 	 
	 	 
	 	By:	/s/ David B. Golub
	 	 	Name:	David B. Golub
	 	 	Title:	GCBDC Representative
	 	 
	 	 
	 	By:	/s/ Brian Butchko
	 	 	Name:	Brian Butchko
	 	 	Title:	RGA Reinsurance Company Representative  






 


	SERVICER IN EFFECT PRIOR TO FIFTEENTH AMENDMENT TO LOAN AND SERVICING
    AGREEMENT AND TRANSFEROR:	SENIOR LOAN FUND LLC
	 	 
		By:	/s/ David B. Golub
	 	 	Name:	David B. Golub
	 	 	Title:	GCBDC Representative      
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Brian Butchko
	 	 	Name:	Brian Butchko
	 	 	Title:	RGA Reinsurance Company Representative  






 


	SERVICER IN EFFECT ON AND AFTER FIFTEENTH AMENDMENT TO LOAN AND SERVICING
    AGREEMENT:	GC ADVISORS LLC
	 	 
	 	By:	/s/ Joshua M. Levinson
	 	 	Name:	Joshua M. Levinson
	 	 	Title:	Co-General Counsel & Chief Compliance Officer





 


[Signatures Continue
on the Following Page]


 


[Signature Page to
Fifteenth Amendment – SLF II]


 






    


     


    

 


	ADMINISTRATIVE AGENT:	WELLS FARGO BANK, N.A.
	 	 
	 	By:	/s/ Beale Pope
	 	 	Name:	Beale Pope
	 	 	Title:	Director
	 	 	 	 
	 	 	 	 
	INSTITUTIONAL LENDER:	WELLS FARGO BANK, N.A.
	 	 
	 	By:	/s/ Beale Pope
	 	 	Name:	Beale Pope
	 	 	Title:	Director
	 	 	 	 
	 	 	 	 
	COLLATERAL AGENT, ACCOUNT BANK AND COLLATERAL CUSTODIAN:	WELLS FARGO BANK, N.A.
	 	 
	 	By:	/s/ Rupinder Suri
	 	 	Name:	Rupinder Suri
	 	 	Title:	Vice President  





 


[Signature Page to
Fifteenth Amendment – SLF II] 


 






    


     


    

 


Appendix A


 


Conformed Loan and Servicing Agreement


 


[attached]


 






    


     


    

 


EXECUTION VERSION


 


Conformed through FourteenthFifteenth
Amendment dated 4/23/19January 1,
2020


 


 


Up to $104,700,000


 


LOAN AND SERVICING AGREEMENT


 


Dated as of January 17, 2014


 


Among


 


SENIOR LOAN FUND II LLC,

as the Borrower


 


SENIOR LOAN FUND LLC,

as the Transferor,


 


SENIOR
LOAN FUNDGC ADVISORS LLC,

as the Servicer,


 


WELLS FARGO BANK, N.A.,

as the Administrative Agent


 


EACH OF THE CONDUIT LENDERS AND INSTITUTIONAL
LENDERS FROM TIME TO TIME PARTY HERETO,

as the Lenders


 


EACH OF THE LENDER AGENTS FROM TIME TO
TIME PARTY HERETO,

as the Lender Agents


 


and


 


WELLS FARGO BANK, N. A.,

as the Collateral Agent, Account Bank and Collateral Custodian


 


 






    


     


    

 


TABLE
OF CONTENTS   




 





	 	 	 	Page
	 	 	 	 
	ARTICLE I.	DEFINITIONS	1
	Section 1.01	 	Certain
    Defined Terms	1
	Section 1.02	 	Other
    Terms	41
	Section 1.03	 	Computation
    of Time Periods	41
	Section 1.04	 	Interpretation	41
	Section 1.05	 	Nature
    of Obligations	4342
	ARTICLE II.	THE
    FACILITY	42
	Section 2.01	 	Variable
    Funding Note and Advances	42
	Section 2.02	 	Procedure
    for Advances	43
	Section 2.03	 	Determination
    of Yield	44
	Section 2.04	 	Remittance
    Procedures	45
	Section 2.05	 	Instructions
    to the Collateral Agent and the Account Bank	49
	Section 2.06	 	Borrowing
    Base Deficiency Payments	5049
	Section 2.07	 	Substitution
    and Sale of Loan Assets; Affiliate Transactions	5150
	Section 2.08	 	Payments
    and Computations, Etc	54
	Section 2.09	 	Non-Usage
    Fee	55
	Section 2.10	 	Increased
    Costs; Capital Adequacy	55
	Section 2.11	 	Taxes	57
	Section 2.12	 	Collateral
    Assignment of Agreements	58
	Section 2.13	 	Grant
    of a Security Interest	59
	Section 2.14	 	Evidence
    of Debt	6159
	Section 2.15	 	Survival
    of Representations and Warranties	62
	Section 2.16	 	Release
    of Loan Assets	62
	Section 2.17	 	Treatment
    of Amounts Received by the Borrower	62
	Section 2.18	 	Prepayment;
    Termination	6260
	Section 2.19	 	Extension
    of Stated Maturity Date and Reinvestment Period	61
	Section 2.20	 	Collections
    and Allocations	6361
	Section 2.21	 	Reinvestment
    of Principal Collections	62
	ARTICLE III.	CONDITIONS
    PRECEDENT	63
	Section 3.01	 	Conditions
    Precedent to Effectiveness	63







 






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	 	 	 	Page
	Section 3.02	 	Conditions Precedent to All Advances	64
	Section 3.03	 	Advances Do Not Constitute a Waive	66
	Section 3.04	 	Conditions to Pledges of Loan Asset	66
	ARTICLE IV.	REPRESENTATIONS AND WARRANTIES	67
	Section 4.01	 	Representations and Warranties of the Borrower	67
	Section 4.02	 	Representations and Warranties of the Borrower Relating to the Agreement and the Collateral
    Portfolio	74
	Section 4.03	 	Representations and Warranties of the Servicer	75
	Section 4.04	 	Representations and Warranties of the Collateral Agent	78
	Section 4.05	 	Representations and Warranties of each Lender	79
	Section 4.06	 	Representations and Warranties of the Collateral Custodian	79
	ARTICLE V.	GENERAL COVENANTS	80
	Section 5.01	 	Affirmative Covenants of the Borrower	80
	Section 5.02	 	Negative Covenants of the Borrower	86
	Section 5.03	 	Affirmative Covenants of the Servicer	88
	Section 5.04	 	Negative Covenants of the Servicer	92
	Section 5.05	 	Affirmative Covenants of the Collateral Agent	94
	Section 5.06	 	Negative Covenants of the Collateral Agent	94
	Section 5.07	 	Affirmative Covenants of the Collateral Custodian	94
	Section 5.08	 	Negative Covenants of the Collateral Custodian	94
	Section 5.09	 	Covenants of the Borrower Relating to Hedging of Loan Assets	102
	ARTICLE VI.	ADMINISTRATION AND SERVICING OF CONTRACTS	10295
	Section 6.01	 	Appointment and Designation of the Servicer	10295
	Section 6.02	 	Duties of the Servicer	97
	Section 6.03	 	Authorization of the Servicer	10699
	Section 6.04	 	Collection of Payments; Accounts	100
	Section 6.05	 	Realization Upon Loan Assets	101
	Section 6.06	 	Servicer Compensation	101
	Section 6.07	 	Payment of Certain Expenses by Servicer	101







  






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(continued)


  





	 	 	 	Page
	Section 6.08	 	Reports to the Administrative Agent; Account Statements; Servicer Information	102
	Section 6.09	 	Annual Statement as to Compliance	103
	Section 6.10	 	Annual Independent Public Accountant’s Servicing Reports	103
	Section 6.11	 	The Servicer Not to Resign	104
	ARTICLE VII.	EVENTS OF DEFAULT	104
	Section 7.01	 	Events of Default	104
	Section 7.02	 	Additional Remedies of the Administrative Agent	108
	ARTICLE VIII.	 	INDEMNIFICATION	109
	Section 8.01	 	Indemnities by the Borrower	109
	Section 8.02	 	Indemnities by Servicer	121112
	Section 8.03	 	Legal Proceedings	114
	Section 8.04	 	After-Tax Basis	114
	ARTICLE IX.	THE ADMINISTRATIVE AGENT AND LENDER AGENTS	115
	Section 9.01	 	The Administrative Agent	115
	Section 9.02	 	The Lender Agents	127118
	ARTICLE X.	COLLATERAL AGENT	129120
	Section 10.01	 	Designation of Collateral Agent	129120
	Section 10.02	 	Duties of Collateral Agent	120
	Section 10.03	 	Merger or Consolidation	123
	Section 10.04	 	Collateral Agent Compensation	123
	Section 10.05	 	Collateral Agent Removal	123
	Section 10.06	 	Limitation on Liability	133123
	Section 10.07	 	Collateral Agent Resignation	125
	ARTICLE XI.	MISCELLANEOUS	135125
	Section 11.01	 	Amendments and Waivers	135125
	Section 11.02	 	Notices, Etc	125
	Section 11.03	 	No Waiver; Remedies	128
	Section 11.04	 	Binding Effect; Assignability; Multiple Lenders	128
	Section 11.05	 	Term of This Agreement	129







  






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OF CONTENTS





(continued)



 





	 	 	 	Page
	 	 	 	 
	Section 11.06	 	GOVERNING LAW; JURY WAIVER	129
	Section 11.07	 	Costs, Expenses and Taxes	29
	Section 11.08	 	No Proceedings	140130
	Section 11.09	 	Recourse Against Certain Parties	130
	Section 11.10	 	Execution in Counterparts; Severability; Integration	131
	Section 11.11	 	Consent to Jurisdiction; Service of Process	132
	Section 11.12	 	Characterization of Conveyances Pursuant to the
    Purchase and Sale Agreement	132
	Section 11.13	 	Confidentiality	133
	Section 11.14	 	Non-Confidentiality of Tax Treatment	135
	Section 11.15	 	Waiver of Set Off	135
	Section 11.16	 	Headings and Exhibits	135
	Section 11.17	 	Ratable Payments	135
	Section 11.18	 	Failure of Borrower or Servicer to Perform Certain
    Obligations	146135
	Section 11.19	 	Power of Attorney	136
	Section 11.20	 	Delivery of Termination Statements, Releases, etc	136
	Section 11.21	 	Customer Identification Notice	136
	ARTICLE XII.	COLLATERAL
    CUSTODIAN	136
	Section 12.01	 	Designation of Collateral Custodian	136
	Section 12.02	 	Duties of Collateral Custodian	136
	Section 12.03	 	Merger or Consolidation	150139
	Section 12.04	 	Collateral Custodian Compensation	139
	Section 12.05	 	Collateral Custodian Removal	139
	Section 12.06	 	Limitation on Liability	140
	Section 12.07	 	Collateral Custodian Resignation	141
	Section 12.08	 	Release of Documents	141
	Section 12.09	 	Return of Required Loan Documents	142
	Section 12.10	 	Access to Certain Documentation and Information
    Regarding the Collateral Portfolio; Audits of Servicer	142
	Section 12.11	 	Bailment	142







 






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TABLE
OF CONTENTS





(continued)



 





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LIST OF SCHEDULES AND EXHIBITS


 





	SCHEDULES	 
	 	 
	SCHEDULE I	Conditions Precedent Documents
	SCHEDULE II	Approved Replacement Servicer[Reserved]
	SCHEDULE III	Eligibility Criteria
	SCHEDULE IV	Agreed-Upon Procedures For Independent Public Accountants
	SCHEDULE V	Loan Tape



 


	EXHIBITS	 
	 	 
	EXHIBIT A	Form of Approval Notice
	EXHIBIT B	Form of Borrowing Base Certificate
	EXHIBIT C	Form of Disbursement Request
	EXHIBIT D	Form of Joinder Supplement
	EXHIBIT E-	Form of Notice of Borrowing
	EXHIBIT F -	Form of Notice of Reduction (Reduction of Advances Outstanding)
	EXHIBIT G -	Form of Variable Funding Note
	EXHIBIT H -	Form of Notice and Request for Consent
	EXHIBIT I -	Form of Certificate of Closing Attorneys
	EXHIBIT J -	Form of Servicing Report
	EXHIBIT K -	Form of Servicer’s Certificate (Servicing Report)
	EXHIBIT L -	Form of Release of Required Loan Documents
	EXHIBIT M -	Form of Transferee Letter
	EXHIBIT N -	Form of Power of Attorney for Servicer
	EXHIBIT O -	Form of Power of Attorney for Borrower
	EXHIBIT P -	Form of Loan Asset Checklist
	 	 
	ANNEXES	 
	 	 
	ANNEX A	Commitments







 






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This LOAN AND SERVICING
AGREEMENT is made as of January 17, 2014, among:


 


(1)            SENIOR
LOAN FUND II LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Borrower”);


 


(2)            SENIOR
LOAN FUND LLC, a Delaware limited liability company, as the Transferor (as defined herein);


 


(3)            SENIOR
LOAN FUNDGC ADVISORS LLC,
a Delaware limited liability company, as the Servicer (as defined herein);


 


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


 


(5)            EACH
OF THE INSTITUTIONAL LENDERS FROM TIME TO TIME PARTY HERETO, as an Institutional Lender;


 


(6)            EACH
OF THE LENDER AGENTS FROM TIME TO TIME PARTY HERETO, as a Lender Agent;


 


(7)            WELLS
FARGO BANK, N.A., as Administrative Agent (together with its successors and assigns in such capacity, the “Administrative
Agent”); and


 


(8)            WELLS
FARGO BANK, N.A., as the Collateral Agent (together with its successors and assigns in such capacity, the “Collateral
Agent”), the Account Bank (as defined herein) and the Collateral Custodian (together with its successors and assigns
in such capacity, the “Collateral Custodian”).


 


PRELIMINARY STATEMENT


 


The Lenders have agreed,
on the terms and conditions set forth herein, to provide a secured revolving credit facility which shall provide for Advances
under the Variable Funding Note(s) from time to time in an aggregate principal amount not to exceed the Maximum Facility
Amount. The proceeds of the Advances will be used to finance the Borrower’s origination of Eligible Loan Assets or purchase,
on a “true sale” basis, of Eligible Loan Assets from (i) the Transferor pursuant to the Purchase and Sale Agreement
between the Borrower and the Transferor or (ii) other third parties, in each case, with the prior written approval of the
Administrative Agent. Accordingly, the parties agree as follows:


 


ARTICLE I.


 


DEFINITIONS


 


Section 1.01     Certain
Defined Terms.


 


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


 


(b)       As
used in this Agreement and the exhibits and schedules thereto (each of which is hereby incorporated herein and made a part hereof),
the following terms shall have the


 






    


     


    

 


following
meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):


 


“1940 Act”
means the Investment Company Act of 1940.


 


“Account Bank”
means Wells Fargo, in its capacity as the “Account Bank” pursuant to each of the Collection Account Agreement and
the Unfunded Exposure Account Agreement.


 


“Action”
has the meaning assigned to that term in Section 8.03.


 


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


 


“Adjusted Borrowing
Value” means, for any Eligible Loan Asset, for any date of determination, an amount equal to the lowest of: (i) the
Outstanding Balance of such Eligible Loan Asset at such time, (ii) the Purchase Price of such Eligible Loan Asset multiplied
by the Outstanding Balance of such Eligible Loan Asset at such time and (iii) the Assigned Value of such Eligible Loan Asset
at such time multiplied by the Outstanding Balance of such Eligible Loan Asset at such time; provided that the parties
hereby agree that the Adjusted Borrowing Value of any Loan Asset that is no longer an Eligible Loan Asset shall be zero. Amounts
in excess of the following shall not be included in the Adjusted Borrowing Value of the applicable Eligible Loan Assets described
below: (a) with respect to any three (3) Obligors (including any Affiliate thereof), if each loan of such Obligor is
not a Broadly Syndicated Loan, $18,000,000 for each such three (3) Obligors and (b) $12,000,000 in all other instances;
provided that, at any time, the Servicer shall have the option of selecting which Obligors will have the benefit of clause
(a).


 


“Administrative
and Loan Services Agreement” means that certain Administrative and Loan Services Agreement, dated as of May 30,
2013, between Senior Loan Fund LLC and Golub Capital LLC, as amended, modified, waived, supplemented, restated or replaced from
time to time.


 


“Administrative
Agent” means Wells Fargo Bank, N.A., in its capacity as administrative agent for the Lender Agents, together with its
successors and assigns, including any successor appointed pursuant to Article IX.


 


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


 


“Advance Date”
means the date on which an Advance is made.


 


“Advances Outstanding”
means, at any time, the sum of the principal amounts of Advances loaned to the Borrower for the initial and any subsequent borrowings
pursuant to Sections 2.01 and 2.02 as of such time, reduced by the aggregate Available Collections received and
distributed as repayment of principal amounts of Advances outstanding pursuant to Section 2.04 at or prior to such
time and any other amounts received by the Lenders to repay the principal amounts of Advances outstanding pursuant to Section 2.18
or otherwise at or prior to such time; provided that the principal amounts of Advances Outstanding shall not be reduced
by any Available Collections or other amounts if at any time such Available Collections or other amounts are rescinded or must
be returned for any reason.


 



    	 	2	 



     


    




 


“Advisers Act”
means the U.S. Investment Advisers Act of 1940.


 


“Affected Party”
has the meaning assigned to that term in Section 2.10.


 


“Affiliate”
when used with respect to a Person, means any other Person controlling, controlled by or under common control with such Person.
For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to
vote 20% or more of the voting securities of such Person or to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing; provided that for purposes of the definition of
 “Adjusted Borrowing Value” and for determining whether any Loan Asset is an Eligible Loan Asset or for purposes of
Section 5.01(b)(xix), the term Affiliate shall not include any Affiliate relationship which may exist solely as a
result of direct or indirect ownership of, or control by, a common Financial Sponsor.


 


“Agented Loan
” means any Loan Asset originated as a part of a syndicated loan transaction that has been closed (without regard to
any contemporaneous or subsequent syndication of such Loan Asset) prior to such Loan Asset becoming part of the Collateral Portfolio.


 


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


 


“Agreement”
means this Loan and Servicing Agreement, as the same may be amended, restated, supplemented and/or otherwise modified from time
to time hereafter.


 


“Alternative
Rate” means, on any date, a fluctuating per annum interest rate for any applicable currency, including any applicable
spread adjustments thereto, (a) identified by the Administrative Agent and that the Administrative Agent reasonably believes
is consistent with the alternative interest rate being applied by Wells Fargo to other similar lending facilities, (b) consented
to by the Servicer in its reasonable discretion and (c) the Administrative Agent shall not have received, within five (5) Business
Days of the date of such applicable alternative rate is provided to the Lenders, written notice from all of the Lenders (excluding
for purposes of this definition only, the Administrative Agent in its capacity as Lender) stating that each such Lender objects
to such alternative interest rate; provided that the Alternative Rate shall equal the Base Rate until the Alternative Rate
has been implemented as set forth in this definition, and the Alternative Rate, if less than zero, shall be deemed to be zero.
The Administrative Agent agrees to use reasonable efforts to propose an Alternative Rate to the Servicer as soon as reasonably
practical after the occurrence of a Eurodollar Disruption Event.


 


“Alternative
Rate Condition” means a condition that is satisfied when the Administrative Agent certifies to the Borrower and the
Servicer that, to its knowledge, LIBOR has ceased to exist or is no longer being reported.


 


“Anti-Corruption
Laws” means (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010,
as amended; and (c) any other anti-bribery or anti-corruption laws, regulations or ordinances in any jurisdiction in which
the Borrower, the Servicer, the Transferor or any of their respective Subsidiaries is located or doing business.


 






    	 	3	 



     


    

 


“Anti-Money
Laundering Laws” means applicable laws or regulations in any jurisdiction in which the Borrower, the Servicer, the Transferor
or any of their respective Subsidiaries are located or doing business that relates to money laundering or terrorism financing,
any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto.


 


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


 


“Applicable
Percentage” means with respect to Middle Market Loans and Broadly Syndicated Loans, 70%.


 


“Applicable
Spread” means (a) prior to (and excluding) the Thirteenth Amendment Date, a percentage determined in accordance
with the following formula (and solely with respect to such calculation, for the Remittance Period in effect on the Thirteenth
Amendment Date, the last day of such Remittance Period shall be deemed to be the Thirteenth Amendment Date):


 


	 	Applicable Spread = (PFRMML
    x PercentageMML) + (PFRBSL x PercentageBSL)
	Where:	 	 
	 	PFRMML	=	2.15%
	 	PFRBSL	=	1.75%
	 	PercentageMML	=	Average ABMML / Average ABAgg
	 	Average ABMML	=	(Beginning ABMML+ Ending ABMML)/2
	 	Beginning ABMML	=
	aggregate Adjusted Borrowing
        Value related to Middle Market Loans on the first day of the related Remittance Period

	 	Ending ABMML	=
	 aggregate Adjusted Borrowing
        Value related to Middle Market Loans on the last day of the related Remittance Period

	 	PercentageBSL	=	Average ABBSL / Average ABAgg
	 	Average ABBSL	=	(Beginning ABBSL+ Ending ABBSL)/2
	 	Beginning ABBSL	=
	 aggregate Adjusted Borrowing
        Value related to Broadly 




 






    	 	4	 



     


    

 


	 	 	 	 Syndicated Loans on the first day of the related Remittance Period
	 	Ending ABBSL	=
	aggregate Adjusted Borrowing
        Value related to Broadly Syndicated Loans on the last day of the related Remittance Period

	 	Average ABAgg	= 	 (Beginning ABAgg + Ending ABAgg)/2
	 	Beginning ABAgg	= 	aggregate Adjusted Borrowing Value on the first day of the related Remittance
Period
	 	Ending ABAgg	= 	aggregate Adjusted Borrowing Value on the last day of the related Remittance
Period


 


and (b) on and after the
Thirteenth Amendment Date, 2.05% per annum; provided that, at any time after the occurrence of an Event of Default, the
Applicable Spread shall be increased by 2.00% per annum. For the avoidance of doubt, any references to Adjusted Borrowing
Value above shall exclude any portion included in the Excess Concentration Amount.


 


“Approval Notice”
means, with respect to any Eligible Loan Asset, the written notice, in substantially the form attached hereto as Exhibit A,
evidencing the approval by the Administrative Agent, in its sole and absolute discretion, of the acquisition or origination, as
applicable, of such Eligible Loan Asset by the Borrower.


 


“Approved Replacement
Servicer” means any of the entities set forth on Schedule II.
Broker-Dealer” means (a) any of Antares Capital, Bank of America, N.A.,
The Bank of Montreal, BMO Capital Markets Corp., Barclays Bank plc, BNP Paribas, Citibank, N.A., Citizens Bank, Credit Suisse,
Deutsche Bank AG, Fifth Third Bank, Goldman Sachs & Co., JPMorgan Chase Bank, N.A., Jefferies Finance LLC, KeyBank Capital
Markets, Macquarie Group Limited, Morgan Stanley & Co., Nomura Securities Co., Ltd., Royal Bank of Canada, RBC Capital
Markets LLC, Scotia Bank, SG Americas Securities LLC, Sun Trust Bank, SunTrust Robinson Humphrey, TD Bank, UBS Securities or Wells
Fargo, (b) any other financial institution approved by the Administrative Agent in its sole discretion and (c) any banking
or securities Affiliate of any Person specified in clause (a) or (b).


 


“Approved Valuation
Firm” means (a) any of Duff & Phelps Corp., FTI Consulting, Inc., Houlihan Lokey Howard &
Zukin, Lincoln International LLC, Valuation Research Corp. and Murray, Devine & Company and (b) any other nationally
recognized accounting firm or valuation firm approved by the Administrative Agent in its sole discretion.


 


“Assigned Documents”
has the meaning assigned to that term in Section 2.12.


 


“Assigned Value”
means, with respect to each Eligible Loan Asset, as of any date of determination and expressed as a percentage of the Outstanding
Balance of such Eligible Loan Asset, the value assigned by the Administrative Agent in its sole discretion as of the Closing Date
or the applicable Cut-Off Date (in the case of a Loan Asset added to the Collateral Portfolio after the Closing Date), in each
case, subject to the following terms:


 






    	 	5	 



     


    

 


(a)            If
a Value Adjustment Event with respect to such Eligible Loan Asset occurs and is continuing, the “Assigned Value” may
be amended by the Administrative Agent, in its sole discretion; provided that the Assigned Value of any Priced Loan Asset
(other than a Defaulted Loan Asset) shall not be less than the observable quote therefor pursuant to clause (c)(x) or clause
(c)(y) of the definition of Priced Loan Asset, as applicable. Following any reduction to the Assigned Value of a Loan Asset
(other than a Defaulted Loan Asset), if the Borrower disagrees with the Administrative Agent’s determination of the Assigned
Value of such Loan Asset, the Borrower may (at its expense) retain an Approved Valuation Firm during the Assigned Value Challenge
Cap Notice Period to value such Loan Asset, and if the value determined by such Approved Valuation Firm is greater than the Administrative
Agent’s determination of the Assigned Value, such Approved Valuation Firm’s valuation shall become the Assigned Value
of such Loan Asset; provided that the Assigned Value of such Loan Asset shall be the value assigned by the Administrative
Agent until such Approved Valuation Firm has determined its value; provided further that the Borrower shall promptly notify
the Administrative Agent that it has retained an Approved Valuation Firm to value such Loan Asset, and the Approved Valuation
Firm shall provide its value determination within 15 Business Days after the end of the Assigned Value Challenge Cap Notice Period;
provided further that in no event shall the increased Assigned Value of such Loan Asset exceed the Assigned Value Challenge
Cap. The value determined by such firm shall be based on the amortized cost adjusted for any credit deterioration or underperformance
of such Loan Asset. The Administrative Agent shall promptly notify the Servicer of any change effected by the Administrative Agent
of the Assigned Value of any Loan Asset;


 


(b)            [Reserved];


 


(c)            The
Assigned Value of a Defaulted Loan Asset shall not exceed the Recovery Value of such Defaulted Loan Asset for up to one calendar
year, and thereafter the Assigned Value of such Defaulted Loan Asset shall be zero;


 


(d)            The
Borrower may request that the Assigned Value of any Loan Asset be re-evaluated for any Loan Asset with respect to which (i)(a) the
Assigned Value was assigned a value below 100% by the Administrative Agent on the Closing Date or the applicable Cut-Off Date
or (b) the Assigned Value was decreased by the Administrative Agent following the occurrence of a Value Adjustment Event
pursuant to clause (i) or clause (vi) of such definition, and in the case of clause (a) or clause (b), the Servicer
has determined in its commercially reasonable judgment that such Loan Asset has materially improved in credit quality since the
applicable Cut-Off Date or since the occurrence of such Value Adjustment Event, as applicable; or (ii) the Assigned Value
was decreased by the Administrative Agent following the occurrence of a Value Adjustment Event pursuant to clause (v) of
such definition and subsequently such reporting failure has been cured; provided that any re-evaluation shall be done at
the sole discretion of the Administrative Agent and the Assigned Value may not increase above the lower of (i) the par amount
for such Loan Asset and (ii) the Purchase Price for such Loan Asset; and


 


(e)            Notwithstanding
the foregoing, the Assigned Value of a Loan Asset previously subject to a “Value Adjustment Event” of the type described
in clause (ii) or clause (iii) in the definition thereof, after giving effect to any grace periods in such clauses,
where the applicable payment default is subsequently cured, may be increased by the Administrative Agent in its sole discretion.


 






    	 	6	 



     


    

 


“Assigned Value
Challenge Cap” means, with respect to any Loan Asset subject to a Value Adjustment Event, the Assigned Value of such
Loan Asset immediately prior to the start of the Assigned Value Challenge Cap Notice Period.


 


“Assigned Value
Challenge Cap Notice Period” means, with respect to a Loan Asset, the period commencing on the date the Administrative
Agent has given notice to the Borrower and the Servicer of a reduction in the Assigned Value of such Loan Asset pursuant to clause
(a) of the definition of “Assigned Value” and ending on the date that is 30 days following such reduction.


 


“Available
Collections” means (a) all cash collections and other cash proceeds with respect to any Loan Asset, including,
without limitation, all Principal Collections, all Interest Collections, all proceeds of any sale or disposition with respect
to such Loan Asset, cash proceeds or other funds received by the Borrower or the Servicer with respect to any Underlying Collateral
(including from any guarantors), all other amounts on deposit in the Collection Account from time to time, and all proceeds of
Permitted Investments with respect to the Controlled Accounts and (b) all payments received pursuant to any Hedging Agreement
or Hedge Transaction; provided that, for the avoidance of doubt, “Available Collections” shall not include
amounts on deposit in the Unfunded Exposure Account which do not represent proceeds of Permitted Investments.


 


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


 


“Bankruptcy
Event” shall be deemed to have occurred with respect to a Person if either:


 


(i)            a
case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation,
reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment
of a trustee, receiver, custodian, liquidator, assignee, administrator, sequestrator or
the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any
law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding
shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect
of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter
in effect; or


 


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


 


“Bankruptcy
Laws” means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency,


 






    	 	7	 



     


    

 


winding
up, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the
rights of creditors generally.


 


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


 


“Base Rate”
means, on any date, a fluctuating per annum interest rate equal to the higher of (a) the Prime Rate or (b) the
Federal Funds Rate plus 1.5%.


 


“Beneficial
Ownership Certification” means the certifications as required by the Beneficial Ownership Regulation, which certifications
shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity
Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial
Markets Association.


 


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


 


“Borrower”
has the meaning assigned to that term in the preamble hereto.


 


“Borrower
Change of Control” shall be deemed to have occurred if any of the following occur:


 


(a)            the
creation or imposition of any Lien on any limited liability company membership interest in the Borrower;


 


(b)            the
failure by Senior Loan Fund LLC to own 100% of the limited liability company membership interests in the Borrower; or


 


(c)            the
dissolution, termination or liquidation in whole or in part, transfer or other disposition, in each case, of all or substantially
all of the assets of, Senior Loan Fund LLC.


 


“Borrowing
Base” means, as of any date of determination, an amount equal to the least of:


 


(a)            (i) the
aggregate sum of the products of (A) the Applicable Percentage for each Eligible Loan Asset as of such date and (B) the
Adjusted Borrowing Value of such Eligible Loan Asset minus the Excess Concentration Amount as of such date, plus (ii) the
amount on deposit in the Principal Collection Account as of such date, plus (iii) the amount on deposit in the Unfunded
Exposure Account (such amount not to exceed the Aggregate Unfunded Exposure Amount) minus (iv) the Unfunded Exposure
Equity Amount; or


 


(b)            (i) the
aggregate Adjusted Borrowing Value of all Eligible Loan Assets minus the Excess Concentration Amount as of such date, minus
(ii) the Minimum Equity Amount, plus (iii) the amount on deposit in the Principal Collection Account as of
such date, plus (iv) the amount on deposit in the Unfunded Exposure Account (such amount not to exceed the Aggregate
Unfunded Exposure Amount) minus (v) the Unfunded Exposure Equity Amount; or


 






    	 	8	 



     


    

 


(c)            the
Maximum Facility Amount minus the Aggregate Unfunded Exposure Amount plus the amount on deposit in the Unfunded
Exposure Account (such amount not to exceed the Aggregate Unfunded Exposure Amount);


 


provided that, for the avoidance
of doubt, any Loan Asset which at any time is no longer an Eligible Loan Asset shall not be included in the calculation of “Borrowing
Base”.


 


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


 


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


 


“Breakage Fee”
means, for Advances Outstanding which are repaid (in whole or in part) on any date other than a Payment Date, the breakage costs
(other than lost profits), if any, related to such repayment, based upon the assumption that the applicable Lender funded its
loan commitment in the London Interbank Eurodollar market and using any reasonable attribution or averaging methods which the
Lender deems appropriate and practical, it hereby being understood that the amount of any loss, costs or expense payable by the
Borrower to any Lender as Breakage Fee shall be determined in the respective Lender Agent’s reasonable discretion and shall
be conclusive absent manifest error.


 


“Broadly Syndicated
Loan” is a commercial loan that (a) is broadly syndicated, (b) has first priority right of payments and is
not (and cannot by its terms become) subordinate in right of payment to any obligation of the Obligor in any bankruptcy, reorganization,
insolvency, moratorium or liquidation proceedings, (c) is secured by a pledge of collateral, which security interest is validly
perfected and first priority under Applicable Law (subject to liens permitted under the applicable credit agreement), (d) the
Servicer determines in good faith that the value of the collateral securing the loan (or the enterprise value of the underlying
business) and ability to generate cash flow on or about the time of origination 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 the same collateral,
(e) has an original senior facility size of $250,000,000 or greater, (f) has an EBITDA for the prior twelve calendar
months of $50,000,000 or greater at the time of acquisition, (g) is rated by both S&P and Moody’s (or the Obligor
is rated by S&P and Moody’s) at the time of acquisition by the Borrower and such ratings are not lower than “B3”
by Moody’s and “B-” by S&P, and (h) is denominated in United
States dollars. Notwithstanding anything herein to the contrary, any Eligible Loan Asset that qualifies as a Broadly Syndicated
Loan may be classified as a Middle Market Loan on the Cut-Off Date upon the request of the Servicer and the acceptance by the
Administrative Agent (in its sole discretion); provided that, such designation may be reverted back to the designation
of a Broadly Syndicated Loan in the sole discretion of the Servicer, any time the BSL Limit has not been exceeded, subject to
(a) notice to the Administrative Agent of such reclassification, (b) after giving effect to the reclassification, the
BSL Limit shall not be exceeded and (c) the delivery to the Administrative Agent of a Borrowing Base Certificate.


 






    	 	9	 



     


    

 


“BSL Limit”
has the meaning assigned to that term in Schedule III.


 


“Business Day”
means a day of the year other than (i) Saturday or a Sunday or (ii) any other day on which commercial banks in New York,
New York or the city in which the offices of the Collateral Agent are authorized or required by applicable law, regulation or
executive order to close; provided, that, if any determination of a Business Day shall relate to an Advance bearing interest
at LIBOR, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits
in the London interbank market. For avoidance of doubt, if the offices of the Collateral Agent are authorized by applicable law,
regulation or executive order to close but remain open, such day shall not be a “Business Day”.


 


“Capital
Commitment” means, for any member of Senior Loan Fund LLC, its “Capital Commitment” as
defined in the constituent documents of Senior Loan Fund LLC.


 


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


 


“Change
of Control” shall be deemed to have occurred if any of the following occur:


 


(a)            the
creation or imposition of any Lien on any limited liability company membership interests in the Borrower;


 


(b)            the
failure by GCBDC to own (directly or indirectly) 100% of the limited liability company membership interests in the Borrower; or


 


(c)            the
transfer (including via merger) of 25% or more of the shares of GCBDC to another entity (or to any direct or indirect wholly owned
Subsidiary of such entity) to whom the Administrative Agent has in place a lending facility, without the consent of the Administrative
Agent; or


 


(d)            the
dissolution, termination or liquidation in whole or in part, transfer or other disposition, in each case, of all or substantially
all of the assets of, GCBDC.


 


“Change of
Tax Law” means any change in application or public announcement of an official position under or any change in or amendment
to the laws (or any regulations or rulings promulgated thereunder) of any jurisdiction in which an Obligor is organized, or any
political subdivision or taxing authority of any of the foregoing, affecting taxation, or any proposed change in such laws or
change in the official application, enforcement or interpretation of such laws, regulations or rulings (including a holding by
a court of competent jurisdiction), or any other action taken by a taxing authority or court of competent jurisdiction in the
relevant jurisdiction, or the official proposal of any such action.


 


“Closing Date”
means January 17, 2014.


 






    	 	10	 



     


    

 


“Code”
means the Internal Revenue Code of 1986.


 


“Collateral
Agent” has the meaning assigned to that term in the preamble hereto.


 


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


 


“Collateral
Agent Fees” means the fees set forth in the Wells Fargo Fee Letter, as such fee letter may be amended, restated, supplemented
and/or otherwise modified from time to time.


 


“Collateral
Agent Termination Notice” has the meaning assigned to that term in Section 10.05.


 


“Collateral
Custodian” means Wells Fargo, not in its individual capacity, but solely as collateral custodian pursuant to the terms
of this Agreement.


 


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


 


“Collateral
Custodian Fees” means the fees set forth in the Wells Fargo Fee Letter, as such fee letter may be amended, restated,
supplemented and/or otherwise modified from time to time.


 


“Collateral
Custodian Termination Notice” has the meaning assigned to that term in Section 12.05.


 


“Collateral
Portfolio” means all right, title, and interest (whether now owned or hereafter acquired or arising, and wherever located)
of the Borrower in, to and under all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper,
copyrights, copyright licenses, equipment, fixtures, contract rights, general intangibles, instruments, certificates of deposit,
certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, deposit
accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions, or other property
of the Borrower of any type or nature, including, without limitation, all right, title and interest of the Borrower in the following
(in each case excluding the Retained Interest and the Excluded Amounts):


 


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


 


(ii)            the
Portfolio Assets with respect to the Loan Assets referred to in clause (i);


 






    	 	11	 



     


    

 


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


 


(iv)            all
income and Proceeds of the foregoing.


 


For the avoidance
of doubt, the term “Collateral Portfolio” shall, for all purposes of this Agreement, be deemed to include any Loan
Asset acquired directly by the Borrower from a third party in a transaction underwritten by the ServicerTransferor
or any transaction in which the Borrower is the designee of the ServicerTransferor
under the instruments of conveyance relating to the applicable Loan Asset.


 


“Collection
Account” means a trust account (account number 46486701 at the Account Bank) in the name of the Collateral Agent for
the benefit of and under the sole dominion and control of the Collateral Agent for the benefit of the Secured Parties; provided
that the funds deposited therein (including any interest and earnings thereon) from time to time shall constitute the property
and assets of the Borrower, and the Borrower shall be solely liable for any Taxes payable with respect to the Collection Account.


 


“Collection
Account Agreement” means that certain Collection Account Agreement, dated the date of this Agreement, among the Borrower,
the Servicer, the Account Bank, the Administrative Agent and the Collateral Agent, which agreement relates to the Collection Account,
as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.


 


“Collection
Date” means the date on which the aggregate outstanding principal amount of the Advances Outstanding have been repaid
in full and all Yield and Fees and all other Obligations (other than unmatured contingent obligations
for which no claim has been made) have been paid in full, and the Borrower shall have no further right to request any
additional Advances.


 


“Commercial
Paper Notes” means any short-term promissory notes of any Conduit Lender issued by such Conduit Lender in the commercial
paper market.


 


“Commitment”
means, with respect to each Lender, (i) prior to the end of the Reinvestment Period or for purposes of Advances made pursuant
to Section 2.02(f), the dollar amount set forth opposite such Lender’s name on Annex A hereto (as such
amount may be revised from time to time) or the amount set forth as such Lender’s “Commitment” on Schedule I
to the Joinder Supplement relating to such Lender, as applicable and (ii) on or after the Reinvestment Period (other than
for purposes of Advances made pursuant to Section 2.02(f)), such Lender’s Pro Rata Share of the aggregate Advances
Outstanding.


 


“Concentration
Limits” means with respect to determining the Excess Concentration Amount as of any date of determination after giving
effect to all additions and removals of Loan Assets on such date and for purposes of this definition calculated as if all Loan
Assets are fully funded:


 


(a)            the
aggregate Adjusted Borrowing Value of all Eligible Loan Assets included in the Collateral Portfolio, the Obligors of which are
domiciled in Canada shall not exceed the greater of (i) 15% of the sum of (x) the aggregate Adjusted Borrowing Value
of all Eligible


 






    	 	12	 



     


    

 


Loan
Assets (prior to giving effect to any deduction pursuant to this clause (a) or clause (b) below) plus (y) any amounts
on deposit in the Principal Collection Account or (ii) $16,875,000; and


 


(b)            the
aggregate Adjusted Borrowing Value of all Eligible Loan Assets included in the Collateral Portfolio that are fixed rate Loan Assets
shall not exceed the greater of (i) 10% of the sum of (x) the aggregate Adjusted Borrowing Value (after giving effect
to any deduction pursuant to clause (a) above but prior to giving effect to any deduction pursuant to this clause (b)) plus
(y) any amounts on deposit in the Principal Collection Account or (ii) $11,250,000.


 


“Conduit Lender”
means each commercial paper conduit as may from time to time become a Lender hereunder by executing and delivering a Joinder Supplement
to the Administrative Agent and the Borrower.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise.


 


“Controlled
Accounts” means the Collection Account and the Unfunded Exposure Account.


 


“Cut-Off Date”
means, with respect to each Loan Asset, the date such Loan Asset is Pledged hereunder.


 


“Defaulted
Loan Asset” means a Loan Asset which has become subject to a Value Adjustment Event of the type described in clauses
(ii), (iii), (iv) or (vi) in the definition thereof (but, with respect to clause (vi),
solely pursuant to a Material Modification pursuant to clause (a) of such definition). If the Value Adjustment Event
(or, if applicable, the circumstances that gave rise to the need for the Material Modification pursuant to clause (a) of
such definition) which gave rise to a Defaulted Loan Asset is cured, the Borrower may submit such Loan Asset for review by the
Administrative Agent (in its sole discretion) for the purpose of re-classifying such Loan Asset as a Loan Asset which is no longer
a Defaulted Loan Asset.


 


“Delayed Draw
Loan Asset” means a Loan Asset that is fully committed on the initial funding date of such Loan Asset and is required
to be fully funded in one or more installments on draw dates to occur within one year of the initial funding of such Loan Asset
but which, once all such installments have been made, has the characteristics of a Term Loan Asset.


 


“Determination
Date” means the fifth Business Day after the end of each calendar month.


 


“Disbursement
Request” means a disbursement request from the Borrower to the Administrative Agent and the Collateral Agent in the
form attached hereto as Exhibit C in connection with a disbursement request from the Unfunded Exposure Account in
accordance with Section 2.04(d) or a disbursement request from the Principal Collection Account in accordance
with Section 2.21, as applicable.


 


“EBITDA”
means, with respect to any period and any Loan Asset, the meaning of “EBITDA”, “Adjusted EBITDA” or any
comparable definition in the Loan Agreement for each


 






    	 	13	 



     


    

 


such Loan Asset
(together with all add-backs and exclusions as designated in such Loan Agreement), and in any case that “EBITDA”,
 “Adjusted EBITDA” or such comparable definition is not defined in such Loan Agreement, an amount, for the principal
obligor on such Loan Asset and any of its parents or Subsidiaries that are obligated pursuant to the Loan Agreement for such Loan
Asset (determined on a consolidated basis without duplication in accordance with GAAP) equal to earnings from continuing operations
for such period plus interest expense, income taxes and unallocated depreciation and amortization for such period (to the
extent deducted in determining earnings from continuing operations for such period), and any other item the Borrower and the Administrative
Agent mutually deem to be appropriate.


 


“Eligible Investment
Required Ratings” means: (a) if such obligation or security (i) has both a long-term and a short-term credit
rating from Moody’s, such ratings are “Aa3” or better (not on credit watch for possible downgrade) and “P-1”
(not on credit watch for possible downgrade), respectively, (ii) has only a long-term credit rating from Moody’s, such
rating is “Aaa” (not on credit watch for possible downgrade) and (iii) has only a short-term credit rating from
Moody’s, such rating is “P-1” (not on credit watch for possible downgrade) and (b) “A-1” or
better (or, in the absence of a short-term credit rating, “A+” or better) from S&P.


 


“Eligible Loan
Asset” means, at any time, a Loan Asset in respect of which each of the representations and warranties contained in
Section 4.02 and Schedule III hereto is true and correct.


 


“Environmental
Laws” means any and all foreign, federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses,
approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the
environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment,
storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.
Environmental Laws include, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42
U.S.C. § 9601 et seq.), the Hazardous Material Transportation Act (49 U.S.C. § 331 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §
1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. §
2601 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300, et seq.), the Environmental Protection Agency’s
regulations relating to underground storage tanks (40 C.F.R. Parts 280 and 281), and the Occupational Safety and Health Act (29
U.S.C. § 651 et seq.), and the rules and regulations thereunder.


 


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


 


“Equityholder
Change of Control” shall be deemed to have occurred if (i) Golub Capital BDC, Inc. and RGA
Reinsurance Company fail to own 100% of the membership interests


 












    	 	14	 



     


    

 


of
Senior Loan Fund LLC, (ii)  Golub Capital BDC, Inc. fails to own a majority of the membership interests of Senior Loan
Fund LLC or (iii) the transfer (including via merger) of 25% or more of the shares of Senior Loan Fund LLC to another entity
(or to any direct or indirect wholly owned Subsidiary of such entity) to whom the Administrative Agent has in place a lending
facility, without the consent of the Administrative Agent.


 


“ERISA”
means the United States Employee Retirement Income Security Act of 1974.


 


“ERISA Affiliate”
means (a) any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of
the Code) as the Borrower, (b) a trade or business (whether or not incorporated) under common control (within the meaning
of Section 414(c) of the Code) with the Borrower, or (c) for purposes of Section 302 of ERISA and Section 412
of the Code, a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the
Borrower, any corporation described in clause (a) above or any trade or business described in clause (b) above.


 


“Eurodollar
Disruption Event” means the occurrence of any of the following: (a) any Institutional Lender or Liquidity Bank
shall have notified the Administrative Agent of a determination by such Institutional Lender or Liquidity Bank or any of its assignees
or participants that it would be contrary to law or to the directive of any central bank or other Governmental Authority (whether
or not having the force of law) to obtain United States dollars in the London interbank market to fund any Advance, (b) any
Institutional Lender or Liquidity Bank shall have notified the Administrative Agent of the inability, for any reason, of such
Institutional Lender or Liquidity Bank or any of its respective assignees or participants to determine LIBOR, (c) any Institutional
Lender or Liquidity Bank shall have notified the Administrative Agent of a determination by such Institutional Lender or Liquidity
Bank or any of its respective assignees or participants that the rate at which deposits of United States dollars are being offered
to such Institutional Lender or Liquidity Bank or any of its respective assignees or participants in the London interbank market
does not accurately reflect the cost to such Institutional Lender or Liquidity Bank or its assignee or participant of making,
funding or maintaining any Advance or (d) any Institutional Lender or Liquidity Bank shall have notified the Administrative
Agent of the inability of such Institutional Lender or Liquidity Bank or any of its respective assignees or participants to obtain
United States dollars in the London interbank market to make, fund or maintain any Advance.


 


“Event of Default”
has the meaning assigned to that term in Section 7.01.


 


“Excepted Persons”
has the meaning assigned to that term in Section 11.13(a).


 


“Excess Availability”
means, as of the last day of the Reinvestment Period, an amount equal to the positive difference, if any, of the Borrowing Base
as of such day less the aggregate Advances Outstanding as of such day (after giving effect to any Advances made on such
date).


 


“Excess Concentration
Amount” means, with respect to all Eligible Loan Assets included in the Collateral Portfolio, the amount by which the
sum of the Adjusted Borrowing Value


 






    	 	15	 



     


    

 


of such Eligible
Loan Assets exceeds any applicable Concentration Limit, calculated without duplication and after giving effect to any addition
or removal of any Loan Asset as of the date of determination.


 


“Exchange Act”
means the United States Securities Exchange Act of 1934.


 


“Excluded Amounts”
means (a) any amount received in the Collection Account with respect to any Loan Asset included as part of the Collateral
Portfolio, which amount is attributable to the payment of any Tax, fee or other charge imposed by any Governmental Authority on
such Loan Asset or on any Underlying Collateral and (b) any amount received in the Collection Account or other Controlled
Account representing (i) any amount representing a reimbursement of insurance premiums, (ii) any escrows relating to
Taxes, insurance and other amounts in connection with Loan Assets which are held in an escrow account for the benefit of the Obligor
and the secured party pursuant to escrow arrangements under a Loan Agreement and (iii) any amount received in the Collection
Account with respect to any Loan Asset retransferred or substituted for upon the occurrence of a Warranty Event or that is otherwise
replaced by a Substitute Eligible Loan Asset, or that is otherwise sold or transferred by the Borrower pursuant to Section 2.07,
to the extent such amount is attributable to a time after the effective date of such replacement or sale.


 


“Excluded Taxes”
has the meaning assigned to that term in Section 2.11(a).


 


“Facility Maturity
Date” means the earliest to occur of (i) the Stated Maturity Date, (ii) the date of the declaration, or automatic
occurrence, of the Facility Maturity Date pursuant to Section 7.01, (iii) the Collection Date and (iv) the
occurrence of the termination of this Agreement pursuant to Section 2.18(b) hereof.


 


“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) and any current or future regulations or official interpretations thereof.


 


“Federal Funds
Rate” means, for any period, a fluctuating per annum interest rate equal, for each day during such period, to
the weighted average of the overnight federal funds rates as in Federal Reserve Board Statistical Release H.15(519) or any successor
or substitute publication selected by the Administrative Agent (or, if such day is not a Business Day, for the next preceding
Business Day), or, if for any reason such rate is not available on any day, the rate determined, in the sole discretion of the
Administrative Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market at
9:00 a.m. on such day.


 


“Fees”
means (i) the Non-Usage Fee and (ii) the fees payable to each Lender or Lender Agent pursuant to the terms of any Lender
Fee Letter.


 


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


 


“Financial
Sponsor” means any Person, including any Subsidiary of such Person, whose principal business activity is acquiring,
holding, and selling investments (including controlling interests) in otherwise unrelated companies that each are distinct legal
entities with


 






    	 	16	 



     


    

 


separate management,
books and records and bank accounts, whose operations are not integrated with one another and whose financial condition and creditworthiness
are independent of the other companies so owned by such Person.


 


“Fitch”
means Fitch, Inc. or any successor thereto.


 


“First Lien
Loan” means a commercial loan (a) that is not (and cannot by its terms become) subordinate in right of payment
to any obligation of the Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings,
(b) that is secured by a pledge of collateral, which security interest is validly perfected and first priority under Applicable
Law (subject to liens permitted under the applicable credit agreement that are reasonable and customary for similar loans, and
liens accorded priority by law in favor of the United States or any State or agency), and (c) the Servicer determines in
good faith that the value of the collateral securing the loan or the enterprise value and ability to generate cash flow on or
about the time of origination 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 the same collateral.


 


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


 


“GCBDC”
means Golub Capital BDC, Inc., a Delaware corporation.


 


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


 


“Hazardous
Materials” means all materials subject to any Environmental Law, including, without limitation, materials listed in
49 C.F.R. § 172.010, materials defined as hazardous pursuant to § 101(14) of the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, flammable, explosive or radioactive materials, hazardous or toxic wastes or substances,
lead-based materials, petroleum or petroleum distillates or asbestos or material containing asbestos, polychlorinated biphenyls,
radon gas, urea formaldehyde and any substances classified as being “in inventory”, “usable work in process”
or similar classification that would, if classified as unusable, be included in the foregoing definition.


 


“Hedge Breakage
Costs” means, for any Hedge Transaction, any amount payable by the Borrower for the early termination of that Hedge
Transaction or any portion thereof.


 


“Hedge Collateral”
has the meaning assigned to that term in Section 5.09(b).


 


“Hedge Counterparty”
means any entity, approved in writing by the Administrative Agent (in its sole discretion), which has entered into a Hedging Agreement
in connection with this Agreement.


 






    	 	17	 



     


    

 


“Hedge Transaction”
means each interest rate swap transaction, interest rate cap transaction, interest rate floor transaction or other derivative
transaction approved in writing by the Administrative Agent, between the Borrower and a Hedge Counterparty that is entered into
pursuant to Section 5.09(a) and is governed by a Hedging Agreement.


 


“Hedging Agreement”
means each agreement between the Borrower and a Hedge Counterparty that governs one or more Hedge Transactions entered into by
the Borrower and such Hedge Counterparty pursuant to Section 5.09(a), which agreement shall consist of a “Master
Agreement” in a form published by the International Swaps and Derivatives Association, Inc., together with a “Schedule”
and each “Confirmation” thereunder confirming the specific terms of each such Hedge Transaction; provided that
the “Schedule” and the form of each “Confirmation” to any Hedging Agreement shall be subject to the written
approval of the Administrative Agent, in its sole discretion.


 


“Indebtedness”
means:


 


(i)            with
respect to any Obligor under any Loan Asset, the meaning of “Indebtedness” or any comparable definition in the Loan
Agreement for such Loan Asset, and in any case that “Indebtedness” or such comparable definition is not defined in
such Loan Agreement, without duplication, (a) all obligations of such entity for borrowed money or with respect to deposits
or advances of any kind, (b) all obligations of such entity evidenced by bonds, debentures, notes or similar instruments,
(c) all obligations of such entity under conditional sale or other title retention agreements relating to property acquired
by such entity, (d) all obligations of such entity in respect of the deferred purchase price of property or services (excluding
current accounts payable incurred in the ordinary course of business), (e) all indebtedness of others secured by (or for which
the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such entity, whether or not the indebtedness secured thereby has been assumed, (f) all guarantees by such entity
of indebtedness of others, (g) all Capital Lease Obligations of such entity, (h) all obligations, contingent or otherwise,
of such entity as an account party in respect of letters of credit and letters of guaranty and (i) all obligations, contingent
or otherwise, of such entity in respect of bankers’ acceptances; and


 


(ii)            for
all other purposes, with respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for
the deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business
and payable in accordance with customary trade practices) or that is evidenced by a note, bond, debenture or similar instrument
or other evidence of indebtedness customary for indebtedness of that type, (b) all obligations of such Person under leases
that have been or should be, in accordance with GAAP, recorded as capital leases, (c) all obligations of such Person in respect
of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Lien on any property owned
by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (e) all indebtedness,
obligations or liabilities of that Person in respect of derivatives, and (f) all obligations under direct or indirect guaranties
in respect of obligations (contingent or otherwise) to purchase or otherwise acquire, or to otherwise assure a creditor against
loss in respect of, indebtedness or obligations of others of the kind referred to in clauses (a) through (e) of
this clause (ii); provided that, for the avoidance of doubt, any Loan Assets sold by the


 






    	 	18	 



     


    

 


Borrower in a manner which
is characterized on the books of the Borrower as a secured borrowing by the Borrower in accordance with GAAP but does not create
any recourse to the Borrower (for example, where the Borrower sells a portion of a loan which has been restructured as a first
lien loan and a first lien last out loan) shall not constitute “Indebtedness” of the Borrower.


 


“Indemnified
Amounts” has the meaning assigned to that term in Section 8.01.


 


“Indemnified
Party” has the meaning assigned to that term in Section 8.01.


 


“Indemnifying
Party” has the meaning assigned to that term in Section 8.03.


 


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


 


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


 


“Initial Advance”
means the first Advance made pursuant to Article II.


 


“Initial Loan
Assets” means the Loan Assets included in the Collateral Portfolio as of the Closing Date.


 


“Institutional
Lender” means (i) Wells Fargo and (ii) each financial institution other than a Conduit Lender which may from
time to time become a Lender hereunder by executing and delivering a Joinder Supplement to the Administrative Agent and the Borrower.


 


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


 


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


 


“Insurance Proceeds”
means any amounts received on or with respect to a Loan Asset under any Insurance Policy or with respect to any condemnation proceeding
or award in lieu of condemnation, other than (i) any such amount received which is required to be used to restore, improve
or repair the related property or required to be paid to the Obligor under the related Loan


 






    	 	19	 



     


    

 


Agreement or (ii) prior
to an Event of Default hereunder and with prior written notice to the Administrative Agent, any such amount for which the Servicer
has consented, in its reasonable business discretion, to be used to restore, improve or repair the related property or otherwise
to be paid to the Obligor under the related Loan Agreement.


 


“Interest”
means, with respect to any period and any Loan Asset, for the Obligor on such Loan Asset and any of its parents or Subsidiaries
that are obligated under the Loan Agreement for such Loan Asset (determined on a consolidated basis without duplication in accordance
with GAAP), the meaning of “Interest” or any comparable definition in the Loan Agreement for such Loan Asset and in
any case that “Interest” or such comparable definition is not defined in such Loan Agreement, all interest in respect
of Indebtedness (including the interest component of any payments in respect of Capital Lease Obligations) accrued or capitalized
during such period (whether or not actually paid during such period).


 


“Interest Collection
Account” means a sub-account (account number 46486705 at the Account Bank) of the Collection Account into which Interest
Collections shall be segregated.


 


“Interest Collections”
means, (i) with respect to any Loan Asset, all payments and collections attributable to interest on such Loan Asset, including,
without limitation, all scheduled payments of interest and payments of interest relating to principal prepayments, all guaranty
payments attributable to interest and proceeds of any liquidations, sales, dispositions or securitizations attributable to interest
on such Loan Asset, (ii) amendment fees, late fees, waiver fees, prepayment fees or other amounts received in respect of Loan
Assets and (iii) all payments (other than any hedge breakage payments) received pursuant to any Hedging Agreement or Hedge
Transaction.


 


“Interest Coverage
Ratio” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Interest Coverage Ratio”
or any comparable definition in the Loan Agreement for such Loan Asset, and in any case that “Interest Coverage Ratio”
or such comparable definition is not defined in such Loan Agreement, the ratio of (a) EBITDA to (b) Interest, as calculated
by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements and financial
reporting packages provided by the relevant Obligor as per the requirements of the related Loan Agreement.


 


“Joinder Supplement”
means an agreement among the Borrower, a Lender, its Lender Agent and the Administrative Agent in the form of Exhibit D
to this Agreement (appropriately completed) delivered in connection with a Person becoming a Lender hereunder after the Closing
Date.


 


“Lender”
means any Institutional Lender or Conduit Lender, and/or any other Person to whom an Institutional Lender or Conduit Lender assigns
any part of its rights and obligations under this Agreement and the other Transaction Documents in accordance with the terms of
Section 11.04.


 


“Lender Agent”
means, with respect to (i) Wells Fargo, Wells Fargo; (ii) each Conduit Lender which may from time to time become party
hereto, the Person designated as the “Lender Agent” with respect to such Conduit Lender in the applicable Joinder
Supplement and


 






    	 	20	 



     


    

 


(iii) each Institutional Lender which may from time to time become a party hereto, each shall be deemed to
be its own Lender Agent.


 


“Lender Fee
Letter” means each fee letter agreement that shall be entered into by and among the Borrower, the Servicer, the applicable
Lender and its related Lender Agent in connection with the transactions contemplated by this Agreement, as amended, modified, waived,
supplemented, restated or replaced from time to time.


 


“LIBOR”
means, for any day during a Remittance Period, with respect to any Advance (or portion thereof) (a) the rate per annum
appearing on Reuters Screen LIBOR01 Page (or any successor or substitute page) as the London interbank offered rate administered
by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for deposits in
dollars at approximately 11:00 a.m., London time, for such day, provided, if such day is not a Business Day, the immediately
preceding Business Day, for a one-month maturity; and (b) if no rate specified in clause (a) of this definition
so appears on Reuters Screen LIBOR01 Page (or any successor or substitute page), the interest rate per annum at which
dollar deposits of $5,000,000 and for a one-month maturity are offered by the principal London office of Wells Fargo in immediately
available funds in the London interbank market at approximately 11:00 a.m., London time, for such day; provided further,
that if LIBOR is less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding the foregoing
or anything to the contrary contained herein, upon the satisfaction of the Alternative Rate Condition at any time, LIBOR shall
be replaced with the Alternative Rate.


 


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


 


“Lien Release
Dividend” has the meaning assigned to that term in Section 2.07(g).


 


“Lien Release
Dividend Date” means the date of a Lien Release Dividend specified by the Borrower, which date may be any Business Day,
provided written notice is given in accordance with Section 2.07(g).


 


“Liquidity Agreement”
means any agreement entered into in connection with this Agreement pursuant to which a Liquidity Bank agrees to make purchases
from or advances to, or purchase assets from, any Conduit Lender in order to provide liquidity support for such Conduit Lender’s
Advances hereunder.


 


“Liquidity Bank”
means the Person or Persons who provide liquidity support to any Conduit Lender pursuant to a Liquidity Agreement in connection
with the issuance by such Conduit Lender of Commercial Paper Notes.


 






    	 	21	 



     


    

 


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


 


“Loan Asset”
means any loan originated or acquired by the Transferor and sold to the Borrower or originated or acquired by the Borrower in the
ordinary course of its business, which loan includes, without limitation, (i) the Required Loan Documents and Loan Asset File,
and (ii) all right, title and interest of the Transferor and/or the Borrower, as applicable, in and to the loan and any Underlying
Collateral, but excluding, as applicable, the Retained Interest and Excluded Amounts.


 


“Loan Asset
Checklist” means an electronic or hard copy, as applicable, of a checklist in the form of Exhibit P delivered
by or on behalf of the Borrower to the Collateral Custodian, that identifies each of the items which constitute Required Loan Documents
to be included within the respective Loan Asset File, which shall specify whether such document is an original or a copy and includes
the identification number and the name of the Obligor with respect to the related Loan Asset.


 


“Loan Asset
File” means, with respect to each Loan Asset, a file containing (a) each of the documents and items as set forth
on the Loan Asset Checklist with respect to such Loan Asset and (b) duly executed originals (to the extent required by the
Servicing Standard) and copies of any other Records relating to such Loan Assets and Portfolio Assets pertaining thereto.


 


“Loan Assignment”
has the meaning set forth in the Purchase and Sale Agreement.


 


“Loan Tape”
means the Loan Tape identifying the Loan Assets delivered by the Borrower or Servicer to the Collateral Custodian and the Administrative
Agent. Each such Loan Tape shall set forth the applicable information specified on Schedule V.


 


“Make-Whole
Premium” means, in the event that this Agreement is terminated pursuant to Section 2.18(b) prior to
the one year anniversary of the Tenth Amendment Date, an amount, payable pro rata to each Lender Agent (for the account
of the applicable Lenders), equal to 2.00% of the Maximum Facility Amount; provided that the Make-Whole Premium shall be
calculated without giving effect to the proviso in the definition of “Maximum Facility Amount”.


 


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


 


“Material Adverse
Effect” means, with respect to any event or circumstance, a material adverse effect on (a) the business, condition
(financial or otherwise), operations, performance or properties of the Transferor, the Servicer or the Borrower, (b) the
validity, enforceability or collectability of this Agreement or any other Transaction Document or the validity, enforceability
or collectability of the Loan Assets generally or any material portion of the Loan Assets, (c) the rights and remedies of
the Collateral Agent, the Collateral Custodian, the Account Bank, the Administrative Agent, any Lender, any Lender Agent and the
Secured Parties with respect to matters arising under this Agreement or any other Transaction Document, (d) the ability of
each of the Borrower and the Servicer to perform their respective obligations under this


 






    	 	22	 



     


    

 


Agreement or any other Transaction Document,
or (e) the status, existence, perfection, priority or enforceability of the Collateral Agent’s lien on the Collateral
Portfolio.


 


“Material Modification”
means any amendment or waiver of, or modification or supplement to, a Loan Agreement governing an Eligible Loan Asset executed
or effected on or after the Cut-Off Date for such Eligible Loan Asset which:


 


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


 


(b)            delays
or extends the stated maturity date for such Eligible Loan Asset;


 


(c)            waives
one or more interest payments, permits any interest due in cash to be deferred or capitalized and added to the principal amount
of such Eligible Loan Asset (other than any deferral or capitalization already allowed by the terms of the Loan Agreement with
respect to any PIK Loan Asset), or reduces the spread or coupon with respect to such Eligible Loan Asset when the Interest Coverage
Ratio is less than 150% (prior to giving effect to such reduction in interest expense);


 


(d)            contractually
or structurally subordinates such Eligible Loan Asset by operation of a priority of payments, turnover provisions, the transfer
of assets in order to limit recourse to the related Obligor or the granting of Liens (other than Permitted Liens) on any of the
Underlying Collateral securing such Loan Asset;


 


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


 


(f)            amends,
waives, forbears, supplements or otherwise modifies (i) the meaning of “Senior Leverage Ratio”, “Interest
Coverage Ratio” or “Permitted Liens” or any respective comparable definitions in the Loan Agreement for such
Eligible Loan Asset or (ii) any term or provision of such Loan Agreement referenced in or utilized in the calculation of the
 “Senior Leverage Ratio”, “Interest Coverage Ratio” or “Permitted Liens” or any respective comparable
definitions for such Eligible Loan Asset, in either case in a manner that, in the reasonable discretion of the Administrative Agent,
is materially adverse to the Secured Parties; provided that in connection any Revenue Recognition Implementation or any
Operating Lease Implementation, the Administrative Agent may waive any Material Modification resulting from such implementation
pursuant to this clause (f).


 


“Maximum Facility
Amount” means the aggregate Commitments as then in effect, which amount shall not exceed $104,700,000; provided that
at all times after the Reinvestment Period, the Maximum Facility Amount shall mean the aggregate Advances Outstanding at such time.


 






    	 	23	 



     


    

 


“Middle Market
Loan” means a commercial loan (a) that is not (and cannot by its terms become) subordinate in right of payment
to any obligation of the Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings,
(b) that is secured by a pledge of collateral, which security interest is validly perfected and first priority under Applicable
Law (subject to liens permitted under the applicable credit agreement that are reasonable and customary for similar loans, and
liens accorded priority by law in favor of the United States or any State or agency), (c) with respect to which the Servicer
determines in good faith that the value of the collateral securing the loan or the enterprise value and ability to generate cash
flow on or about the time of origination 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 the same collateral and (d) does not meet the criteria
set forth under the definition of Broadly Syndicated Loan.


 


“Minimum Equity
Amount” means $36,000,000.


 


“Moody’s”
means Moody’s Investors Service, Inc. (or its successors in interest).


 


“Multiemployer
Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower
or any ERISA Affiliate contributed or had any obligation to contribute on behalf of its employees at any time during the current
year or the preceding five years.


 


“Net Purchased
Loan Balance” means, as of any date of determination, an amount equal to (a) the aggregate Outstanding Balance of
all Loan Assets acquired by the Borrower prior to such date minus (b) the aggregate Outstanding Balance of all Loan
Assets (other than Warranty Loan Assets) repurchased or substituted by the Transferor prior to such date.


 


“Non-Usage Fee”
has the meaning assigned to that term in Section 2.09(a).


 


“Non-Usage Fee
Rate” has the meaning assigned to that term in Section 2.09(a).


 


“Noteless Loan
Asset” means a Loan Asset with respect to which the Loan Agreement (i) does not require the Obligor to execute and
deliver a promissory note to evidence the indebtedness created under such Loan Asset or (ii) requires any holder of the indebtedness
created under such Loan Asset to affirmatively request a promissory note from the related Obligor (and none has been requested
with respect to such Loan Asset held by the Borrower).


 


“Notice and
Request for Consent” has the meaning assigned to that term in Section 2.07(g)(i).


 


“Notice of Borrowing”
means an irrevocable written notice of borrowing from the Borrower to the Administrative Agent and each Lender Agent in the form
attached hereto as Exhibit E.


 


“Notice of Exclusive
Control” has the meaning given to such term in the Collection Account Agreement and the Unfunded Exposure Account Agreement,
as applicable.


 






    	 	24	 



     


    

 


“Notice of Reduction”
means a notice of a reduction of the Advances Outstanding pursuant to Section 2.18, in the form attached hereto as
Exhibit F.


 


“Obligations”
means all present and future indebtedness and other liabilities and obligations (howsoever created, arising or evidenced, whether
direct or indirect, absolute or contingent, or due or to become due) of the Borrower to the Lenders, the Lender Agents, the Administrative
Agent, the Account Bank, any Hedge Counterparty, the Secured Parties, the Collateral Agent or the Collateral Custodian arising
under this Agreement and/or any other Transaction Document and shall include, without limitation, all liability for principal of
and interest on the Advances Outstanding, Hedge Breakage Costs, Breakage Fees, indemnifications and other amounts due or to become
due by the Borrower to the Lenders, the Lender Agents, the Administrative Agent, the Collateral Agent, the Hedge Counterparty,
the Secured Parties, the Collateral Custodian and the Account Bank under this Agreement and/or any other Transaction Document,
including, without limitation, any amounts payable under any Hedging Agreement (including, without limitation, payments in respect
of the termination of any such Hedging Agreement), any Lender Fee Letter, any Make-Whole Premium and costs and expenses payable
by the Borrower to the Lenders, the Lender Agents, the Administrative Agent, the Account Bank, the Collateral Agent or the Collateral
Custodian, including attorneys’ fees, costs and expenses, including without limitation, interest, fees and other obligations
that accrue after the commencement of an insolvency proceeding (in each case whether or not allowed as a claim in such insolvency
proceeding).


 


“Obligor”
means, collectively, each Person obligated to make payments under a Loan Agreement, including any guarantor thereof.


 


“Officer’s
Certificate” means a certificate signed by the president, the secretary, an assistant secretary, the chief financial
officer or any vice president, as an authorized officer, of any Person.


 


“Operating Lease
Implementation” means the implementation by an Obligor of IFRS 16/ASC 842.


 


“Opinion of
Counsel” means a written opinion of counsel, which opinion and counsel are acceptable to the Administrative Agent in
its sole discretion.


 


“Outstanding
Balance” means the principal balance of a Loan Asset, expressed exclusive of PIK Interest and accrued interest.


 


“Payment Date”
means the 22nd day of each March, June, September and December or, if such day is not a Business Day, the
next succeeding Business Day; provided, that the final Payment Date shall occur on the Collection Date; provided further
that the Administrative Agent may, in its sole discretion with three (3) Business Days’ prior written notice to the
Borrower, the Collateral Agent and the Servicer, declare any Business Day a Payment Date if (i) (x) an Event of Default
shall have been declared or (y) after the automatic occurrence of a Facility Maturity Date and (ii) the Administrative
Agent or the Lenders have declared the Advances Outstanding and other Obligations to be immediately due and payable in full in
accordance with Section 7.01.


 


“Payment Duties”
has the meaning assigned to that term in Section 10.02(b)(iii).


 






    	 	25	 



     


    

 


“Pension Plan”
has the meaning assigned to that term in Section 4.01(w).


 


“Permitted Assignee”
means any lender which has a long-term unsecured debt rating of not less than “A3” from Moody’s and not less
than “A” from S&P.


 


“Permitted Investments”
means any of:


 


(i)            direct
Registered obligations of, and Registered obligations the timely payment of principal and interest on which is fully and expressly
guaranteed by, the United States of America or any agency or instrumentality of the United States of America whose obligations
are expressly backed by the full faith and credit of the United States of America;


 


(ii)            demand
and time deposits in, certificates of deposit of, trust accounts with, bankers’ acceptances issued by, or federal funds sold
by any depository institution or trust company incorporated under the laws of the United States of America (including the Account
Bank) or any state thereof and subject to supervision and examination by federal and/or state banking authorities, in each case
payable within 183 days after issuance, so long as the commercial paper and/or the debt obligations of such depository institution
or trust company (or, in the case of the principal depository institution in a holding company system, the commercial paper or
debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment
have the Eligible Investment Required Ratings;


 


(iii)            unleveraged
repurchase obligations (if treated as debt by the Borrower and the counterparty) with respect to (a) any security described
in clause (i) above or (b) any other Registered security issued or guaranteed by an agency or instrumentality of the
United States of America, in either case entered into with a depository institution or trust company (acting as principal) described
in clause (ii) above or entered into with an entity (acting as principal) with, or whose parent company has (in addition to
a guarantee agreement with such entity, which guarantee agreement complies with S&P’s then-current criteria with respect
to guarantees) the Eligible Investment Required Ratings;


 


(iv)            Registered
debt securities bearing interest or sold at a discount issued by a corporation formed under the laws of the United States of America
or any State thereof that satisfies the Eligible Investment Required Ratings at the time of such investment or contractual commitment
providing for such investment;


 


(v)            commercial
paper or other short-term obligations (other than asset-backed commercial paper) with the Eligible Investment Required Ratings
and that either bear interest or are sold at a discount from the face amount thereof and have a maturity of not more than 183 days
from their date of issuance;


 


(vi)            a
Reinvestment Agreement issued by any bank (if treated as a deposit by such bank), or a Reinvestment Agreement issued by any insurance
company or other corporation or entity, in each case with the Eligible Investment Required Ratings; provided that (a) the
Borrower has received the consent of the Administrative Agent with respect thereto or (b) such Reinvestment Agreement may
be unwound at the option of the Borrower without penalty; and


 






    	 	26	 



     


    

 


(vii)            money
market funds that have, at all times, credit ratings of “Aaa” and “MR1+” by Moody’s and “AAAm”
or “AAAm-G” by S&P, respectively;


 


provided that
(1) Permitted Investments purchased with funds in the Collection Account shall be held until maturity except as otherwise
specifically provided herein and shall include only such obligations or securities, other than those referred to in clause (vii) above,
as mature (or are putable at par to the issuer thereof) no later than the Business Day prior to the next Payment Date unless such
Permitted Investments are issued by the Account Bank in its capacity as a banking institution, in which event such Permitted Investments
may mature on such Payment Date; and (2) none of the foregoing obligations or securities shall constitute Permitted Investments
if (a) such obligation or security has an “f”, “r”, “p”, “pi”, “q”,
 “sf” or “t” subscript assigned by S&P, (b) all, or substantially all, of the remaining amounts
payable thereunder consist of interest and not principal payments, (c) payments with respect to such obligations or securities
or proceeds of disposition are subject to withholding taxes by any jurisdiction unless the payor is required to make “gross-up”
payments that cover the full amount of any such withholding tax on an after-tax basis, (d) such obligation or security is
secured by real property, (e) such obligation or security is purchased at a price greater than 100% of the principal or face
amount thereof, (f) such obligation or security is subject of a tender offer, voluntary redemption, exchange offer, conversion
or other similar action, (g) in the Servicer’s judgment, such obligation or security is subject to material non-credit
related risks, (h) such obligation is a structured finance obligation or (i) such obligation or security is represented
by a certificate of interest in a grantor trust. Permitted Investments may include, without limitation, those investments issued
by or made with the Account Bank or for which the Account Bank or an Affiliate thereof provides services and receives compensation.


 


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


 


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


 


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


 


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


 






    	 	27	 



     


    

 


“Pledge”
means the pledge of any Eligible Loan Asset or other Portfolio Asset pursuant to Article II.





 


“Portfolio Assets”
means all Loan Assets in which the Borrower has an interest, together with all proceeds thereof and other assets or property related
thereto, including all right, title and interest of the Borrower in and to:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(h)            the
Purchase and Sale Agreement (including, without limitation, rights of recovery of the Borrower against the Transferor) and the
assignment to the Collateral Agent, for the benefit of the Secured Parties, of all UCC financing statements filed by the Borrower
against the Transferor under or in connection with the Purchase and Sale Agreement;


 


(i)            any
Hedging Agreement and all payments from time to time due thereunder;


 


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


 


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


 


“Priced Loan
Asset” means any First Lien Loan that (a) has an original tranche size of $250,000,000 or greater, (b) has
an EBITDA for the prior twelve calendar months of $50,000,000 or greater, and (c) has (x) an observable quote with a
bid depth of at least 5 from LoanX Mark-It Partners or Loan Pricing Corporation or (y) observable quotes from at least 5


 






    	 	28	 



     


    

 


Approved
Broker-Dealers (with the price for such Priced Loan Asset being the average of such observable quotes).


 


“Prime Rate”
means the rate publicly announced by the Administrative Agent from time to time as its prime rate in the United States, such rate
to change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by
the Administrative Agent or any other specified financial institution in connection with extensions of credit to debtors; provided
that if the Prime Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Principal Collection
Account” means a sub-account (account number 46486706 at the Account Bank) of the Collection Account into which Principal
Collections shall be segregated.


 


“Principal Collections”
means (i) any amounts deposited by the Borrower in accordance with Section 2.06(a)(i) or Section 2.07(c)(i),
(ii) with respect to any Loan Asset, all amounts received which are not Interest Collections, including, without limitation,
all Recoveries, all Insurance Proceeds, all scheduled payments of principal and principal prepayments and all guaranty payments
and proceeds of any liquidations, sales, dispositions or securitizations, in each case, attributable to the principal of such Loan
Asset and (iii) all hedge breakage payments received pursuant to any Hedging Agreement or Hedge Transaction. For the avoidance
of doubt, “Principal Collections” shall not include amounts on deposit in the Unfunded Exposure Account.


 


“Principal Sharing
Condition” means, on any date of determination, a condition that is satisfied if each of the following criteria are met:


 


(a)            such
date of determination occurs prior to the nine month anniversary of the Thirteenth Amendment Date;


 


(b)            the
number of Obligors included in the Collateral Portfolio is greater than or equal to 20; provided that Paradigm DKD Group,
LLC, Payless ShoeSource, Inc., and W3 Co. shall be excluded from such calculation;


 


(c)            (i) the
Outstanding Balance of Loan Assets included in the Collateral Portfolio that are currently subject to Value Adjustment Events divided
by (ii) the Outstanding Balance of all Loan Assets included in the Collateral Portfolio is less than or equal to 50.0%;
provided that any Loan Assets with respect to which Paradigm DKD Group, LLC, Payless ShoeSource, Inc., or W3 Co. is
an Obligor shall be excluded from both the numerator and the denominator of such calculation; and


 


(d)            (i) the
aggregate Adjusted Borrowing Value of Eligible Loan Assets plus (ii) any Principal Collections (excluding Principal
Collections to be distributed pursuant to Sections 2.04(b)(i) and (b)(ii) on the next Payment Date (and,
in the case of clauses (b)(iii)(w), (b)(iii)(x) and (b)(iii)(y), after giving pro forma effect to any
withdrawal of amounts pursuant thereto on such date of determination)) is greater than or equal to $120,000,000.


 


“Pro Rata Share”
means, with respect to each Lender, the percentage obtained by dividing the Commitment of such Lender (or, following the termination
thereof, the outstanding


 






    	 	29	 



     


    

 


principal amount of all Advances of such Lender), by the aggregate Commitments of all the Lenders (or,
following the termination thereof, the aggregate Advances Outstanding).


 


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


 


“Purchase and
Sale Agreement” means that certain Purchase and Sale Agreement, dated as of the Closing Date, between the Transferor,
as the seller, and the Borrower, as the purchaser, as amended, modified, waived, supplemented, restated or replaced from time to
time.


 


“Purchase Price”
means, with respect to any Eligible Loan Asset, the value (expressed as a percentage of the Outstanding Balance of such Loan Asset)
equal to the purchase price thereof; provided that the purchase price of an Eligible Loan Asset purchased in the primary
syndication thereof at a price (a) on or prior to the Tenth Amendment Date, equal to or greater than 95% of par (including
any purchase at a premium) or (b) after the Tenth Amendment Date, equal to or greater than 97% of par (including any purchase
at a premium), in each case, shall be deemed to be par for all purposes of this definition.


 


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


 


“Recoveries”
means, as of the time any Underlying Collateral with respect to any Defaulted Loan Asset is sold in connection with the enforcement
of remedies, discarded or abandoned (after a determination by the Servicer that such Underlying Collateral has little or no remaining
value) or otherwise determined to be fully liquidated by the Servicer in accordance with the Servicing Standard, the proceeds from
the sale of the Underlying Collateral, the proceeds of any related Insurance Policy, any other recoveries with respect to such
Loan Asset, as applicable, the Underlying Collateral, net of any amounts received that are required under such Loan Asset, as applicable,
to be refunded to the related Obligor.


 


“Recovery Value”
means with respect to Middle Market Loans and Broadly Syndicated Loans, 50%.


 


“Register”
has the meaning assigned to that term in Section 2.14.


 


“Registered”
means in registered form for U.S. federal income tax purposes and issued after July 18, 1984; provided that a certificate
of interest in a grantor trust shall not be treated as Registered unless each of the obligations or securities held by the trust
was issued after that date.


 


“Reinvestment
Agreement” means a guaranteed reinvestment agreement from a bank, insurance company or other corporation or entity having
an Eligible Investment Required


 






    	 	30	 



     


    

 


Rating; provided that such agreement provides that it is terminable by the purchaser, without
penalty, if the rating assigned to such agreement by S&P or Moody’s is at any time lower than such agreement’s
Eligible Investment Required Rating.


 


“Reinvestment
Period” shall mean the period commencing on the Closing Date and ending on the day preceding the earliest of (i) the
one year anniversary of the Tenth Amendment Date (or such later date as is agreed to in writing by the Borrower, the Servicer,
the Administrative Agent and the Lenders pursuant to Section 2.19), (ii) the occurrence of an Event of Default,
and (iii) the date of any voluntary termination by the Borrower pursuant to Section 2.18(b).


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,
administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.


 


“Release Date”
has the meaning set forth in Section 2.07(c).


 


“Relevant Test
Period” means, with respect to any Loan Asset, the relevant test period for the calculation of Total Leverage Ratio,
Senior Leverage Ratio or Interest Coverage Ratio, as applicable, for such Loan Asset in the related Loan Agreement or, if no such
period is provided for therein, for Obligors delivering monthly financing statements, each period of the last 12 consecutive reported
calendar months, and for Obligors delivering quarterly financing statements, each period of the last four consecutive reported
fiscal quarters of the principal Obligor on such Loan Asset; provided that with respect to any Loan Asset for which the
relevant test period is not provided for in the related Loan Agreement, if an Obligor is a newly-formed entity as to which 12 consecutive
calendar months have not yet elapsed, “Relevant Test Period” shall initially include the period from the date of formation
of such Obligor to the end of the twelfth calendar month or fourth fiscal quarter (as the case may be) from the date of formation,
and shall subsequently include each period of the last 12 consecutive reported calendar months or four consecutive reported fiscal
quarters (as the case may be) of such Obligor.


 


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


 


“Replacement
Servicer” has the meaning assigned to that term in Section 6.01(c).


 


“Reporting Date”
means the date that is two Business Days prior to the 20th of each calendar month, commencing February 20, 2014.


 


“Repurchase
Price” has the meaning set forth in Section 2.07(c)(i).


 


“Required Lenders”
means (i) Wells Fargo (as a Lender hereunder) and its successors and assigns and (ii) the Lenders representing an aggregate
of at least 51% of the aggregate Commitments of the Lenders then in effect.


 






    	 	31	 



     


    

 


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


 


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


 


(b)            to
the extent applicable to the related Loan Asset, copies of the executed (i) guaranty, (ii) underlying credit or loan
agreement (or similar agreement pursuant to which the related Loan has been issued or created), (iii) acquisition agreement
(or similar agreement) and (iv) security agreement, mortgage or other agreement that secures the obligations represented by
such Loan, in each case as set forth on the Loan Asset Checklist; and


 


(c)            with
respect to any Loan Asset originated by the Transferor and with respect to which the Transferor acts as administrative agent (or
in a comparable capacity), either (i) copies of the UCC-1 Financing Statements, if any, and any related continuation statements,
each showing the Obligor as debtor and the Collateral Agent as total assignee or showing the Obligor, as debtor and the Transferor
(or the applicable Affiliate) as secured party and each with evidence of filing thereon, or (ii) copies of any such financing
statements certified by the Servicer to be true and complete copies thereof in instances where the original financing statements
have been sent to the appropriate public filing office for filing, in each case as set forth in the Loan Asset Checklist.


 


“Required Reports”
means, collectively, the Servicing Report required pursuant to Section 6.08(b), the Servicer’s Certificate required
pursuant to Section 6.08(c), the financial statements of the Servicer required pursuant to Section 6.08(d),
the tax returns of the Borrower and the Servicer required pursuant to Section 6.08(e),
the financial statements and valuation reports of each Obligor required pursuant to Section 6.08(fe),
the annual statements as to compliance required pursuant to Section 6.09, and the annual independent public accountant’s
report required pursuant to Section 6.10.


 


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


 


“Restricted
Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any class of membership
interests of the Borrower now or hereafter outstanding, except a dividend or distribution paid solely in interests of that class
of membership interests or in any junior class of membership interests of the Borrower;,
(ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct
or indirect, of any class of membership interests of the Borrower now or hereafter outstanding, (iii)


 






    	 	32	 



     


    

 


any payment made to
redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire
membership interests of the Borrower now or hereafter outstanding, and (iv) any payment of management fees by the Borrower.
For the avoidance of doubt, (x) payments and reimbursements due to the Servicer in accordance with this Agreement or any
other Transaction Document do not constitute Restricted Junior Payments, and (y) distributions by the Borrower to holders
of its membership interests of Loan Assets or of cash or other proceeds relating thereto which have been substituted by the Borrower
in accordance with this Agreement shall not constitute Restricted Junior Payments.


 


“Retained Interest”
means, with respect to any Agented Loan that is transferred to the Borrower, (i) all of the obligations, if any, of the agent(s) under
the documentation evidencing such Agented Loan and (ii) the applicable portion of the interests, rights and obligations under
the documentation evidencing such Agented Loan that relate to such portion(s) of the indebtedness that is owned by another
lender.


 


“Revenue Recognition
Implementation” means the implementation by an Obligor of IFRS 15/ASC 606.


 


“Review Criteria”
has the meaning assigned to that term in Section 12.02(b)(i).


 


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


 


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


 


“Sanction”
or “Sanctions” means, individually and collectively, respectively, any and all economic or financial sanctions,
sectoral sanctions, secondary sanctions, trade embargoes and anti-terrorism laws, including but not limited to those imposed, administered
or enforced from time to time by: (a) the United States of America, including those administered by the U.S. Department of
the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of the Treasury, the U.S.
Department of State, the U.S. Department of Commerce, or through any existing or future executive order; (b) the United Nations
Security Council; (c) the European Union; (d) the United Kingdom; or (e) any other governmental authorities with
jurisdiction over the Borrower, the Servicer, the Transferor or any of their respective Subsidiaries.


 


“Sanctioned
Person” means any Person that is a target of Sanctions, including without limitation, a Person that is: (a) listed
on OFAC’s Specially Designated Nationals (SDN) and Blocked Persons List; (b) listed on OFAC’s Consolidated Non-SDN
List; (c) a legal entity that is deemed by OFAC to be a Sanctions target based on the ownership of such legal entity by Sanctioned
Person(s); or (d) a Person that is a Sanctions target pursuant to any territorial or country-based Sanctions program.


 


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


 






    	 	33	 



     


    

 


“Secured Party”
means each of the Administrative Agent, each Lender, each Lender Agent, each Affected Party, each Indemnified Party, the Collateral
Custodian, the Collateral Agent, the Account Bank and each Hedge Counterparty.


 


“Securities
Act” means the U.S. Securities Act of 1933.


 


“Senior Leverage
Ratio” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Senior Leverage Ratio”
or any comparable definition relating to first lien senior secured related (or such applicable lien or applicable level within
the capital structure) indebtedness in the related Loan Agreement for each such Loan Asset, and in any case that “Senior
Leverage Ratio” or such comparable definition is not defined in such Loan Agreement, the ratio of (a) first lien senior
secured (or such applicable lien or applicable level within the capital structure) Indebtedness to (b) EBITDA, as calculated
by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements and financial
reporting packages provided by the relevant Obligor as per the requirements of the related Loan Agreement.


 


“Servicer”
means at any time the Person then authorized, pursuant to Section 6.01, to service, administer, and collect on the
Loan Assets and exercise rights and remedies in respect of the same.


 


“Servicer
Change of Control” shall be deemed to have occurred if Golub Capital BDC, Inc. and RGA Reinsurance
Company fail possess, directly or indirectly, the power to direct the direction or the management of the Servicer, whether through
voting rights, ownership rights, or by contract or otherwise.


 


“Servicer Pension
Plan” has the meaning set forth in Section 4.03(p).


 


“Servicer Termination
Event” means the occurrence of any one or more of the following events:


 


(a)            any
failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation, with
respect to bifurcation and remittance of Interest Collections and Principal Collections) or the Unfunded Exposure Account of funds
received by the Borrower or the Servicer and its Affiliates on behalf of the Borrower, as required by this Agreement or any other
Transaction Document which continues unremedied for a period of two Business Days; provided that in the case of a default
in payment, transfer or deposit resulting solely from an administrative error or omission by the Servicer, such default continues
for a period of one (1) or more Business Days after the earlier of (x) the Servicer receiving written notice or (y) the
Servicer having actual knowledge, in each case, of such administrative error or omission (irrespective of whether the cause of
such administrative error or omission has been determined);


 


(b)            any
failure on the part of the Servicer duly to (i) observe or perform in any material respect any other covenants or agreements
of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party (including, without
limitation, any delegation of the Servicer’s duties that is not permitted by Section 6.01 of this Agreement)
or (ii) comply in any material respect with the Servicing Standard regarding the servicing of the Collateral Portfolio and
in each case the same continues unremedied for a period of 30 days (if


 






    	 	34	 



     


    

 


such failure can be remedied) after the earlier to occur
of (x) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer
by the Administrative Agent or the Collateral Agent (at the direction of the Administrative Agent) and (y) the date on which
a Responsible Officer of the Servicer acquires knowledge thereof;


 


(c)            the
failure of the Servicer to make any payment when due (after giving effect to any related grace period) under one or more agreements
for borrowed money to which it is a party and for which there is recourse to the Servicer or the property of the Servicer for
such debt in an aggregate amount in excess of United States $5,000,000, individually or in the aggregate, or the occurrence of
any event or condition that has resulted in the acceleration of such amount of recourse debt, whether or not waived;


 


(d)            a
Bankruptcy Event shall occur with respect to the Servicer;


 


(e)            Senior
Loan FundGC Advisors LLC
shall assign its rights or obligations as “Servicer” hereunder to any Person without the consent of each Lender Agent
and the Administrative Agent (as required in the third to last sentence of Section 11.04(a)), other than any assignment
effected in connection with a transaction which meets the requirements of Section 5.04(a);


 


(f)            an
Equityholder Change of Control shall occur;as of the last day of
any fiscal quarter, GCBDC fails to maintain the Asset Coverage Ratio at greater than or equal to 1.50:1 and the same continues
unremedied for a period of one fiscal quarter;


 


(g)            a
Servicer Change of Control shall occur;as of the last day of any
fiscal quarter, GCBDC fails to maintain GAAP net assets (as reflected in its quarterly or annual financial statements without
any deductions) in an amount at least equal to $1,072,500,000, as increased by 65% of the net proceeds of any sales of common
stock or other equity offerings (including drawings on capital commitments of equityholders) of GCBDC consummated by GCBDC after
September 16, 2019;


 


(h)            any
failure by the Servicer to deliver (i) any required Servicing Report on or before
the date occurring two Business Days after the date such report is required to be deliveredmade
or given, as the case may be, or (ii) any other Required Reports hereunder on or before the date occurring five
Business Days after the date such report is required to be made or given, as the case may be, in each case under the terms of
this Agreement;


 


(i)            any
representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant
to any Transaction Document shall prove to have been incorrect when made, which has a Material Adverse Effect and continues to
be unremedied for a period of 30 days after the earlier to occur of (i) the date on which written notice of such incorrectness
requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or the Collateral Agent (at
the direction of the Administrative Agent) and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge
thereof;


 


(j)            [reserved];


 






    	 	35	 



     


    

 





 


(k)            the
rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of United
States $2,500,000,7,500,000, individually
or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than
60 consecutive days without a stay of execution; or


 


(l)     the
occurrence of an Event of Default; or(m)     any
other event which has caused a Material Adverse Effect on the assets, liabilities, financial condition, business or operations
of the Servicer or the ability of the Servicer to meet its obligations under the Transaction Documents to which it is a party.


 


“Servicer Termination
Notice” has the meaning assigned to that term in Section 6.01(b).


 


“Servicer’s
Certificate” has the meaning assigned to that term in Section 6.08(c).


 


“Servicing
Fee” means the fee payable to the Servicer on each Payment Date in arrears in respect of each Remittance Period, which
fee shall be equal to the product of (i) 0.50%, (ii) the arithmetic mean of the aggregate Outstanding Balance of all
Eligible Loan Assets on the first day and on the last day of the related Remittance Period and (iii) the actual number of
days in such Remittance Period divided by 360; provided that, in the sole discretion of the Servicer, the Servicer may,
from time to time, waive all or any portion of the Servicing Fee payable on any Payment
Date.


 


“Servicing
File” means, for each Loan Asset, (a) copies of each of the Required Loan Documents and (b) any other portion
of the Loan Asset File which is not part of the Required Loan Documents.


 


“Servicing
Report” has the meaning assigned to that term in Section 6.08(b).


 


“Servicing
Standard” means, with respect to any Loan Assets included in the Collateral Portfolio, to service and administer such
Loan Assets in accordance with Applicable Law, the terms of this Agreement, the Loan Agreements and, to the extent consistent
with the foregoing, (a) the higher of (i) in a manner consistent with the provisions of the Investment Advisers Act
of 1940 applicable to the Servicer as an advisor to the Borrower and (ii) the same care, skill, prudence and diligence with
which the Servicer services and administers loans for its own account or for the account of others and (b) with a view to
maximize the value of the Loan Assets.


 


“Solvent”
means, as to any Person at any time, having a state of affairs such that all of the following conditions are met: (a) the
fair value of the property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent
and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the
Bankruptcy Code; (b) the present fair saleable value of the property of such Person in an orderly liquidation of such Person
is not less than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities
as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities
(including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person
does not intend to, and does not believe that it will, incur debts or liabilities beyond


 






    	 	36	 



     


    

 


such Person’s ability to pay as
such debts and liabilities mature; and (e) such Person is not engaged in a business or a transaction, and does not propose
to engage in a business or a transaction, for which such Person’s property assets would constitute unreasonably small capital.


 


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


 


“Stated Maturity
Date” means the five year anniversary of the Tenth Amendment Date or such later date as is agreed to in writing by the
Borrower, the Servicer, the Administrative Agent and the Lenders pursuant to Section 2.19.


 


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


 


“Substitute
Eligible Loan Asset” means each Eligible Loan Asset Pledged by the Borrower to the Collateral Agent, on behalf of the
Secured Parties, pursuant to Section 2.07(a) or Section 2.07(c)(ii).


 


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


 


“Tenth Amendment
Date” means August 30, 2017.


 


“Term Loan Asset”
means a Loan Asset that is a term loan that has been fully funded and does not contain any unfunded commitment arising from an
extension of credit to an Obligor.


 


“Thirteenth
Amendment Date” means September 21, 2018.


 


“Total Leverage
Ratio” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Total Leverage Ratio”
or any comparable definition in the related Loan Agreement for each such Loan Asset, and in any case that “Total Leverage
Ratio” or such comparable definition is not defined in such Loan Agreement, the ratio of (a) Indebtedness to (b) EBITDA,
as calculated by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements
and financial reporting packages provided by the relevant Obligor as per the requirements of the related Loan Agreement.


 


“Transaction
Documents” means this Agreement, the Variable Funding Note(s), any Hedging Agreement, any Joinder Supplement, the Purchase
and Sale Agreement, the Collection Account Agreement, the Unfunded Exposure Account Agreement, the Wells Fargo Fee Letter, each
Lender Fee Letter and each document, instrument or agreement related to any of the foregoing.


 






    	 	37	 



     


    

 


“Transferee
Letter” has the meaning assigned to that term in Section 11.04(a).


 


“Transferor”
means Senior Loan Fund LLC, in its capacity as the Transferor hereunder and as the seller under the Purchase and Sale Agreement,
together with its successors and assigns in such capacity.


 


“Transferor
Agented Required Loan Documents” means, for each Loan Asset, the documents set forth in clause (c) of the
definition of “Required Loan Documents”.


 





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


 


“Underlying
Collateral” means, with respect to a Loan Asset, any property or other assets designated and pledged or mortgaged as
collateral to secure repayment of such Loan Asset, as applicable, including, without limitation, mortgaged property and/or a pledge
of the stock, membership or other ownership interests in the related Obligor and all proceeds from any sale or other disposition
of such property or other assets.


 


“Unfunded
Capital Commitment” means, with respect to any member of Senior Loan Fund LLC, that portion of the
Capital Commitment of such Person which is still available to be called (i.e., the unfunded Capital Commitment of such member,
minus the sum of any amounts as to the payment of which such Person is excused, as a result of regulatory concerns or otherwise,
or is otherwise discharged (by act of any Person, by operation of law, or otherwise), minus that portion of the proceeds of any
pending capital calls that are not allocated to be contributed to the Borrower or to be used to pay an obligation of the Borrower
arising from or related to the transactions contemplated by this Agreement).


 


“Unfunded Exposure
Account” means a trust account (account number 46486707 at the Account Bank) in the name of the Collateral Agent and
under the sole dominion and control of the Collateral Agent for the benefit of the Secured Parties; provided, that the
funds deposited therein (including any interest and earnings thereon) from time to time shall constitute the property and assets
of the Borrower and the Borrower shall be solely liable for any Taxes payable with respect to the Unfunded Exposure Account.


 


“Unfunded Exposure
Account Agreement” means that certain Unfunded Exposure Account Agreement, dated the date of this Agreement, among the
Borrower, the Servicer, the Account Bank, the Administrative Agent, and the Collateral Agent, which agreement relates to the Unfunded
Exposure Account, as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with the
terms thereof.


 


“Unfunded Exposure
Amount” means, as of any date of determination, with respect to an Eligible Loan Asset, an amount equal to the aggregate
amount of all unfunded commitments associated with such Eligible Loan Asset.


 


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


 






    	 	38	 



     


    

 


“Unfunded Exposure
Equity Amount” means, on any date of determination, an amount equal to:


 


(i)            for
all Eligible Loan Assets which have any unfunded commitments, the aggregate sum of the products of (a) the Unfunded Exposure
Amount for each such Eligible Loan Asset multiplied by (b) the difference of (x) 100% minus (y) the
Applicable Percentage for each such Eligible Loan Asset;


 


plus


 


(ii)            for
all Eligible Loan Assets which have any unfunded commitments, the aggregate sum of the products of (a) (x) 100% minus
the Assigned Value for each such Eligible Loan Asset multiplied by (y) the Unfunded Exposure Amount of each such Eligible
Loan Asset multiplied by (b) the Applicable Percentage for each such Eligible Loan Asset.


 


“United States”
means the United States of America.


 


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


 


“Unused Portion”
has the meaning assigned to that term in Section 2.09(a).


 


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


 


(i)            (x) the
Interest Coverage Ratio for any Relevant Test Period with respect to such Loan Asset is (i) less than 1.50x and (ii) less
than or equal to 85% of the Interest Coverage Ratio with respect to such Loan Asset as calculated on the applicable Cut-Off Date
(or, in the case of Loan Assets approved by the Administrative Agent prior to the Closing Date, as set forth on the Approval Notice
for such Loan Assets) or (y) the Senior Leverage Ratio for any Relevant Test Period of the related Obligor with respect to
such Loan Asset (I) is more than 0.50x higher than such Senior Leverage Ratio as calculated on the applicable Cut-Off Date
(or, in the case of Loan Assets approved by the Administrative Agent prior to the Closing Date, as set forth on the Approval Notice
for such Loan Assets) and (II) is more than 3.50x; provided that in connection with any Revenue Recognition Implementation
or any Operating Lease Implementation, the Administrative Agent (with the consent of the Servicer (such consent not to be unreasonably
withheld, delayed or conditioned)) may retroactively adjust the Senior Leverage Ratio or Interest Coverage Ratio for any Loan Asset
as determined on the applicable Cut-Off Date;


 


(ii)            an
Obligor payment default with respect to principal or interest under such Loan Asset (after giving effect to any grace and/or cure
period set forth in the Loan Agreement, but not to exceed five Business Days) (including in respect of the acceleration of the
debt under the applicable Loan Agreement);


 


(iii)            a
payment default as to all or any portion of one or more payments of principal or interest has occurred in relation to any other
senior or pari passu obligation for borrowed money of the related Obligor (after giving effect to any grace and/or cure
period set forth in the Loan Agreement, but not to exceed five Business Days);


 






    	 	39	 



     


    

 


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


 


(v)            the
failure to deliver a “loan level” financial reporting package no later than 60 days after the end of each quarter or
120 days after the end of each fiscal year (unless waived or otherwise agreed to by the Administrative Agent in its sole discretion);
or


 


(vi)            the
occurrence of a Material Modification with respect to such Loan Asset.


 


“Variable Funding
Note” has the meaning assigned to such term in Section 2.01(a).


 


“Warranty Amount”
means, on any date of determination, an amount equal to the positive difference, if any, of the aggregate unpaid Repurchase Price
of all Warranty Loan Assets less the Excess Availability. For the avoidance of doubt, the aggregate “Warranty Amount”
shall be reduced to the extent of any payments made pursuant to Section 2.04(a)(vi)(a) and in the event that the
Repurchase Price of a Warranty Loan Asset included in the “Warranty Amount” calculation is subsequently paid by the
Borrower.


 


“Warranty Event”
means, as to any Loan Asset, the discovery that, as of the related Cut-Off Date, such Loan Asset did not satisfy the definition
of “Eligible Loan Asset” and the failure of the Borrower to cure such breach, or cause the same to be cured, within
10 days after the earlier to occur of the Borrower’s receipt of notice thereof from the Administrative Agent or the Borrower
becoming aware thereof.


 


“Warranty Loan
Asset” means any Loan Asset with respect to which a Warranty Event has occurred.


 


“Wells Fargo”
shall mean Wells Fargo Bank, N.A., and its successors and assigns.


 


“Wells Fargo
Fee Letter” means the Wells Fargo Fee Letter, dated as of the Closing Date, between the Collateral Agent, the Collateral
Custodian, the Account Bank, the Borrower and the Administrative Agent, as such letter may be amended, modified, supplemented,
restated or replaced from time to time.


 


“Yield”
means with respect to any Remittance Period, the sum for each day in such Remittance Period determined in accordance with the following
formula:


 


YR x L

D


 


	where:	YR	=	the Yield Rate applicable on such day;



 


		L	=	the Advances Outstanding on such day; and



 


		D	=	360 days or, to the extent the Yield Rate is the Alternative Rate, 365 or 366 days, as applicable;



 


provided that (i) no provision
of this Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by Applicable
Law and (ii) Yield shall not be


 






    	 	40	 



     


    

 


considered paid by any distribution if
at any time such distribution is later required to be rescinded by any Lender to the Borrower or any other Person for any reason
including, without limitation, such distribution becoming void or otherwise avoidable under any statutory provision or common
law or equitable action, including, without limitation, any provision of the Bankruptcy Code.


 


“Yield Rate”
means, as of any date of determination, an interest rate per annum equal to LIBOR for such date plus the Applicable
Spread; provided that if a Lender Agent shall have notified the Administrative Agent that a Eurodollar Disruption Event
has occurred, the Yield Rate shall be equal to the Alternative Rate plus the Applicable Spread until such Lender Agent
shall have notified the Administrative Agent that such Eurodollar Disruption Event has ceased, at which time the Yield Rate shall
again be equal to LIBOR for such date plus the Applicable Spread.


 


Section 1.02     Other
Terms.


 


All accounting terms
used but not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC
in the State of New York, and used but not specifically defined herein, are used herein as defined in such Article 9.


 


Section 1.03     Computation
of Time Periods.


 


Unless otherwise stated
in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each mean “to but excluding.”


 


Section 1.04     Interpretation.


 


In each Transaction
Document, unless a contrary intention appears:


 


(a)            the
singular number includes the plural number and vice versa;


 


(b)            reference
to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted
by the Transaction Documents;


 


(c)            reference
to any gender includes each other gender;


 


(d)            reference
to day or days without further qualification means calendar days;


 


(e)            reference
to any time means New York, New York time (unless expressly specified otherwise);


 


(f)            reference
to the words “include”, “includes” and “including” shall be deemed to be followed by the phrase
 “without limitation”;


 


(g)            the
word “any” is not limiting and means “any and all” unless the context clearly requires or the language
provides otherwise;


 


(h)            reference
to any agreement (including any Transaction Document), document or instrument means such agreement, document or instrument as amended,
modified, waived, supplemented, restated or replaced and in effect from time to time in accordance with the terms thereof and,
if applicable, the terms of the other Transaction Documents, and reference to any promissory note includes any promissory note
that is an extension or renewal thereof or a substitute or replacement therefor; and


 


(i)            reference
to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and
in effect from time to time, including rules and regulations promulgated thereunder and reference to any Section or other
provision of any Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the substantive
amendment, modification, codification, replacement or reenactment of such Section or other provision.


 






    	 	41	 



     


    

 


(j)            reference
to any delivery or transfer to the Collateral Agent with respect to the Collateral Portfolio means delivery or transfer to the
Collateral Agent on behalf of the Secured Parties;


 


(k)            if
any date for compliance with the terms or conditions of any Transaction Document falls due on a day which is not a Business Day,
then such due date shall be deemed to be the immediately following Business Day;


 


(l)            reference
to the date of any acquisition or disposition of any asset in the Collateral Portfolio, or the date on which any such asset is
added to or removed from the Collateral Portfolio shall mean the related “settlement date” and not the related “trade
date”;


 


(m)            for
purposes of this Agreement, an Event of Default or a Servicer Termination Event shall be deemed to be continuing until (x) solely
with respect to any Event of Default or Servicer Termination Event arising solely as a result of the failure of any representation,
warranty or certification related to such Loan Asset being an Eligible Loan Asset, such Loan Asset is sold in accordance with the
terms of this Agreement or (y) it is waived in accordance with Section 7.01;


 


(n)            unless
otherwise expressly stated in this Agreement, if at any time any change in generally accepted accounting principles (including
the adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth
in this Agreement or any Loan Agreement, the Borrower and the Administrative Agent shall negotiate in good faith to amend such
covenant to preserve the original intent in light of such change; provided, that, until so amended, (i) such covenant
shall continue to be computed in accordance with the application of generally accepted accounting principles prior to such change
and (ii) the Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably
satisfactory to the Administrative Agent, between calculations of such covenant made before and after giving effect to such change
in generally accepted accounting principles; and


 


(o)            other
than as set forth herein, references herein to the knowledge or actual knowledge of a Person shall mean, unless otherwise explicitly
provided, reference to the actual knowledge following due inquiry of a responsible officer of such Person.


 


Section 1.05         Nature
of Obligations. The parties hereto intend the Advances made hereunder to be a “loan” and not a
 “security” for purposes of Section 8-102(15) of the UCC.


 


ARTICLE II.


 


THE
FACILITY


 


Section 2.01         Variable
Funding Note and Advances.


 


(a)          Variable
Funding Note. The Borrower shall, on the date hereof (and on the terms and subject to the conditions hereinafter set forth),
deliver, to each Lender Agent, at the address set forth in Section 11.02 of this Agreement, and on the effective date
of any Joinder Supplement, to each additional Lender Agent, at the address set forth in the applicable Joinder Supplement, a duly
executed variable funding note (as amended, modified, supplemented or restated from time to time, the “Variable Funding
Note”), in substantially the form of Exhibit G, in an aggregate face amount equal to the applicable Lender’s
Commitment as of the date hereof or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed.
Interest


 






    	 	42	 



     


    

 


shall accrue on the Variable Funding Note, and the Variable Funding Note shall be payable, as described herein.


 


(b)            Advances.
On the terms and conditions hereinafter set forth, from time to time from the Closing Date until the end of the Reinvestment Period,
the Borrower may request that the Lenders make Advances under the Variable Funding Notes, secured by the Collateral Portfolio,
(x) to the Borrower for the purpose of purchasing Eligible Loan Assets or (y) to the Unfunded Exposure Account in an
amount up to the Aggregate Unfunded Exposure Amount. Other than pursuant to Section 2.02(f), under no circumstances
shall any Lender be required to make any Advance if after giving effect to such Advance and the addition to the Collateral Portfolio
of the Eligible Loan Assets being acquired by the Borrower using the proceeds of such Advance, (i) an Event of Default has
occurred or would result therefrom or an Unmatured Event of Default exists or would result therefrom or (ii) the aggregate
Advances Outstanding would exceed the Borrowing Base. Notwithstanding anything to the contrary herein, no Lender shall be obligated
to provide the Borrower (or to the Unfunded Exposure Account, if applicable) with aggregate funds in connection with an Advance
that would exceed such Lender’s unused Commitment then in effect.


 


(c)            Notations
on Variable Funding Note. Each Lender Agent is hereby authorized to enter on a schedule attached to the Variable Funding Note
with respect to each Conduit Lender and each Institutional Lender a notation (which may be computer generated) with respect to
each Advance under the Variable Funding Note made by the applicable Lender of: (i) the date and principal amount thereof,
and (ii) each repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the
accuracy of the information so recorded. The failure of any Lender Agent to make any such notation on the schedule attached to
any Variable Funding Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances as set forth
herein.


 


(d)            Each
of the Lenders and the Borrower hereby represents and warrants that they intend the Advances made hereunder to constitute “loans”
and not “securities” for purposes of Section 8-102(15) of the UCC.


 


Section 2.02     Procedure
for Advances.


 


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


 


(b)            Each
Advance shall be made on irrevocable written notice from the Borrower to the Administrative Agent and each Lender Agent, with a
copy to the Collateral Agent and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice
of Borrowing shall be deemed to have been received by the Administrative Agent and each Lender Agent on a Business Day if delivered
no later than 2:00 p.m. on the proposed date of such Advance and, if not delivered by such time, shall be deemed to have been
received on the following Business Day. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated
to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)
and the current Loan Tape, and shall specify:


 


(i)            the
aggregate amount of such Advance; provided that, except with respect to an Advance pursuant to Section 2.02(f),
the amount of such Advance must be at least equal to $500,000;


 


(ii)            the
proposed date of such Advance, which shall be a Business Day;


 






    	 	43	 



     


    

 


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


 


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


 


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


 


On the date of each Advance, upon satisfaction
of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received
by the Borrower, either (i) make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro
Rata Share of such Advance, by payment into the account which the Borrower has designated in writing or (ii) remit in same
day funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Unfunded Exposure Account, as applicable;
provided that, with respect to an Advance funded pursuant to Section 2.02(f), each Lender shall remit the Advance
equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure
Account.


 


(c)            The
Advances shall bear interest at the Yield Rate. All Advances and all interest thereon shall be due and payable in full on the Facility
Maturity Date.


 


(d)            Subject
to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation,
the payment of the Make-Whole Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any
penalty, fee or premium on and after the Closing Date and prior to the end of the Reinvestment Period.


 


(e)            A
determination by any Institutional Lender or Liquidity Bank of the existence of any Eurodollar Disruption Event (any such determination
to be communicated to the Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns
of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive
absent manifest error.


 


(f)            Notwithstanding
anything to the contrary herein (including, without limitation, the occurrence of an Event of Default (other than the occurrence
of a Bankruptcy Event with respect to the Borrower) or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency),
if, upon the occurrence of an Event of Default or on the last day of the Reinvestment Period, the amount on deposit in the Unfunded
Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such
shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall
specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its
Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything
to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent
set forth in Section 3.02) other than an Event of Default related to a Bankruptcy Event with respect to the Borrower.


 


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


 


Section 2.03     Determination
of Yield. Each applicable Lender Agent shall determine the Yield for its portion of the Advances (including unpaid
Yield related thereto, if any, due and


 






    	 	44	 



     


    

 


payable on a prior Payment Date) to be paid by the Borrower on each Payment Date for the related
Remittance Period and shall advise the Servicer thereof on or prior to the third Business Day prior to such Payment Date.


 


Section 2.04     Remittance
Procedures.


 


The Servicer shall instruct
the Collateral Agent by delivery of the Servicing Report and, if the Servicer fails to do so, the Administrative Agent may instruct
the Collateral Agent, to apply funds on deposit in the Controlled Accounts as described in this Section 2.04; provided
that, at any time after the occurrence of an Event of Default, the Administrative Agent may instruct the Collateral Agent
to apply funds on deposit in the Controlled Accounts as described in this Section 2.04.


 


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


 


(i)            pari
passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Fees and Collateral Agent Expenses,
(b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Fees and Collateral Custodian Expenses
and (c) the Account Bank, in payment in full of all accrued fees and expenses due under the Wells Fargo Fee Letter; provided
that amounts payable with respect to Collateral Agent Expenses, Collateral Custodian Expenses and the Account Bank pursuant to
this clause (i) (and Section 2.04(b)(i) and (c)(i), if applicable) shall not, collectively, exceed
$50,000 for any 12-month period;


 


(ii)            to
the Servicer, in payment in full of all accrued and unpaid Servicing Fees; provided that, on any Payment Date whereby the
Servicer elects to waive payment of the Servicing Fee, the Servicer may be reimbursed for any reasonable expenses (except allocated
overhead) incurred in connection with the performance of its duties hereunder; provided further that amounts payable in
respect of any costs and expenses pursuant to this clause (ii) (and Section 2.04(b)(i) and (c)(ii),
if applicable) shall not, collectively, exceed $50,000 for any 12-month period;


 


(iii)            to
the Hedge Counterparty, any amounts (other than any Hedge Breakage Costs) owing to that Hedge Counterparty under its Hedging Agreement
in respect of any Hedge Transaction(s);


 


(iv)            pro
rata, in accordance with the amounts due under this clause, to each Lender Agent, for the account of the applicable Lender,
all Yield and the Non-Usage Fee that are accrued and unpaid as of the last day of the related Remittance Period;


 


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


 


(vi)            (a) after
the end of the Reinvestment Period, to reduce the Advances Outstanding to the extent of any outstanding Warranty Amount and (b) to
pay the Advances Outstanding up to the amount required to eliminate any outstanding Borrowing Base Deficiency;


 






    	 	45	 



     


    

 


(vii)            to
pay the Advances Outstanding, together with any applicable Make-Whole Premium, in connection with any complete refinancing or
termination of this Agreement in accordance with Section 2.18(b);


 


(viii)            pari
passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously
paid, (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Expenses to the extent not previously
paid, and (c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid;


 


(ix)            to
the Hedge Counterparty, any Hedge Breakage Costs owing to the Hedge Counterparty under its Hedging Agreement;


 


(x)            to
pay any other amounts due (other than with respect to the repayment of Advances Outstanding) under this Agreement and the other
Transaction Documents;


 


(xi)            to
the Servicer, to the extent not previously paid, in respect of all reasonable expenses (except allocated overhead) incurred in
connection with the performance of its duties hereunder; and


 


(xii)            to
the Borrower, any remaining amounts.


 


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


 


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


 


(ii)            (x) prior
to the end of the Reinvestment Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary
to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after
the end of the Reinvestment Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the
Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;


 


(iii)            (w) prior
to the end of the Reinvestment Period, to pay the Advances Outstanding up to the amount required to eliminate any outstanding Borrowing
Base Deficiency; (x) after the end of the Reinvestment Period, if the Principal Sharing Condition is satisfied, 85.0% of the
remaining Available Collections on deposit in the Principal Collection Account shall be distributed to the Lenders to reduce the
Advances Outstanding; (y) after the end of the Reinvestment Period, if the Principal Sharing Condition is satisfied, 15.0%
of the remaining Available Collections on deposit in the Principal Collection Account shall be distributed to the Borrower (or
at the direction of the Borrower); or (z) after the end of the Reinvestment Period if the Principal Sharing Condition is not
satisfied, to pay the Advances Outstanding, and any applicable Make-Whole Premium, until paid in full;


 


(iv)            pari
passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously
paid, (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Expenses to the extent


 






    	 	46	 



     


    

 


not previously
paid, and (c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid;


 


(v)            to
the Hedge Counterparty, any Hedge Breakage Costs owing to the Hedge Counterparty under its Hedging Agreement, to the extent not
paid;


 


(vi)            to
pay any other amounts due under this Agreement and the other Transaction Documents;


 


(vii)            to
the Servicer, to the extent not previously paid, in respect of all reasonable expenses (except allocated overhead) incurred in
connection with the performance of its duties hereunder; and


 


(viii)            to
the Borrower, any remaining amounts.


 


Notwithstanding the foregoing, so long
as no Unmatured Event of Default or Event of Default has occurred and is continuing or would result, on any Business Day other
than a Payment Date, the Borrower may direct the Collateral Agent to apply any amounts on deposit in the Principal Collection Account
in accordance with Section 2.04(b)(iii)(w), (b)(iii)(x) and (b)(iii)(y) above, so long as (a) the
Principal Sharing Condition is satisfied and (b) an amount at least equal to the amount required to make the payments required
by Sections 2.04(b)(i) and (b)(ii) on the next Payment Date remains in the Collection Account after such
application, as evidenced by the delivery of a Notice of Reduction (which notice shall include a Borrowing Base Certificate) in
accordance with Section 2.18(a).


 


(c)            Transfers
Upon the occurrence of an Event of Default. If the Borrower or the Administrative Agent has become aware that an Event of Default
has occurred or, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Payment Date
thereafter, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) transfer
collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated
as of the most recent Determination Date, and priority:


 


(i)            pari
passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Fees and Collateral Agent Expenses,
(b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Fees and Collateral Custodian Expenses
and (c) the Account Bank, in payment in full of all accrued fees and expenses due under the Wells Fargo Fee Letter; provided
that amounts payable with respect to Collateral Agent Expenses, Collateral Custodian Expenses and the Account Bank pursuant to
this clause (i) (and Section 2.04(a)(i) and (b)(i), if applicable) shall not, collectively,
exceed $50,000 for any 12-month period;


 


(ii)            to
the Servicer, in payment in full of all accrued and unpaid Servicing Fees; provided that, on any Payment Date whereby the
Servicer elects to waive payment of the Servicing Fee, the Servicer may be reimbursed for any reasonable expenses (except allocated
overhead) incurred in connection with the performance of its duties hereunder; provided further that amounts payable in
respect of any costs and expenses pursuant to this clause (ii) (and Section 2.04(a)(ii) and (b)(i),
if applicable) shall not, collectively, exceed $50,000 for any 12-month period;


 


(iii)            to
the Hedge Counterparty, any amounts (other than any Hedge Breakage Costs) owing to that Hedge Counterparty under its Hedging Agreement
in respect of any Hedge Transaction(s);


 






    	 	47	 



     


    

 


(iv)            pro
rata, in accordance with the amounts due under this clause, to each Lender Agent, for the account of the applicable Lender,
all Yield and the Non-Usage Fee that is accrued and unpaid as of the last day of the related Remittance Period;


 


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


 


(vi)            to
the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the
Aggregate Unfunded Exposure Amount;


 


(vii)            to
pay the Advances Outstanding and any applicable Make-Whole Premium, until paid in full;


 


(viii)            pari
passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously
paid, (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Expenses to the extent not previously
paid and (c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid;


 


(ix)            to
the Hedge Counterparty, any Hedge Breakage Costs owing to the Hedge Counterparty under its Hedging Agreement;


 


(x)            to
pay any other amounts due under this Agreement and the other Transaction Documents;


 


(xi)            to
the Servicer, to the extent not previously paid, in respect of all reasonable expenses (except allocated overhead) incurred in
connection with the performance of its duties hereunder; and


 


(xii)            to
the Borrower, any remaining amounts.


 


(d)            Unfunded
Exposure Account. As of any date of determination, funds on deposit in the Unfunded Exposure Account may be withdrawn to fund
draw requests of the relevant Obligors under any Revolving Loan Asset or Delayed Draw Loan Asset; provided that, prior to
the occurrence of an Event of Default, the amount withdrawn to fund such draw request shall not create any Borrowing Base Deficiency.
Any such draw request made by an Obligor, along with wiring instructions for the applicable Obligor, shall be forwarded by the
Borrower or the Servicer to the Collateral Agent (with a copy to the Administrative Agent and each Lender Agent) in the form of
a Disbursement Request, and the Collateral Agent shall instruct the Account Bank to fund such draw request in accordance with the
Disbursement Request. As of any date of determination, the Servicer (or, after delivery of a Notice of Exclusive Control, the Administrative
Agent) may cause any amounts on deposit in the Unfunded Exposure Account that exceed (i) the aggregate of all Unfunded Exposure
Equity Amounts prior to the end of the Reinvestment Period and (ii) the Aggregate Unfunded Exposure Amount, in each case,
to be deposited into the Principal Collection Account as Principal Collections.


 


(e)            Insufficiency
of Funds. For the sake of clarity, the parties hereby agree that if the funds on deposit in the Collection Account are insufficient
to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and
shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of
this Agreement and the other Transaction Documents.


 






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Section 2.05     Instructions
to the Collateral Agent and the Account Bank. All instructions and directions given to the Collateral Agent or the
Account Bank by the Servicer, the Borrower or the Administrative Agent pursuant to Section 2.04 shall be in
writing (including instructions and directions transmitted to the Collateral Agent or the Account Bank by telecopy or
e-mail), and such written instructions and directions shall be delivered with a written certification that such instructions
and directions are in compliance with the provisions of Section 2.04. The Servicer and the Borrower shall
immediately transmit to the Administrative Agent by telecopy or e-mail a copy of all instructions and directions given to the
Collateral Agent or the Account Bank by such party pursuant to Section 2.04. The Administrative Agent shall
promptly transmit to the Servicer and the Borrower by telecopy or e-mail a copy of all instructions and directions given to
the Collateral Agent or the Account Bank by the Administrative Agent pursuant to Section 2.04. If either the
Administrative Agent or Collateral Agent disagrees with the computation of any amounts to be paid or deposited by the
Borrower or the Servicer under Section 2.04 or otherwise pursuant to this Agreement, or upon their respective
instructions, it shall so notify the Borrower, the Servicer and the Collateral Agent in writing and in reasonable detail to
identify the specific disagreement. If such disagreement cannot be resolved within two Business Days, the determination of
the Administrative Agent as to such amounts shall be conclusive and binding on the parties hereto absent manifest error. In
the event the Collateral Agent or the Account Bank receives instructions from the Servicer or the Borrower which conflict
with any instructions received from the Administrative Agent, the Collateral Agent or the Account Bank, as applicable, shall
rely on and follow the instructions given by the Administrative Agent.


 


Section 2.06     Borrowing
Base Deficiency Payments.


 


(a)      If,
on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower shall, within five Business Days
from the earlier of (x) the date of the Borrower or the Transferor acquiring knowledge of such failure and (y) the date
of the Borrower or the Transferor receives written notice of such failure from the Administrative Agent eliminate such Borrowing
Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate
such Borrowing Base Deficiency: (i) deposit cash in United States dollars into the Principal Collection Account, (ii) repay
Advances Outstanding (together with any Breakage Fees, Hedge Breakage Costs and all accrued and unpaid costs and expenses of the
Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) to the
extent such sales, in conjunction with other actions, eliminate such Borrowing Base Deficiency, sell Loan Assets in accordance
with Section 2.07, (iv) subject to the approval of the Administrative Agent, in its sole discretion, Pledge additional
Eligible Loan Assets and/or (v) request that the Assigned Value of any Loan Asset be re-evaluated by the Administrative Agent
in its sole discretion and any such revaluation is sufficient to cure the Borrowing Base Deficiency; provided, that if
the Borrower requests to Pledge another Eligible Loan Asset within five Business Days of such Borrowing Base Deficiency and the
Administrative Agent does not either reject such Loan Asset or approve such Loan Asset within five Business Days of the Borrower’s
request to Pledge such Loan Asset, then the Administrative Agent may, in its sole discretion, elect in writing to extend the five
Business Day grace period set forth in this Section 2.06 for up to seven Business Days.


 


(b)      No
later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge of additional
Eligible Loan Assets pursuant to Section 2.06(a) the Borrower (or the Servicer on its behalf) shall deliver (i) to
the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian), notice of such repayment or Pledge


 






    	 	49	 



     


    

 


and
a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma
effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible
Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Tape. Failure to deliver any
such notice shall not affect the cure of the Borrowing Base Deficiency made pursuant to Section 2.06(a).


 


(c)      Notwithstanding
anything in this Agreement to the contrary, (i) the failure of any representation or covenant that a Loan Asset is an Eligible
Loan Asset and all failures arising therefrom shall be cured by compliance with the Borrower with the terms of this Section 2.06
and (ii) any untrue statement contained in any certification, statement or other document shall be deemed cured as of
the date of such untrue statement upon delivery (within the applicable timeframe set forth in the applicable provision herein
pursuant to which such certification, statement or other document was required to be delivered) by the Borrower or the Servicer
of a certification, statement or document wherein the same subject matter is not untrue; provided that no default hereunder
(other than a breach of any representation or covenant resulting from such untrue statement) can be cured pursuant to this clause
(c); provided, further, that the delivery of any updated certification, statement or other document shall not cure
any underlying Borrowing Base Deficiency unless the Borrower has otherwise complied with the terms of this Section 2.06.


 


Section 2.07     Substitution
and Sale of Loan Assets; Affiliate Transactions.


 


(a)      Substitutions.
The Borrower may, with the consent of the Administrative Agent in its sole discretion, replace any Loan Asset with an Eligible
Loan Asset so long as (i) no event has occurred, or would result from such substitution, which constitutes an Event of Default
and no event has occurred and is continuing, or would result from such substitution, which constitutes an Unmatured Event of Default
or a Borrowing Base Deficiency and (ii) simultaneously therewith, the Borrower Pledges (in accordance with all of the terms
and provisions contained herein) a Substitute Eligible Loan Asset.


 


(b)      Discretionary
Sales. The Borrower shall be permitted to sell Loan Assets to Persons other than the Transferor or its Affiliates from time
to time; provided that (i) the proceeds of such sale shall be deposited into the Collection Account to be disbursed
in accordance with Section 2.04 hereof and (ii) no event has occurred, or would result from such sale, which
constitutes an Event of Default, no event has occurred and is continuing, or would result from such sale, which constitutes an
Unmatured Event of Default and before and after giving effect to such sale no Borrowing Base Deficiency shall exist (unless such
requirements are waived by the Administrative Agent in its sole discretion or, with respect to sales effected pursuant to Section 2.06(a)(iii),
such sales, in conjunction with other actions, are sufficient to eliminate such Borrowing Base Deficiency).


 


(c)      Repurchase
or Substitution of Warranty Loan Assets. If on any day a Loan Asset is (or becomes) a Warranty Loan Asset, no later than 10
Business Days following the earlier of knowledge by the Borrower of such Loan Asset becoming a Warranty Loan Asset or receipt
by the Borrower from the Administrative Agent or the Servicer of written notice thereof, the Borrower shall either:


 


(i)            make
a deposit to the Collection Account (for allocation pursuant to Section 2.04) in immediately available funds in an
amount equal to the sum of (x) the Purchase Price multiplied by the Outstanding Balance of such Loan Asset, (y) all
Hedge Breakage Costs arising as a result thereof and owed to the relevant Hedge Counterparty for any termination of one or more
Hedge Transactions, in whole or in part, as required by the


 






    	 	50	 



     


    

 


terms
of any Hedging Agreement and (z) any expenses or fees with respect to such Loan Asset and costs and damages incurred by the
Administrative Agent or by any Lender in connection with any violation by such Loan Asset of any predatory or abusive lending
law which is an Applicable Law (a notification regarding the amount of such expenses or fees to be provided by the Administrative
Agent to the Borrower) (the “Repurchase Price”); provided that the Administrative Agent shall have the
right to determine whether the amount so deposited is sufficient to satisfy the foregoing requirements; or


 





(ii)            with
the prior written consent of the Administrative Agent, in its sole discretion, substitute for such Warranty Loan Asset a
Substitute Eligible Loan Asset; provided that, if the Borrower notifies the Administrative Agent no
later than 10 Business Days following the earlier of knowledge by the Borrower of such Loan Asset becoming a Warranty Loan
Asset or receipt by the Borrower from the Administrative Agent or the Servicer of written notice thereof, that it is
incapable of either paying the Repurchase Price of such Warranty Loan Asset or finding a suitable Substitute Eligible Loan
Asset, then such Warranty Loan Asset shall remain in the Collateral Portfolio (with an Assigned Value of zero) until
(i) the Administrative Agent directs the Borrower to dividend such Warranty Loan Asset to the Transferor or
(ii) the Borrower deposits the Repurchase Price of such Warranty Loan Asset into the Collection Account or replaces such
Warranty Loan Asset with a Substitute Eligible Loan Asset. For the avoidance of doubt, (x) the inability of the Borrower
to pay the Repurchase Price or replace a Warranty Loan Asset with a Substitute Eligible Loan Asset shall not be an Event of
Default in and of itself (however, such an event may trigger an Event of Default otherwise listed in Section 7.01(h))
and (y) to the extent that the Borrower receives any amounts with respect to the Repurchase Price of any Warranty Loan
Asset under the Purchase and Sale Agreement, either at the time any Loan Asset becomes a Warranty Loan Asset or at any time
thereafter, the Borrower shall deposit all such amounts received into the Collection Account.


 


Upon
confirmation of the deposit of the Repurchase Price into the Collection Account, the delivery by the Borrower of a Substitute
Eligible Loan Asset for each Warranty Loan Asset or upon the direction of the Administrative Agent to the Borrower to dividend
a Warranty Loan Asset to the Transferor (the date of such confirmation, delivery or direction, the “Release Date”),
such Warranty Loan Asset and related Portfolio Assets shall be removed from the Collateral Portfolio and, as applicable, the Substitute
Eligible Loan Asset and related Portfolio Assets shall be included in the Collateral Portfolio. On the Release Date of each Warranty
Loan Asset, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed
to release to the Borrower, without recourse, representation or warranty, all the right, title and interest and any Lien of the
Collateral Agent, for the benefit of the Secured Parties in, to and under the Warranty Loan Asset and any related Portfolio Assets
and all future monies due or to become due with respect thereto.


 


(d)      Conditions
to Sales, Substitutions and Repurchases. Any sales, substitutions or repurchases effected pursuant to Sections 2.07(a),
(b), or (c) shall be subject to the satisfaction of the following conditions (it being understood that a Borrowing
Base Deficiency may be continuing in connection with any sale effected pursuant to Section 2.06(a)(iii) so long as such
sales, collectively with other actions, are sufficient to eliminate such Borrowing Base Deficiency) (as certified in writing to
the Administrative Agent and Collateral Agent by the Borrower):


 






    	 	51	 



     


    

 


(i)            the
Borrower shall deliver a Borrowing Base Certificate and current Loan Tape to the Administrative Agent in connection with such
sale, substitution or repurchase;


 


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


 


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


 


(iv)          the
Borrower shall give one Business Day’s notice of such sale, substitution or repurchase to the Administrative Agent and the
Collateral Agent;


 


(v)           the
Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any
sale, substitution or repurchase;


 


(vi)          the
representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall continue to be true
and correct in all respects, except to the extent relating to an earlier date;


 


(vii)         any
repayment of Advances Outstanding in connection with any sale, substitution or repurchase of Loan Assets hereunder shall comply
with the requirements set forth in Section 2.18;


 


(viii)        the
Borrower and the Servicer (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent,
each Lender, each Lender Agent, the Collateral Agent and the Collateral Custodian in connection
with any such sale, substitution or repurchase (including, but not limited to, expenses incurred in connection with the release
of the Lien of the Collateral Agent on behalf of the Secured Parties in the Loan Asset in connection with such sale, substitution
or repurchase);


 


(ix)           if
the Principal Sharing Condition is satisfied at the time of any sale, the Administrative Agent has given its prior written consent
if such sale is for a price less than par; and


 


(x)            the
Borrower shall pay any Hedge Breakage Costs arising as a result of such sale, substitution or repurchase and owed to the relevant
Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, if applicable, as required by the
terms of any Hedging Agreement.


 


(e)      Affiliate
Transactions. Notwithstanding anything to the contrary set forth herein or in any other Transaction Document, the Transferor
(and Affiliates thereof) shall not reacquire from the Borrower and the Borrower shall not transfer to the Transferor or to Affiliates
of the Transferor, and none of the Transferor nor any Affiliates thereof will have a right or ability to purchase, the Loan Assets
of the Borrower without the prior written consent of the Administrative Agent other than with respect to sales pursuant to Section 2.06(a)(iii) if
such sale is for a price less than the Assigned Value of such Loan Asset, and any such transactions shall be at arm’s-length
and for fair market value, except in the case of repurchases of Loan Assets by the Transferor pursuant to Section 6.1
of the Purchase and Sale Agreement or substitutions of Loan Assets pursuant to Section 6.2 of the Purchase and
Sale Agreement.


 


(f)       Limitations
on Sales and Substitutions. (i) The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) sold, substituted
or released in a Lien Release Dividend pursuant to this Section 2.07 to the Transferor or an Affiliate thereof shall
not exceed 20% of the Net Purchased Loan Balance and (ii) the Outstanding Balance of all Defaulted Loan


 






    	 	52	 



     


    

 


Assets
(other than Warranty Loan Assets) sold pursuant to Section 2.07(e) to the Transferor or an Affiliate, substituted
pursuant to Section 2.07(a) or released pursuant to a Lien Release Dividend pursuant to Section 2.07(g) shall
not exceed 10% of the Net Purchased Loan Balance; provided that any Loan Asset sold to a special purpose entity owned directly
or indirectly by Golub Capital BDC, Inc.GCBDC,
including any collateralized loan obligation entity for which any such entity (collectively or on an individual basis) owns, directly
or indirectly, the subordinated notes or other “equity” tranche shall be excluded from the numerator in the foregoing
thresholds set forth in clauses (i) and (ii) so long as such Loan Asset is sold on arm’s-length terms for fair
market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940). For the avoidance
of doubt, the 10% threshold set forth in this paragraph shall be a sub-limit of the 20% threshold set forth in the first paragraph
of this clause (f).


 


(g)      Lien
Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, so long as no Event of Default
has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor
Loan Assets that were sold by the Transferor to the Borrower, or portions thereof (each, a “Lien Release Dividend”),
subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with
a copy to the Collateral Agent and the Collateral Custodian):


 


(i)            The
Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral
Custodian, at least five Business Days’ prior written notice requesting that the Administrative Agent consent to the effectuation
of a Lien Release Dividend, in the form of Exhibit H hereto (a “Notice and Request for Consent”),
which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that, if the Administrative
Agent shall not have responded to the Notice and Request for Consent by 11:00 a.m. on the day that is one Business Day prior
to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent;


 


(ii)           On
any Lien Release Dividend Date, no more than four Lien Release Dividends shall have been made during the 12-month period immediately
preceding the proposed Lien Release Dividend Date;


 


(iii)          After
giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of
Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01,
4.02 and 4.03 hereof shall continue to be correct in all material respects, except to the extent relating to an
earlier date, (C) the eligibility of any Loan Asset remaining as part of the Collateral Portfolio after the Lien Release
Dividend will be redetermined as of the Lien Release Dividend Date, (D) no claim shall have been asserted or proceeding commenced
challenging the enforceability or validity of any of the Required Loan Documents and (E) there shall have been no material
adverse change as to the Servicer or the Borrower;


 


(iv)          Such
Lien Release Dividend must be in compliance with Applicable Law and may not (A) be made with the intent to hinder, delay
or defraud any creditor of the Borrower or (B) leave the Borrower, immediately after giving effect to the Lien Release Dividend,
(x) not Solvent, (y) with insufficient funds to pay its obligations as and when they become due or (z) with inadequate
capital for its present and anticipated business and transactions;


 






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(v)           On
or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy
to the Collateral Agent and the Collateral Custodian, a list specifying all Loan Assets or portions thereof to be transferred
pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained
all authorizations, consents and approvals required to effectuate the Lien Release Dividend;


 


(vi)          A
portion of a Loan Asset may be transferred pursuant to a Lien Release Dividend; provided that (A) such transfer does
not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect
of the Collateral Portfolio, the Lenders, the Lender Agents, the Administrative Agent or any other Secured Party and (B) a
new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of
the Collateral Portfolio has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to
the Collateral Custodian;


 


(vii)         Each
Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive
of any accrued and unpaid interest or PIK Interest thereon;


 


(viii)        The
Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such
Lien Release Dividend) and a current Loan Tape to the Administrative Agent;


 


(ix)           The
Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent,
the Lenders, the Lender Agents, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the
other Transaction Documents, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to
the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such
Loan Assets pursuant to such Lien Release Dividend; and


 


(x)            The
Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable legal fees and expenses of the Administrative Agent,
the Lenders, the Lender Agents, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend
(including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf
of the Secured Parties, and any other party having an interest in the Loan Assets in connection with such Lien Release Dividend).


 


Section 2.08     Payments
and Computations, Etc.


 


(a)      All
amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms
hereof no later than 1:00 p.m. on the day when due in lawful money of the United States in immediately available funds to
the Collection Account or such other account as is designated by the Administrative Agent. The Borrower or the Servicer, as applicable,
shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any
of the Secured Parties hereunder at 4.0% per annum above the Yield Rate, payable on demand, from the date of such nonpayment
until such amount is paid in full (as well after as before judgment); provided, that such interest rate shall not at any
time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of
any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender


 






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to
the Borrower or any other Person for any reason. All computations of Yield and other fees hereunder shall be made on the basis
of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed, other than calculations
with respect to the Alternative Rate, which shall be based on a year consisting of 365 or 366 days, as applicable.


 


(b)      Whenever
any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable
hereunder, as the case may be.


 


(c)      If
any Advance requested by the Borrower and approved by the Lender Agents and the Administrative Agent pursuant to Section 2.02
is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund
such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower
shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto, including, without limitation,
any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender
shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous
sentence, such documentation to be conclusive absent manifest error.


 


Section 2.09     Non-Usage
Fee. The Borrower shall pay in accordance with Section 2.04, pro rata to each Lender
(either directly or through the applicable Lender Agent), a non-usage fee (the “Non-Usage Fee”) payable in
arrears for each Remittance Period, equal to the sum of the products for each day during both the Reinvestment Period and
such Remittance Period of (i) one divided by 360, (ii) the applicable Non-Usage Fee Rate (as defined below), and
(iii) the aggregate Commitments minus the Advances Outstanding on such day (such amount, the “Unused
Portion”). The Non-Usage Fee Rate (the “Non-Usage Fee Rate”) shall be equal to 0.50% per annum
on any Unused Portion up to or equal to $90,000,000 and 2.00% on any Unused Portion in excess of $90,000,000.


 


Section 2.10     Increased
Costs; Capital Adequacy.


 


(a)      If,
due to either (i) the introduction of or any change following the Closing Date (including, without limitation, any change
by way of imposition or increase of reserve or liquidity requirements) in or in the interpretation, administration or application
following the Closing Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest
payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such
Lender), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the Closing
Date from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase
in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor
or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining
any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to
any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable
by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall,
from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting
forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay


 






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to
the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for
such increased costs or reduced payments on the immediately following Payment Date pursuant to Section 2.04; provided,
that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11
and shall not include any Excluded Taxes.


 


(b)      If
either (i) the introduction of or any change following the Closing Date in or in the interpretation, administration or application
following the Closing Date of any law, guideline, rule or regulation, directive or request or (ii) the compliance by
any Affected Party with any law, guideline, rule, regulation, directive or request following the Closing Date, from any central
bank, any Governmental Authority or agency, including, without limitation, compliance by an Affected Party with any request or
directive regarding capital adequacy or liquidity, has or would have the effect of reducing the rate of return on the capital
of any Affected Party, as a consequence of its obligations hereunder or any related document or arising in connection herewith
or therewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance
(taking into consideration the policies of such Affected Party with respect to capital adequacy), by an amount deemed by such
Affected Party to be material, then, from time to time, after demand by such Affected Party (which demand shall be accompanied
by a statement setting forth in reasonable detail the basis for such demand), the Borrower shall pay the Administrative Agent
on behalf of such Affected Party such additional amounts as will compensate such Affected Party for such reduction on the immediately
following Payment Date pursuant to Section 2.04. For the avoidance of doubt, (i) the Dodd-Frank Wall Street Reform
and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and
(ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each
case pursuant to Basel III shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under
this Section 2.10, regardless of the date enacted, adopted or issued.


 


(c)      If
as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.10,
any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement
or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder,
then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party on the immediately following
Payment Date pursuant to Section 2.04 such additional amount or amounts as may be necessary to reimburse such Affected
Party for any amounts payable or paid by it.


 


(d)      In
determining any amount provided for in this Section 2.10, the Affected Party may use any reasonable averaging and
attribution methods. The Administrative Agent, on behalf of any Affected Party making a claim under this Section 2.10,
shall submit to the Borrower a certificate setting forth in reasonable detail the basis for and the computations of such additional
or increased costs, which certificate shall be conclusive absent manifest error.


 


(e)      Failure
or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.10 shall not constitute
a waiver of such Affected Party’s right to demand or receive such compensation; provided that the Borrower shall
not be required to compensate such Affected Party pursuant to this Section 2.10 for any increased costs incurred or
reductions suffered more than nine months prior to the date that such Affected Party notifies the Borrower of any change set forth
in clauses (a) and (b) above giving rise to such increased costs or reductions


 






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and
of such Affected Party’s intention to claim compensation therefor (except that, if such change giving rise to such increased
costs or reductions is retroactive, then the nine month period referred to above shall be extended to include the period of retroactive
effect thereof).


 


(f)       If
at any time the Borrower shall be liable for the payment of any additional amounts in accordance with this Section 2.10,
then the Borrower shall have the option to terminate this Agreement (in accordance with the provisions of Section 2.18(b) but
without the payment of any Make-Whole Premium); provided that such option to terminate shall in no event relieve the Borrower
of paying any amounts owing pursuant to this Section 2.10 in accordance with the terms hereof.


 


Section 2.11     Taxes.


 


(a)      All
payments made by an Obligor in respect of a Loan Asset and all payments made by the Borrower or made by the Servicer on behalf
of the Borrower under this Agreement will be made free and clear of and without deduction or withholding for or on account of
any Taxes. If any Taxes are required to be withheld from any amounts payable to any Indemnified Party, then the amount payable
to such Person will be increased (the amount of such increase, the “Additional Amount”) such that every net
payment made under this Agreement after withholding for or on account of any Taxes (including, without limitation, any Taxes on
such increase) is not less than the amount that would have been paid had no such deduction or withholding been made. The foregoing
obligation to pay Additional Amounts with respect to payments required to be made by the Borrower or Servicer under this Agreement
will not, however, apply with respect to (i) Taxes imposed on or measured by net income or franchise Taxes imposed on any
Indemnified Party by a taxing jurisdiction in which any such Person is organized, conducts business or is paying Taxes (as the
case may be) and (ii) any U.S. federal withholding Taxes imposed under FATCA (“Excluded Taxes”).


 


(b)      The
Borrower will indemnify, from funds available to it pursuant to Section 2.04 (and to the extent the funds available
for indemnification provided by the Borrower is insufficient the Servicer, on behalf of the Borrower, will indemnify) each Indemnified
Party for the full amount of Taxes payable by such Person in respect of Additional Amounts and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto. All payments in respect of this indemnification shall be made
within 10 days from the date a written invoice therefor is delivered to the Borrower.


 


(c)      Within
30 days after the date of any payment by the Borrower or by the Servicer on behalf of the Borrower of any Taxes, the Borrower
or the Servicer, as applicable, will furnish to the Administrative Agent and the Lender Agents appropriate evidence of payment
thereof.


 


(d)      If
any assignee of a Lender is not created or organized under the laws of the United States or a political subdivision thereof, such
Lender shall deliver to the Borrower, with a copy to the Administrative Agent, (i) within 15 days after becoming an assignee
hereunder, two (or such other number as may from time to time be prescribed by Applicable Law) duly completed copies of IRS Form W-8BEN
or Form W-8ECI (or any successor forms or other certificates or statements that may be required from time to time by the
relevant United States taxing authorities or Applicable Law), as appropriate, to permit the Borrower to make payments hereunder
for the account of such Lender without deduction or withholding of United States federal income or similar Taxes and (ii) upon
the obsolescence of or after the occurrence of any event requiring a change in, any form or certificate previously delivered pursuant
to this Section 2.11(d), copies (in such numbers as may from time to time be prescribed by Applicable Law or regulations)
of such


 






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additional,
amended or successor forms, certificates or statements as may be required under Applicable Law to permit the Borrower or the Servicer
to make payments hereunder for the account of such Lender without deduction or withholding of United States federal income or
similar Taxes.


 


(e)      If
a payment made to a Lender under any of the Transaction Documents would be subject to U.S. federal withholding Tax imposed by
FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA, such Lender shall deliver to
the Borrower or the Servicer at the time or times prescribed by law and at such time or times reasonably requested by the Borrower
or the Servicer such documentation prescribed by applicable law and such additional documentation reasonably requested by the
Borrower or the Servicer as may be necessary for the Borrower or the Servicer 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 Section 2.11(e), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement.


 


(f)       If,
in connection with an agreement or other document providing liquidity support, credit enhancement or other similar support to
any Lender in connection with this Agreement or the funding or maintenance of Advances hereunder, such Lender is required to compensate
a bank or other financial institution in respect of Taxes under circumstances similar to those described in this Section 2.11,
then, within 10 days after demand by each applicable Lender, the Borrower shall pay to such Lender on the immediately following
Payment Date pursuant to Section 2.04 such additional amount or amounts as may be necessary to reimburse such Lender
for any amounts paid by them.


 


Without
prejudice to the survival of any other agreement of the Borrower and the Servicer hereunder, the agreements and obligations of
the Borrower and the Servicer contained in this Section 2.11 shall survive the termination of this Agreement.


 


(g)      If
at any time the Borrower shall be liable for the payment of any additional amounts in accordance with this Section 2.11,
then the Borrower shall have the option to terminate this Agreement (in accordance with the provisions of Section 2.18(b) but
without the payment of any Make-Whole Premium); provided that such option to terminate shall in no event relieve the Borrower
of paying any amounts owing pursuant to this Section 2.11 in accordance with the terms hereof.


 


Section 2.12     Collateral
Assignment of Agreements. The Borrower hereby collaterally assigns to the Collateral Agent, for the benefit
of the Secured Parties, all of the Borrower’s right and title to and interest in, to and under (but not any obligations
under) the Purchase and Sale Agreement (and any UCC financing statements filed under or in connection therewith), any Hedging
Agreement, the Loan Agreements related to each Loan Asset, all other agreements, documents and instruments evidencing,
securing or guarantying any Loan Asset and all other agreements, documents and instruments related to any of the foregoing
but excluding any Excluded Amounts or Retained Interest (the “Assigned Documents”). In furtherance and not
in limitation of the foregoing, the Borrower hereby collaterally assigns to the Collateral Agent, for the benefit of the
Secured Parties, its right to indemnification under the Purchase and Sale Agreement. The Borrower confirms that following
notice from the Administrative Agent to the Borrower of the occurrence of an Event of Default until the Collection Date the
Collateral Agent (at the direction of the Administrative Agent) on behalf of the Secured Parties shall have the sole right to
enforce the Borrower’s rights and remedies under the Purchase and Sale Agreement and


 






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any
UCC financing statements filed under or in connection therewith for the benefit of the Secured Parties. The parties hereto agree
that such collateral assignment to the Collateral Agent, for the benefit of the Secured Parties, shall terminate upon the Collection
Date.


 


Section 2.13     Grant
of a Security Interest. To secure the prompt, complete and indefeasible payment in full when due, whether
by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Borrower of all of the covenants
and obligations to be performed by it pursuant to this Agreement and each other Transaction Document, whether now or
hereafter existing, due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby
(a) collaterally assigns and pledges to the Collateral Agent, on behalf of the Secured Parties, and (b) grants a
security interest to the Collateral Agent, on behalf of the Secured Parties, in all of the Borrower’s right, title and
interest in, to and under (but none of the obligations under) all of the Collateral Portfolio (including any Hedging
Agreements), whether now existing or hereafter arising or acquired by the Borrower, and wherever the same may be located. For
the avoidance of doubt, the Collateral Portfolio shall not include any Excluded Amounts, and the Borrower does not hereby
assign, pledge or grant a security interest in any such amounts. Anything herein to the contrary notwithstanding,
(a) the Borrower shall remain liable under the Collateral Portfolio to the extent set forth therein to perform all of
its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by
the Collateral Agent, for the benefit of the Secured Parties, of any of its rights in the Collateral Portfolio shall not
release the Borrower from any of its duties or obligations under the Collateral Portfolio, and (c) none of the
Administrative Agent, the Collateral Agent, any Lender, any Lender Agent, any Liquidity Bank nor any Secured Party shall have
any obligations or liability under the Collateral Portfolio by reason of this Agreement, nor shall the Administrative Agent,
the Collateral Agent, any Lender, any Lender Agent, any Liquidity Bank nor any Secured Party be obligated to perform any of
the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder.


 


Section 2.14     Evidence
of Debt. The Administrative Agent shall maintain, solely for this purpose as the agent of the Borrower, at its
address referred to in Section 11.02 a copy of each assignment and acceptance agreement and participation
agreement delivered to and accepted by it and a register for the recordation of the names and addresses and interests of the
Lenders (the “Register”). The entries in the Register shall be conclusive and binding for all purposes,
absent manifest error, and the Borrower, the Administrative Agent, each Lender and each Lender Agent shall treat each person
whose name is recorded in the Register as a Lender under this Agreement for all purposes of this Agreement. The Register
shall be available for inspection by the Borrower or any Lender Agent at any reasonable time and from time to time upon
reasonable prior notice.


 


Section 2.15     Survival
of Representations and Warranties. It is understood and agreed that the rights and remedies of the Secured
Parties with respect to any breach of any of the representations and warranties set forth in Sections 4.01, 4.02
and 4.03 made on each Cut-Off Date, Advance Date, Reporting Date and any date on which Loan Assets are Pledged
hereunder shall survive the pledge to the Collateral Agent hereunder and the termination of this Agreement.


 


Section 2.16     Release
of Loan Assets. The Lien of the Collateral Agent shall be automatically released with respect to
(i) any Loan Asset (and the related Portfolio Assets pertaining thereto) released pursuant to a Lien Release


 






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


 


Section 2.17     Treatment
of Amounts Received by the Borrower. Amounts received by the Borrower pursuant to Section 2.07
on account of Loan Assets shall be treated as payments of Principal Collections or Interest Collections, as applicable, on
Loan Assets hereunder.


 


Section 2.18     Prepayment;
Termination.


 


(a)      Except
as expressly permitted or required herein, including, without limitation, any optional repayment by the Borrower to cure a Borrowing
Base Deficiency, Advances Outstanding may only be prepaid in whole or in part at the option of the Borrower at any time by delivering
a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent,
the Lender Agents and the Hedge Counterparty at least one Business Day prior to such reduction. Upon any prepayment, the Borrower
shall also pay in full any Hedge Breakage Costs, Breakage Fees (solely to the extent such prepayment occurs on any day other than
a Payment Date) and other accrued and unpaid costs and expenses of the Administrative Agent, Lender Agents and Lenders related
to such prepayment to the extent invoiced to the Borrower on or prior to such date; provided that no reduction in Advances
Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined
by the Administrative Agent, in its sole discretion, (ii) the Borrower has complied with the terms of any Hedging Agreement
requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such reduction of the Advances
Outstanding, and has paid in full all Hedge Breakage Costs owing to the relevant Hedge Counterparty for any such termination and
(iii) no event would result from such prepayment which would constitute an Event of Default or an Unmatured Event of Default.
The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the
payment of any Hedge Breakage Costs, to the payment of any Breakage Fees and to the pro rata reduction of the Advances
Outstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.


 


(b)      The
Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior
written notice to the Administrative Agent, the Lender Agents and any Hedge Counterparty and upon payment in full of all Advances
Outstanding, all accrued and unpaid Yield, any Breakage Fees, Hedge Breakage Costs, all accrued and unpaid costs and expenses
of the Administrative Agent, Lender Agents and Lenders, payment of the Make-Whole Premium pro rata to each Lender Agent
(for the account of the applicable Lender) and payment of all other Obligations (other than unmatured contingent indemnification
obligations); provided that no Make-Whole Premium shall be due and payable (i) in the event that


 






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a
prepayment hereunder is being made in connection with the issuance of a collateralized loan obligation backed by all or a portion
of the Eligible Loan Assets and such collateralized loan obligation is arranged by the Administrative Agent or any of its Affiliates
and (ii) if at any time the Servicer does not consent to the Alternative Rate and, upon payment in full of all Obligations
hereunder, terminates the Transaction Documents.


 


(c)      The
Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter
into this Agreement.


 


Section 2.19     Extension
of Stated Maturity Date and Reinvestment Period. The Borrower may, at any time beginning on the date that
is three months prior to the date set forth in clause (i) of the definition of “Reinvestment Period” (and,
thereafter, at any time beginning on the date that is three months prior to the most recent date of extension), make a
request to the Lenders to extend both the date set forth in clause (i) of the definition of “Reinvestment
Period” and the date set forth in the definition of “Stated Maturity Date” for an additional period of one
year (or, in either case, such date as previously extended hereunder). Such date may be extended by one year by mutual
agreement among the Administrative Agent, each of the Lenders, the Borrower and the Servicer. The Borrower confirms that any
of the Lenders or the Administrative Agent, in their sole and absolute discretion, without regard to the value or performance
of the Loan Assets or any other factor, may elect not to extend such date.


 


Section 2.20     Collections
and Allocations.


 


(a)      The
Collateral Agent shall promptly identify all Available Collections received in the Collection Account as being on account of Interest
Collections or Principal Collections and shall segregate all Principal Collections and Interest Collections and transfer the same
to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall transfer, or cause to
be transferred, any collections received directly by it (if any) to the Collection Account by the close of business within two
Business Days after such Collections are received; provided that the Servicer shall identify to the Collateral Agent any
collections received directly by the Servicer as being on account of Interest Collections or Principal Collections. The Collateral
Agent shall further provide to the Servicer a statement as to the amount of Principal Collections and Interest Collections on
deposit in the Principal Collection Account and the Interest Collection Account no later than three Business Days after each Determination
Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that
the Servicer shall remain liable for the proper allocation of the aforementioned Collections into the appropriate accounts.


 


(b)      On
the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections
received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date.


 


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


 


(d)      Prior
to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form
of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Controlled
Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any


 






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such
written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in any Controlled
Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed
of prior to its maturity. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for
the benefit of the Collateral Agent. All income and gain realized from any such investment, as well as any interest earned on
deposits in any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. The
Borrower shall deposit in the Collection Account or the Unfunded Exposure Account, as the case may be (with respect to investments
made hereunder of funds held therein), an amount equal to the amount of any actual loss incurred, in respect of any such investment,
immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender
Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment,
of funds held in any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct.
The parties hereto acknowledge that the Collateral Agent or any of its Affiliates may receive compensation with respect to the
Permitted Investments.


 


(e)      Until
the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts
held in any Controlled Account, except to the extent explicitly set forth in Section 2.04 or Section 2.21.


 


Section 2.21     Reinvestment
of Principal Collections. On the terms and conditions hereinafter set forth as certified in writing to the
Collateral Agent, the Lender Agents and Administrative Agent, prior to the end of the Reinvestment Period, the Servicer may,
to the extent of any Principal Collections on deposit in the Principal Collection Account:


 


(a)      withdraw
such funds for the purpose of reinvesting in additional Eligible Loan Assets to be Pledged hereunder; provided that the
following conditions are satisfied:


 


(i)            all
conditions precedent set forth in Section 3.04 have been satisfied;


 


(ii)           no
Event of Default has occurred, or would result from such withdrawal and reinvestment, and no Unmatured Event of Default or Borrowing
Base Deficiency exists or would result from such withdrawal and reinvestment (except to the extent such Borrowing Base Deficiency
would be cured in connection with the Pledge of such Loan Asset and other actions taken by the Borrower in accordance with Section 2.06);


 


(iii)          the
representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall continue to be correct
in all respects, except to the extent relating to an earlier date;


 


(iv)          delivery
of a Disbursement Request and a Borrowing Base Certificate, each executed by the Borrower and a Responsible Officer of the Servicer;
and


 


(v)           the
Collateral Agent provides to the Administrative Agent by facsimile (to be received no later than 1:30 p.m. on that same day)
a statement reflecting the total amount on deposit as of the opening of business on such day in the Principal Collection Account;
or


 


(b)      withdraw
such funds for the purpose of making payments in respect of the Advances Outstanding at such time in accordance with and subject
to the terms of Section 2.18.


 


Upon
the satisfaction of the applicable conditions set forth in this Section 2.21 (as certified by the Borrower to the
Collateral Agent and the Administrative Agent), the Collateral Agent will release funds from the Principal Collection Account
to the Servicer in an amount not to exceed the


 






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lesser
of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collection Account on such
day.


 


ARTICLE III.


 


CONDITIONS
PRECEDENT


 


Section 3.01     Conditions
Precedent to Effectiveness.


 


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


 


(i)            all
reasonable up-front expenses and fees (including legal fees and any fees required under any Lender Fee Letter and the Wells Fargo
Fee Letter) that are invoiced at or prior to the Closing Date shall have been paid in full and all other acts and conditions (including,
without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings
or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this
Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in
accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance
with all Applicable Law;


 


(ii)           in
the reasonable judgment of the Administrative Agent and each Lender Agent, there not having been any change in Applicable Law
which adversely affects any Lender’s or the Administrative Agent’s entering into the transactions contemplated by
the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or
capital markets generally;


 


(iii)          any
and all information submitted to each Lender, each Lender Agent and the Administrative Agent by the Borrower, the Transferor,
the Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material
respect;


 


(iv)          each
Lender Agent shall have received all documentation and other information requested by such Lender Agent in its sole discretion
and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know
your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act,
all in form and substance reasonably satisfactory to each Lender Agent;


 


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


 


(vi)          in
the judgment of the Administrative Agent and each Lender Agent, there shall have been no material adverse change in the Borrower’s
(or the Servicer’s) underwriting, servicing, collection, operating and reporting procedures and systems since the completion
of due diligence by the Administrative Agent and each Lender Agent;


 


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


 






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(viii)        each
applicable Lender Agent shall have received a duly executed copy of its Variable Funding Note, in a principal amount equal to
the Commitment of the related Lender; and


 


(ix)           the
Administrative Agent shall have received evidence that SenorSenior
Loan Fund LLC has at least $100,000,000 of equity and subordinated notes circled as of the Closing Date.


 


(b)      By
its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions
precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied; provided,
that with respect to conditions precedent that expressly require the consent or approval of the Administrative Agent or another
party (other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the
Servicer, as applicable, with respect to such consents or approvals.


 


Section 3.02     Conditions
Precedent to All Advances. Each Advance (including the Initial Advance, except as explicitly set forth
below) to the Borrower from the Lenders shall be subject to the further conditions precedent that:


 


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


 


(i)            the
Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the
Collateral Custodian and the Collateral Agent) no later than 2:00 p.m. on the date of such Advance: (A) a Notice of
Borrowing, (B) a Borrowing Base Certificate, (C) a Loan Tape, (D) an Approval Notice (for any such Loan Asset added
to the Collateral Portfolio on the related Advance Date) and (E) except with respect to an Advance under Section 2.02(f),
such additional information as may be reasonably requested by the Administrative Agent and an executed copy of each assignment
and assumption agreement, transfer document or instrument (including any Loan Assignment) relating to each Loan Asset to be Pledged
evidencing the assignment of such Loan Asset from any prior third party owner thereof directly to the Borrower (other than in
the case of any Loan Asset acquired by the Borrower at origination);


 


(ii)           except
with respect to an Advance under Section 2.02(f), the Borrower shall have delivered to the Collateral Custodian (with
a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to the related Advance Date, a faxed
or e-mailed copy of the duly executed original promissory notes of the Loan Assets (and, in the case of any Noteless Loan Asset,
a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (in the form of Exhibit I)
from the closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents; provided that,
notwithstanding the foregoing, the Borrower shall cause (x) the Loan Asset Checklist and the Required Loan Documents (other
than the Transferor Agented Required Loan Documents) to be in the possession of the Collateral Custodian within five Business
Days of any related Cut-Off Date as to any Loan Assets and (y) the Transferor Agented Required Loan Documents to be in the
possession of the Collateral Custodian within thirty days of any related Cut-Off Date as to any Loan Assets;


 


(iii)          the
representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects,
and (except with respect to an Advance


 






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required
by Section 2.02(f)) there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03
and 5.04 before and after giving effect to the Advance to take place on such Advance Date and to the application of
proceeds therefrom, on and as of such day as though made on and as of such date (other than any representation and warranty that
is made as of a specific date);


 


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


 


(v)           no
event has occurred and is continuing, or would result from such Advance, which constitutes a Servicer Termination Event or any
event which, if it continues uncured, will, with notice or lapse of time, constitute a Servicer Termination Event;


 


(vi)          since
the Closing Date, no material adverse change has occurred on the assets, liabilities, financial condition,
business or operations of the Servicer, or in the ability of the Servicer, Transferor or the Borrower to perform its
obligations under any Transaction Document;


 


(vii)         no
Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged
on such Advance Date; and


 


(viii)        all
terms and conditions of the Purchase and Sale Agreement required to be satisfied in connection with the assignment of each Eligible
Loan Asset being Pledged hereunder on such Advance Date (and the Portfolio Assets related thereto), including, without limitation,
the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without
limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in
any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest
(subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof
shall have been made, taken or performed.


 


(b)      The
Administrative Agent shall have provided an Approval Notice to the Borrower for each of the Eligible Loan Assets identified in
the applicable Loan Tape for inclusion in the Collateral Portfolio on the applicable Advance Date.


 


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


 


(d)      Except
with respect to an Advance required by Section 2.02(f), the proposed Advance Date shall take place during the Reinvestment
Period and the Facility Maturity Date has not yet occurred.


 


(e)      The
Borrower shall have paid all fees then required to be paid, including all fees required hereunder and under the applicable Lender
Fee Letters and the Wells Fargo Fee Letter and shall have reimbursed the Lenders, the Administrative Agent, each Lender Agent,
the Collateral Custodian, the Account Bank and the Collateral Agent for all fees, costs and expenses of closing the transactions
contemplated hereunder and under the other Transaction Documents, including the reasonable attorneyattorneys’
fees and any other legal and document preparation costs incurred by the Lenders, the Administrative Agent and each
Lender Agent.


 






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The
failure of the Borrower to satisfy any of the foregoing conditions precedent in respect of any Advance shall give rise to a right
of the Administrative Agent and the applicable Lender Agent, which right may be exercised at any time on the demand of the applicable
Lender Agent, to rescind the related Advance and direct the Borrower to pay to the applicable Lender Agent for the benefit of
the applicable Lender an amount equal to the Advances made during any such time that any of the foregoing conditions precedent
were not satisfied.


 


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


 


Section 3.04     Conditions
to Pledges of Loan Assets.  Each Pledge of an additional Eligible Loan Asset pursuant to Section 2.06,
a Substitute Eligible Loan Asset pursuant to Section 2.07(a) or (c), an additional Eligible Loan
Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further
conditions precedent that (as certified to the Collateral Agent by the Borrower):


 


(a)      the
Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the
Collateral Custodian and the Collateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the
related Cut-Off Date: (A) a Borrowing Base Certificate, (B) a Loan Tape, (C) an Approval Notice (for each Loan
Asset added to the Collateral Portfolio on the related Cut-Off Date) and (D) such additional information as may be reasonably
requested by the Administrative Agent and an executed copy of each assignment and assumption agreement, transfer document or instrument
(including any Loan Assignment) relating to each Loan Asset to be pledged evidencing the assignment of such Loan from any prior
third party owner thereof directly to the Borrower (other than in the case of any Loan Asset acquired by the Borrower at origination);


 


(b)      the
Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one
Business Day prior to the related Cut-Off Date, a faxed or e-mailed copy of the duly executed original promissory notes of the
Loan Assets (and, in the case of any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed
in escrow, a certificate (in the form of Exhibit I) from the closing attorneys of such Loan Assets certifying the
possession of the Required Loan Documents; provided that, notwithstanding the foregoing, the Borrower shall cause (x) the
Loan Asset Checklist and the Required Loan Documents (other than the Transferor Agented Required Loan Documents) to be in the
possession of the Collateral Custodian within five Business Days of any related Cut-Off Date as to any Loan Assets and (y) the
Transferor Agented Required Loan Documents to be in the possession of the Collateral Custodian within thirty days of any related
Cut-Off Date as to any Loan Assets;


 


(c)      no
Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged
on such Cut-Off Date;


 


(d)      all
terms and conditions of the Purchase and Sale Agreement required to be satisfied in connection with the assignment of each Eligible
Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation,
the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without
limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in
any jurisdiction to give the Collateral Agent,


 






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for
the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible
Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;


 


(e)      the
Administrative Agent shall have provided an Approval Notice to the Borrower for each of the Eligible Loan Assets identified in
the applicable Loan Tape for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;


 


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


 


(g)      the
representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects,
and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before
and after giving effect to the Pledge to take place on such Cut-Off Date, on and as of such day as though made on and as of such
date (other than any representation and warranty that is made as of a specific date).


 


ARTICLE IV.


 


REPRESENTATIONS
AND WARRANTIES


 


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


 


(a)      Organization,
Good Standing and Due Qualification. The Borrower is a limited liability company duly organized, validly existing and in good
standing under the laws of Delaware and has the power and all licenses necessary to own its assets and to transact the business
in which it is engaged and is duly qualified and in good standing under the laws of each jurisdiction where the transaction of
such business or its ownership of the Loan Assets and the Collateral Portfolio requires such qualification; except in each case,
to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


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


 


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


 






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(d)      All
Consents Required. No consent of any other party and no consent, license, approval or authorization of, or registration or
declaration with, any Governmental Authority, bureau or agency is required in connection with the execution, delivery or performance
by the Borrower of this Agreement or any Transaction Document to which it is a party or the validity or enforceability of this
Agreement or any such Transaction Document or the Loan Assets or the transfer of an ownership interest or security interest in
such Loan Assets, other than such as have been met or obtained and are in full force and effect.


 


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


 


(f)       No
Proceedings. There is no litigation or administrative proceeding or investigation pending or, to the knowledge of the Borrower,
threatened against the Borrower or any properties of the Borrower, before any Governmental Authority (i) asserting the invalidity
of this Agreement or any other Transaction Document to which the Borrower is a party, (ii) seeking to prevent the consummation
of any of the transactions contemplated by this Agreement or any other Transaction Document to which the Borrower is a party or
(iii) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.


 


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


 


(h)      Pledge
of Collateral Portfolio. Except as otherwise expressly permitted by the terms of this Agreement, no item of Collateral
Portfolio has been sold, transferred, assigned or pledged by the Borrower to any Person, other than as contemplated by Article II
and the Pledge of such Collateral Portfolio to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the
terms of this Agreement.


 


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


 


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


 


(k)      No
Injunctions. No injunction, writ, restraining order or other order of any nature adversely affects the Borrower’s performance
of its obligations under this Agreement or any Transaction Document to which the Borrower is a party.


 


(l)       Taxes.
The Borrower has filed or caused to be filed (on a consolidated basis or otherwise) on a timely basis all tax returns (including,
without limitation, all foreign, federal, state, local and other tax returns) required to be filed by it, is not liable for Taxes
payable by any other Person and has paid or made adequate provisions for the payment of all Taxes, assessments


 






    	 	68	 



     


    

 


and
other governmental charges due and payable from the Borrower except for those Taxes being contested in good faith by appropriate
proceedings and in respect of which it has established proper reserves on its books. No Tax lien or similar adverse claim has
been filed, and no claim is being asserted, with respect to any such Tax, assessment or other governmental charge. Any Taxes,
fees and other governmental charges due and payable by the Borrower in connection with the execution and delivery of this Agreement
and the other Transaction Documents and the transactions contemplated hereby or thereby have been paid or shall have been paid
if and when due. Notwithstanding the foregoing, if (i) an amount of unpaid Taxes of the Borrower is less than $25,000 in
the aggregate and (ii) such unpaid Taxes do not have a material adverse effect on any Secured Party, then the representation
and warranties set forth in this Section 4.01(l) shall not be deemed to be incorrect on account of such unpaid
Taxes.


 


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


 


(n)      Tradenames.
The Borrower has not changed its name since its formation and does not have tradenames, fictitious names, assumed names or “doing
business as” names under which it has done or is doing business.


 


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


 


(p)      No
Subsidiaries. The Borrower has no Subsidiaries other than in connection with retaining equity pursuant to Section 6.05.


 


(q)      Value
Given. The Borrower has given fair consideration and reasonably equivalent value to the Transferor in exchange for the purchase
of the Loan Assets (or any number of them) from the Transferor pursuant to the Purchase and Sale Agreement. No such transfer has
been made for or on account of an antecedent debt owed by the Borrower to the Transferor and no such transfer is or may be voidable
or subject to avoidance under any section of the Bankruptcy Code.


 


(r)       Reports
Accurate. All Servicer’s Certificates, Servicing Reports, Notices of Borrowing, Borrowing Base Certificates and other
written or electronic information, exhibits, financial statements, documents, books, records or reports furnished by the Borrower
(or the Servicer on its behalf) to the Administrative Agent, the Collateral Agent, the Lenders, the Lender Agents, or the Collateral
Custodian in connection with this Agreement are, as of their date, accurate, true and correct in all material respects and no
such document or certificate omits to state a material fact or any fact necessary to make the statements contained therein not
misleading in all material respects; provided that, solely with respect to written or electronic information furnished
by the Servicer which was provided to the Servicer from an Obligor with respect to a Loan Asset, such information need only be
accurate, true and correct to the knowledge of the Borrower; provided, further, that the foregoing proviso shall not apply
to any information from an Obligor presented in a Servicer’s Certificate, Servicing Report, Notice of Borrowing or Borrowing
Base Certificate, it being understood that any Senior Leverage Ratio or Interest Coverage Ratio included


 






    	 	69	 



     


    

 


in
a Servicing Report which is calculated by the Servicer in good faith using information from and calculations consistent with the
relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the
related Loan Agreement shall be deemed to be true and correct in all material respects for purposes of this representation.


 


(s)      Exchange
Act Compliance; Regulations T, U and X. None of the transactions contemplated herein or in the other Transaction Documents
(including, without limitation, the use of proceeds from the sale of the Collateral Portfolio) will violate or result in a violation
of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including, without limitation, Regulations
T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend
to carry or purchase, and no proceeds from the Advances will be used to carry or purchase, any “margin stock” within
the meaning of Regulation U or to extend “purpose credit” within the meaning of Regulation U.


 


(t)       No
Adverse Agreements. There are no agreements in effect adversely affecting the rights of the Borrower to make, or cause to
be made, the grant of the security interest in the Collateral Portfolio contemplated by Section 2.13.


 


(u)      Event
of Default/Unmatured Event of Default. No event has occurred which constitutes an Event of Default, and no event has occurred
and is continuing which constitutes an Unmatured Event of Default (other than any Event of Default or Unmatured Event of Default
which has previously been disclosed to the Administrative Agent as such).


 


(v)      Servicing
Standard. Each of the Loan Assets was underwritten or acquired and is being serviced in conformance with the standard underwriting,
credit, collection, operating and reporting procedures and systems of the Servicer or the Transferor.


 


(w)     ERISA.
The present value of all benefits vested under each “employee pension benefit plan” as such term is defined in Section 3(2) of
ERISA, other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate of the Borrower or to which the Borrower or any ERISA Affiliate of the Borrower contributes or has an obligation
to contribute, or has any liability (each, a “Pension Plan”), does not exceed the value of the assets of the
Pension Plan allocable to such vested benefits (based on the value of such assets as of the last annual valuation date) determined
in accordance with the assumptions used for funding such Pension Plan pursuant to Sections 412 and 430 of the Code. No prohibited
transactions, failure to meet the minimum funding standard set forth in Section 302(a) of ERISA and Section 412(a) of
the Code (with respect to any Pension Plan other than a Multiemployer Plan), withdrawals or reportable events have occurred with
respect to any Pension Plan that, in the aggregate, could subject the Borrower to any material tax, penalty or other liability.
No notice of intent to terminate a Pension Plan has been filed, nor has any Pension Plan been terminated under Section 4041(f) of
ERISA, nor has the Pension Benefit Guaranty Corporation instituted proceedings to terminate, or appoint a trustee to administer,
a Pension Plan and no event has occurred or condition exists that might constitute grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Pension Plan.


 


(x)      Allocation
of Charges. There is not any agreement or understanding between the Servicer and the Borrower (other than as expressly set
forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments
or otherwise in respect of any taxes, fees, assessments or other governmental charges; provided that it is understood and
acknowledged that the Borrower will be consolidated with the Transferor for tax purposes.


 






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(y)     Broker-Dealer.
The Borrower is not a broker-dealer or subject to the Securities Investor Protection Act of 1970.


 


(z)      Instructions
to Obligors. The Collection Account is the only account to which Obligors have been instructed by the Borrower, or the Servicer
on the Borrower’s behalf, to send Principal Collections and Interest Collections on the Collateral Portfolio. The Borrower
has not granted any Person other than the Collateral Agent, on behalf of the Secured Parties, an interest in the Collection Account.


 


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


 


(bb)    Compliance
with Law. The Borrower has complied in all respects with all Applicable Law to which it may be subject, and no item of the
Collateral Portfolio contravenes any Applicable Law (including, without limitation, all applicable predatory and abusive lending
laws, laws, rules and regulations relating to licensing, truth in lending, fair credit billing, fair credit reporting, equal
credit opportunity, fair debt collection practices and privacy).


 


(cc)     Collections.
The Borrower acknowledges that all Available Collections received by it or its Affiliates with respect to the Collateral Portfolio
Pledged hereunder are held and shall be held in trust for the benefit of the Collateral Agent, on behalf of the Secured Parties
until deposited into the Collection Account within two Business Days after receipt as required herein.


 


(dd)    Set-Off, etc.
No Loan Asset in the Collateral Portfolio has been compromised, adjusted, extended, satisfied, subordinated, rescinded, set-off
or modified by the Borrower, the Transferor or the Obligor thereof, and no Loan Asset in the Collateral Portfolio is subject to
compromise, adjustment, extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, abatement, suspension,
deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning the Collateral Portfolio
or otherwise, by the Borrower, the Transferor or the Obligor with respect thereto, except, in each case, for amendments, extensions
and modifications, if any, to such Collateral Portfolio otherwise permitted pursuant to Section 6.04(a) of this
Agreement and in accordance with the Servicing Standard.


 


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


 


(ff)     Environmental.
With respect to each item of Underlying Collateral as of the applicable Cut-Off Date for the Loan Asset related to such Underlying
Collateral, to the actual knowledge of a Responsible Officer of the Borrower: (a) the related Obligor’s operations
comply in all material respects with all applicable Environmental Laws; (b) none of the related Obligor’s operations
is the subject of a federal or state investigation evaluating whether any remedial action, involving expenditures, is needed to
respond to a release of any Hazardous Materials into the environment; and (c) the related Obligor does not have any material
contingent liability in connection with any release of any Hazardous Materials into the environment. As of the applicable Cut-Off
Date for the Loan Asset related to such Underlying Collateral, none of the Borrower, the Transferor nor the Servicer has received
any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance,
liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the
Underlying Collateral, nor does any such Person have knowledge or reason to believe that any such notice will be received or is
being threatened.


 






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(gg)    Sanctions.
None of the Borrower, any Person directly or indirectly Controlling the Borrower nor any Person directly or indirectly Controlled
by the Borrower and, to the Borrower’s knowledge, no Related Party of the foregoing (i) is a Sanctioned Person; (ii) is
controlled by or is acting on behalf of a Sanctioned Person; (iii) is, to the Borrower’s knowledge, under investigation
for an alleged breach of Sanction(s) by a governmental authority that enforces Sanctions; or (iv) will fund any repayment
of the Obligations with proceeds derived from any transaction that would be prohibited by Sanctions or would otherwise cause any
Lender or any other party to this Agreement, or any Related Party, to be in breach of any Sanctions. To each such Person’s
knowledge, no investor in such Person is a Sanctioned Person. Each Person will notify each Lender and Administrative Agent in
writing not more than one (1) Business Day after becoming aware of any breach of this section.


 


(hh)    Confirmation
from Transferor. The Borrower has received in writing from the Transferor confirmation that the Transferor will not cause
the Borrower to file a voluntary bankruptcy petition under the Bankruptcy Code.


 


(ii)     [Reserved].


 


(ii)     (jj)
Beneficial Ownership Certification. As of its date
of delivery, the information included in the Beneficial Ownership Certification is true and correct in all respects.


 


(jj)     (kk)
Security Interest.


 


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


 


(ii)           the
Collateral Portfolio is comprised of “instruments”, “security entitlements”, “general intangibles”,
 “accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”,
 “deposit accounts”, “supporting obligations” or “insurance” (each as defined in the applicable
UCC) and/or such other category of collateral under the applicable UCC as to which the Borrower has complied with its obligations
under this Section 4.01(kkjj);


 


(iii)          with
respect to that portion of the Collateral Portfolio that constitute “security entitlements”:


 


a.            all
of such security entitlements have been credited to one of the Controlled Accounts and the securities intermediary for each Controlled
Account has agreed to treat all assets credited to such Controlled Account as “financial assets” within the meaning
of the applicable UCC;


 


b.            the
Borrower has taken all steps necessary to cause the securities intermediary to identify in its records the Collateral Agent and
the Borrower, for the benefit of the Secured Parties, as the Person having a security entitlement against the securities intermediary
in each of the Controlled Accounts; and


 


c.            the
Controlled Accounts are not in the name of any Person other than the Borrower, subject to the lien of the Collateral Agent, for
the benefit of the Secured Parties. The securities intermediary of any Controlled Account which is a


 






    	 	72	 



     


    

 


“securities
account” under the UCC has agreed to comply with the entitlement orders and instructions of the Borrower, the Servicer and
the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including
causing cash to be invested in Permitted Investments; provided that, upon the delivery of a Notice of Exclusive Control
by the Collateral Agent (acting at the direction of the Administrative Agent), the securities intermediary has agreed to only
follow the entitlement orders and instructions of the Collateral Agent, on behalf of the Secured Parties, including with respect
to the investment of cash in Permitted Investments.


 


(iv)         all
Controlled Accounts constitute “securities accounts” or “deposit accounts” as defined in the applicable
UCC;


 


(v)          with
respect to any Controlled Account which constitutes a “deposit account” as defined in the applicable UCC, the Borrower,
the Account Bank and the Collateral Agent, on behalf of the Secured Parties, have entered into an account control agreement which
permits the Collateral Agent on behalf of the Secured Parties to direct disposition of the funds in such deposit account;


 


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


 


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


 


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


 


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


 


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


 


(xi)          other
than in the case of Noteless Loan Assets, the Borrower has received, or subject to the delivery requirements contained herein
will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian, as the bailee of the Collateral
Agent, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the
Collateral Agent, for the benefit


 






    	 	73	 



     


    

 


of
the Secured Parties; provided that the acknowledgement of the Collateral Custodian set forth in Section 12.11
may serve as such acknowledgement;


 


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


 


(xiii)        with
respect to any Collateral Portfolio that constitutes a “certificated security,” such certificated security has been
delivered to the Collateral Custodian, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed
to the Collateral Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered
in the name of the Collateral Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by
the Borrower of such certificated security; and


 


(xiv)        with
respect to any Collateral Portfolio that constitutes an “uncertificated security”, that the Borrower shall cause the
issuer of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner
of such uncertificated security.


 


Section 4.02     Representations
and Warranties of the Borrower Relating to the Agreement and the Collateral Portfolio. The Borrower hereby
represents and warrants, as of the Closing Date, as of each applicable Cut-Off Date, as of each applicable Advance Date, as
of each Reporting Date and any date which Loan Assets are Pledged hereunder and as of each other date provided under this
Agreement or the other Transaction Documents on which such representations and warranties are required to be (or deemed to
be) made:


 


(a)      Valid
Transfer and Security Interest. This Agreement constitutes a grant of a security interest in all of the Collateral Portfolio
to the Collateral Agent, for the benefit of the Secured Parties, which is a valid and first priority perfected security interest
in the Loan Assets forming a part of the Collateral Portfolio and in that portion of the Loan Assets in which a security interest
may be perfected by filing, subject only to Permitted Liens. No Person claiming through or under the Borrower shall have any claim
to or interest in the Controlled Accounts.


 


(b)      Eligibility
of Collateral Portfolio. (i) The Loan Tape and the information contained in each Notice of Borrowing is an accurate and
complete listing of all the Loan Assets contained in the Collateral Portfolio as of the related Cut-Off Date and the information
contained therein with respect to the identity of such item of Collateral Portfolio and the amounts owing thereunder is true and
correct as of the related Cut-Off Date, (ii) each Loan Asset designated on any Borrowing Base Certificate as an Eligible
Loan Asset and each Loan Asset included as an Eligible Loan Asset in any calculation of the Borrowing Base or the Borrowing Base
Deficiency is an Eligible Loan Asset and (iii) with respect to each item of Collateral Portfolio, all consents, licenses,
approvals or authorizations of or registrations or declarations of any Governmental Authority or any Person required to be obtained,
effected or given by the Borrower in connection with the transfer of a security interest in each item of Collateral Portfolio
to the Collateral Agent, for the benefit of the Secured Parties, have been duly obtained, effected or given and are in full force
and effect. For the avoidance of doubt, any inaccurate representation that a Loan Asset is an Eligible Loan Asset hereunder or
under any other Transaction Document shall not constitute an Event of Default if the Borrower complies with Section 2.07(c) hereunder.


 






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(c)      No
Fraud. Each Loan Asset was originated without any fraud or misrepresentation by the Transferor or, to the best of the Borrower’s
knowledge, on the part of the Obligor.


 


Section 4.03     Representations
and Warranties of the Servicer. The Servicer hereby represents and warrants, as of the Closing Date, as of
each applicable Cut-Off Date, as of each applicable Advance Date, as of each Reporting Date and as of each other date
provided under this Agreement or the other Transaction Documents on which such representations and warranties are required to
be (or deemed to be) made:


 


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


 


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


 


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


 


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


 


(e)      No
Violation. The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which
it is a party and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach of any
of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Servicer’s
certificate of formation or limited liability company agreement or any contractual obligation of the Servicer, (ii) result
in the creation or imposition of any Lien upon any of the Servicer’s properties pursuant to the terms of any such contractual
obligation, other than this Agreement, or (iii) violate any Applicable Law.


 


(f)       No
Proceedings. There is no litigation, proceeding or investigation pending or, to the knowledge of the Servicer, threatened
against the Servicer, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction
Document to which the Servicer is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated
by this Agreement or any other Transaction Document to which the Servicer is a


 






    	 	75	 



     


    

 


party
or (iii) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.


 


(g)      All
Consents Required. All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental
Authority (if any) required for the due execution, delivery and performance by the Servicer of this Agreement and any other Transaction
Document to which the Servicer is a party have been obtained.


 


(h)      Reports
Accurate. No Servicer’s Certificate, Servicing Report, Notice of Borrowing, Borrowing Base Certificate, information,
exhibit, financial statement, document, book, record or report furnished by the Servicer to the Administrative Agent, the Collateral
Agent, the Lenders, the Lender Agents, or the Collateral Custodian in connection with this Agreement is inaccurate in any material
respect as of the date it is dated, and no such document contains any material misstatement of fact or omits to state a material
fact or any fact necessary to make the statements contained therein not misleading in any material respect; provided that,
solely with respect to written or electronic information furnished by the Servicer which was provided to the Servicer from an
Obligor with respect to a Loan Asset, such information need only be accurate, true and correct to the knowledge of the Servicer;
provided, further, that the foregoing proviso shall not apply to any information from an Obligor presented in a Servicer’s
Certificate, Servicing Report, Notice of Borrowing or Borrowing Base Certificate, it being understood that any Senior Leverage
Ratio or Interest Coverage Ratio included in a Servicing Report which is calculated by the Servicer in good faith using information
from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant
Obligor as per the requirements of the related Loan Agreement shall be deemed to be true and correct in all material respects
for purposes of this representation.


 


(i)       Servicing
Standard. The Servicer has complied in all respects with the Servicing Standard with regard to the servicing of the Loan Assets.


 


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


 


(k)      [Reserved].


 


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


 


(m)     Taxes.
The Servicer has filed or caused to be filed all tax returns that are required to be filed by it (subject to any extensions to
file properly obtained by the same). The Servicer has paid or made adequate provisions for the payment of all Taxes and all assessments
made against it or any of its property (other than any amount of Tax the validity of which is currently being contested in good
faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of
the Servicer), and no Tax lien has been filed and no claim is being asserted with respect to any such Tax, assessment or other
charge. Notwithstanding the foregoing, if (i) an amount of unpaid Taxes of the Servicer (or Taxes with respect to its property)
is less than $25,000 in the aggregate and (ii) such unpaid Taxes do not have an adverse effect on any Secured Party, then
the representation and warranties set forth in this Section 4.03(m) shall not be deemed to be incorrect on account
of such unpaid Taxes.


 


(n)      Exchange
Act Compliance; Regulations T, U and X. None of the transactions contemplated herein or the other Transaction Documents (including,
without


 






    	 	76	 



     


    

 


limitation,
the use of the Proceeds from the sale of the Collateral Portfolio) will violate or result in a violation of Section 7 of
the Exchange Act, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X of the Board
of Governors of the Federal Reserve System, 12 C.F.R., Chapter II.


 


(o)      Security
Interest. The Servicer will take all steps necessary to ensure that the Borrower has granted a security interest (as defined
in the UCC) to the Collateral Agent, for the benefit of the Secured Parties, in the Collateral Portfolio, which is enforceable
in accordance with Applicable Law upon execution and delivery of this Agreement and such security interest is a valid and first
priority perfected security interest in the Loan Assets and that portion of the Collateral Portfolio in which a security interest
may be perfected by filing (except for any Permitted Liens). All filings (including, without limitation, such UCC filings) as
are necessary for the perfection of the Secured Parties’ security interest in the Loan Assets and that portion of the Collateral
Portfolio in which a security interest may be perfected by filing have been (or prior to the applicable Advance will be) made.


 


(p)      ERISA.
The present value of all benefits vested under each “employee pension benefit plan” as such term is defined in Section 3(2) of
ERISA, other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Servicer or
any ERISA Affiliate of the Servicer or to which the Servicer or any ERISA Affiliate of the Servicer contributes or has an obligation
to contribute, or has any liability (each, a “Servicer Pension Plan”) does not exceed the value of the assets
of the Servicer Pension Plan allocable to such vested benefits (based on the value of such assets as of the last annual valuation
date) determined in accordance with the assumptions used for funding such Servicer Pension Plan pursuant to Sections 412 and 430
of the Code. No prohibited transactions, failure to meet the minimum funding standard set forth in Section 302(a) of
ERISA and Section 412(a) of the Code (with respect to any Servicer Pension Plan other than a Multiemployer Plan), withdrawals
or reportable events have occurred with respect to any Servicer Pension Plan that, in the aggregate, could subject the Servicer
to any material tax, penalty or other liability. No notice of intent to terminate a Servicer Pension Plan has been filed, nor
has any Servicer Pension Plan been terminated under Section 4041(f) of ERISA, nor has the Pension Benefit Guaranty Corporation
instituted proceedings to terminate, or appoint a trustee to administer, a Servicer Pension Plan and no event has occurred or
condition exists that might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of
a trustee to administer, any Servicer Pension Plan.


 


(q)      Sanctions.
None of the Servicer, any Person directly or indirectly Controlling the Servicer nor any Person directly or indirectly Controlled
by the Servicer and, to the Servicer’s knowledge, no Related Party of the foregoing (i) is a Sanctioned Person; (ii) is
controlled by or is acting on behalf of a Sanctioned Person; (iii) is, to the Servicer’s knowledge, under investigation
for an alleged breach of Sanction(s) by a governmental authority that enforces Sanctions; or (iv) will fund any repayment
of the Obligations with proceeds derived from any transaction that would be prohibited by Sanctions or would otherwise cause any
Lender or any other party to this Agreement, or any Related Party, to be in breach of any Sanctions. To each Person’s knowledge,
no investor in such Person is a Sanctioned Person. Each Person will notify each Lender and Administrative Agent in writing not
more than one (1) Business Day after becoming aware of any breach of this section.


 


(r)       Environmental.
With respect to each item of Underlying Collateral, to the actual knowledge of a Responsible Officer of the Servicer: (a) the
related Obligor’s operations comply in all material respects with all applicable Environmental Laws; (b) none of the
related


 






    	 	77	 



     


    

 


 


Obligor’s
operations is the subject of a Federal or state investigation evaluating whether any remedial action, involving expenditures,
is needed to respond to a release of any Hazardous Materials into the environment; and (c) the related Obligor does not have
any material contingent liability in connection with any release of any Hazardous Materials into the environment. The Servicer
has not received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged
violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws
with regard to any of the Underlying Collateral, nor does the Servicer have knowledge or reason to believe that any such notice
will be received or is being threatened.


 


(s)      No
Injunctions. No injunction, writ, restraining order or other order of any nature adversely affects the Servicer’s performance
of its obligations under this Agreement or any Transaction Document to which the Servicer is a party.


 


(t)       Instructions
to Obligors. The Collection Account is the only account to which Obligors have been instructed by the Servicer on the Borrower’s
behalf to send Principal Collections and Interest Collections on the Collateral Portfolio.


 


(u)      Allocation
of Charges. There is not any agreement or understanding between the Servicer and the Borrower (other than as expressly set
forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments
or otherwise in respect of any taxes, fees, assessments or other governmental charges; provided that it is understood and
acknowledged that the Borrower will be consolidated with the Transferor for tax purposes.


 


(v)      Servicer
Termination Event. No event has occurred which constitutes a Servicer Termination Event (other than any Servicer Termination
Event which has previously been disclosed to the Administrative Agent as such).


 


(w)     Broker-Dealer.
The Servicer is not a broker-dealer or subject to the Securities Investor Protection Act of 1970.


 


(x)      Compliance
with Applicable Law. The Servicer has complied in all respects with all Applicable Law to which it may be subject, and no
item in the Collateral Portfolio contravenes in any respect any Applicable Law.


 


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


 


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


 


(b)      Due
Authorization. The execution and delivery of this Agreement and the consummation of the transactions provided for herein have
been duly authorized by all necessary association action on its part, either in its individual capacity or as Collateral Agent,
as the case may be.


 


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


 






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


 


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


 


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


 


Section 4.05     Representations
and Warranties of each Lender. Each Lender hereby individually represents and warrants, as to itself, that
it is (a) either a Qualified Institutional Buyer under Rule 144A of the Securities Act or an institutional
 “Accredited Investor” as defined in Rule 501(a)(1)-(3) or (7) under the Securities Act and
(b) a “qualified purchaser” under the 1940 Act.


 


Section 4.06     Representations
and Warranties of the Collateral Custodian. The Collateral Custodian in its individual capacity and as Collateral
Custodian represents and warrants as follows:


 


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


 


(b)      Due
Authorization. The execution and delivery of this Agreement and the consummation of the transactions provided for herein have
been duly authorized by all necessary association action on its part, either in its individual capacity or as Collateral Custodian,
as the case may be.


 


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


 


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


 


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


 


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


 






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ARTICLE V.


 


GENERAL
COVENANTS


 


Section 5.01     Affirmative
Covenants of the Borrower. From the Closing Date until the Collection Date:


 


(a)      Organizational
Procedures and Scope of Business. The Borrower will observe all organizational procedures required by its certificate of formation,
limited liability company agreement and the laws of its jurisdiction of formation. Without limiting the foregoing, the Borrower
will limit the scope of its business to: (i) the acquisition of Eligible Loan Assets and the ownership and management of
the Portfolio Assets and the related assets in the Collateral Portfolio; (ii) the sale, transfer or other disposition of
Loan Assets as and when permitted under the Transaction Documents; (iii) entering into and performing under the Transaction
Documents; (iv) consenting or withholding consent as to proposed amendments, waivers and other modifications of the Loan
Agreements to the extent not in conflict with the terms of this Agreement or any other Transaction Document; (v) exercising
any rights (including but not limited to voting rights and rights arising in connection with a Bankruptcy Event with respect to
an Obligor or the consensual or non-judicial restructuring of the debt or equity of an Obligor) or remedies in connection with
the Loan Assets and participating in the committees (official or otherwise) or other groups formed by creditors of an Obligor
to the extent not in conflict with the terms of this Agreement or any other Transaction Document; and (vi) engaging in any
activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are
related to the foregoing and necessary, convenient or advisable to accomplish the foregoing.


 


(b)      Special
Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent 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 the Transferor and any other Person; (iv) have a Board of Directors separate from that of the Transferor
and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is
(1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax
purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this
Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name
and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial
statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Senior
Loan Fund LLC in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain
an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if
any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate
fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks; (xv) except
as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct
any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated
business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause
its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions
and observe in all respects all other Delaware limited liability company formalities; (xix) not acquire the obligations


 






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or
any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower
to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of
the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.


 


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


 


(d)      Compliance
with Legal Opinions. The Borrower shall take all other actions necessary to maintain the accuracy of the factual assumptions
set forth in the legal opinions of Dechert LLP, as special counsel to the Borrower, issued in connection with the Purchase and
Sale Agreement and relating to the issues of substantive consolidation and true sale of the Loan Assets.


 


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


 


(f)       Disclosure
of Purchase Price. The Borrower shall disclose to the Administrative Agent and the Lender Agents the purchase price for each
Loan Asset proposed to be acquired by the Borrower.


 


(g)      Obligor
Defaults and Bankruptcy Events. The Borrower shall give, or shall cause the Servicer to give, notice to the Administrative
Agent and the Lender Agents within two Business Days of the Borrower’s, the Transferor’s or the Servicer’s actual
knowledge of the occurrence of any payment default by an Obligor under any Loan Asset or any Bankruptcy Event with respect to
any Obligor under any Loan Asset.


 


(h)      Required
Loan Documents. The Borrower shall deliver to the Collateral Custodian a hard copy or electronic copy of (i) the Required
Loan Documents (other than the Transferor Agented Required Loan Documents) and the Loan Asset Checklist pertaining to each Loan
Asset within five Business Days of the Cut-Off Date pertaining to such Loan Asset and (ii) the Transferor Agented Required
Loan Documents pertaining to each Loan Asset within thirty days of the Cut-Off Date pertaining to such Loan Asset.


 


(i)       Taxes.
The Borrower will file or cause to be filed its tax returns and pay any and all Taxes imposed on it or its property as required
by the Transaction Documents (except as contemplated in Section 4.01(l)).


 


(j)       Notice
of Event of Default. The Borrower shall notify the Administrative Agent and each Lender Agent of the occurrence of any Event
of Default under this Agreement promptly upon obtaining actual knowledge of such event. In addition, no later than two Business
Days following the Borrower’s knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default,
the Borrower will provide to the Administrative Agent and each Lender Agent a written statement of a Responsible Officer of the
Borrower setting forth the details of such event and the action that the Borrower proposes to take with respect thereto.


 


(k)      Notice
of Material Events. The Borrower shall promptly notify the Administrative Agent and each Lender Agent of any event or other
circumstance that is reasonably likely to have a Material Adverse Effect.


 


(l)       Notice
of Income Tax Liability. The Borrower shall furnish to the Administrative Agent and each Lender Agent telephonic or facsimile
notice within 10 Business Days (confirmed in writing within five Business Days thereafter) of the receipt of revenue agent


 






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reports
or other written proposals, determinations or assessments of the Internal Revenue Service or any other taxing authority which
propose, determine or otherwise set forth positive adjustments (i) to the Tax liability of Senior Loan Fund LLC or any “affiliated
group” (of which Senior Loan Fund LLC is a member) in an amount equal to or greater than $1,000,000 in the aggregate, or
(ii) to the Tax liability of the Borrower itself in an amount equal to or greater than $500,000 in the aggregate. Any such
notice shall specify the nature of the items giving rise to such adjustments and the amounts thereof.


 


(m)     Notice
of Auditors’ Management Letters. The Borrower shall promptly notify the Administrative Agent and each Lender Agent after
the receipt of any auditors’ management letters received by the Borrower or by its accountants.


 


(n)      Notice
of Breaches of Representations and Warranties under this Agreement. The Borrower shall promptly notify the Administrative
Agent and each Lender Agent if any representation or warranty set forth in Section 4.01 or Section 4.02
was incorrect at the time it was given or deemed to have been given and at the same time deliver to the Collateral Agent, the
Administrative Agent and the Lender Agents a written notice setting forth in reasonable detail the nature of such facts and circumstances.
In particular, but without limiting the foregoing, the Borrower shall notify the Administrative Agent and each Lender Agent in
the manner set forth in the preceding sentence before any Cut-Off Date of any facts or circumstances within the knowledge of the
Borrower which would render any of the said representations and warranties untrue at the date when such representations and warranties
were made or deemed to have been made.


 


(o)      Notice
of Breaches of Representations and Warranties under the Purchase and Sale Agreement. The Borrower confirms and agrees that
the Borrower will, upon receipt of notice or discovery thereof, promptly send to the Administrative Agent, each Lender Agent and
the Collateral Agent a notice of (i) any material breach of any representation, warranty, agreement or covenant under the
Purchase and Sale Agreement or (ii) any event or occurrence that, upon notice, or upon the passage of time or both, would
constitute such a breach.


 


(p)      Notice
of Proceedings. The Borrower shall notify the Administrative Agent and each Lender Agent, as soon as possible and in any event
within three Business Days, after the Borrower receives notice or obtains knowledge thereof, of any settlement of, material judgment
(including a material judgment with respect to the liability phase of a bifurcated trial) in or commencement of any material labor
controversy, material litigation, material action, material suit or material proceeding before any court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Collateral Portfolio, the Transaction
Documents, the Collateral Agent’s, for the benefit of the Secured Parties, interest in the Collateral Portfolio, or the
Borrower, the Servicer or the Transferor or any of their Affiliates. For purposes of this Section 5.01(p), (i) any
settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Collateral Portfolio, the Transaction
Documents, the Collateral Agent’s, for the benefit of the Secured Parties, interest in the Collateral Portfolio, or the
Borrower in excess of $500,000 shall be deemed to be material and (ii) any settlement, judgment, labor controversy, litigation,
action, suit or proceeding affecting the Servicer or the Transferor in excess of $1,000,000 shall be deemed to be material.


 


(q)      Notice
of ERISA Reportable Events. The Borrower shall promptly notify the Administrative Agent and each Lender Agent after receiving
notice of any “reportable event” (as defined in Title IV of ERISA, other than an event for which the reporting requirements
have


 






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been waived by regulations) with respect to the Borrower (or any ERISA Affiliate thereof), and provide them with a copy of
such notice.


 


(r)       Notice
of Accounting Changes. As soon as possible and in any event within three Business Days after the effective date thereof, the
Borrower will provide to the Administrative Agent and each Lender Agent notice of any material change in the accounting policies
of the Borrower.


 


(s)      Additional
Documents. The Borrower shall provide the Administrative Agent and each Lender Agent with (i) copies of such documents
as the Administrative Agent or any Lender Agent may reasonably request evidencing the truthfulness of the representations set
forth in this Agreement and (ii) all documentation and other information requested by any Lender Agent in its sole discretion
and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know
your customer” and Anti-Money Laundering Laws, all in form and substance reasonably satisfactory to each Lender Agent, in
each case that are within the possession or control of (or are reasonably accessible to) the Borrower.


 


(t)       Protection
of Security Interest. With respect to the Collateral Portfolio acquired by the Borrower, the Borrower will (i) if acquired
from the Transferor, acquire such Collateral Portfolio pursuant to and in accordance with the terms of the Purchase and Sale Agreement
or such other similar agreement, as applicable, (ii) (at the expense of the Borrower) take all action necessary to perfect,
protect and more fully evidence the Borrower’s ownership of such Collateral Portfolio free and clear of any Lien other than
the Lien created hereunder and Permitted Liens, including, without limitation, (a) with respect to the Loan Assets and that
portion of the Collateral Portfolio in which a security interest may be perfected by filing, filing and maintaining (at the expense
of the Borrower), effective financing statements against the Transferor in all necessary or appropriate filing offices (including
any amendments thereto or assignments thereof) and filing continuation statements, amendments or assignments with respect thereto
in such filing offices, (including any amendments thereto or assignments thereof) and (b) executing or causing to be executed
such other instruments or notices as may be necessary or appropriate, (iii) (at the expense of the Borrower) take all action
necessary to cause a valid, subsisting and enforceable first priority perfected security interest, subject only to Permitted Liens,
to exist in favor of the Collateral Agent (for the benefit of the Secured Parties) in the Borrower’s interests in all of
the Collateral Portfolio being Pledged hereunder, including the filing of a UCC financing statement in the applicable jurisdiction
adequately describing the Collateral Portfolio (which may include an “all asset” filing), and naming the Borrower
as debtor and the Collateral Agent as the secured party, and filing continuation statements, amendments or assignments with respect
thereto in such filing offices, (including any amendments thereto or assignments thereof), (iv) permit the Administrative
Agent or any Lender Agent or their respective agents or representatives to visit the offices of the Borrower during normal office
hours and upon reasonable advance notice examine and make copies of all documents, books, records and other information concerning
the Collateral Portfolio and discuss matters related thereto with any of the officers or employees of the Borrower having knowledge
of such matters (provided that the Borrower shall not be liable for the costs and expenses of more than two such visits in any
calendar year unless an Event of Default has occurred hereunder, in which event the number of visits for which the Borrower shall
be liable for the costs and expenses shall not be limited), and (v) take all additional action that the Administrative Agent,
any Lender Agent or the Collateral Agent may reasonably request to perfect, protect and more fully evidence the respective first
priority perfected security interests of the parties to this


 






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Agreement in the Collateral Portfolio, or to enable the Administrative
Agent or the Collateral Agent to exercise or enforce any of their respective rights hereunder.


 


(u)      Liens.
The Borrower will promptly notify the Administrative Agent and the Lender Agents of the existence of any Lien on the Collateral
Portfolio (other than Permitted Liens) and the Borrower shall defend the right, title and interest of the Collateral Agent, for
the benefit of the Secured Parties, in, to and under the Collateral Portfolio against all claims of third parties.


 


(v)      Other
Documents. At any time from time to time upon prior written request of the Administrative Agent or any Lender Agent, at the
sole expense of the Borrower, the Borrower will promptly and duly execute and deliver such further instruments and documents and
take such further actions as the Administrative Agent or any Lender Agent may reasonably request for the purposes of obtaining
or preserving the full benefits of this Agreement including the first priority security interest (subject only to Permitted Liens)
granted hereunder and of the rights and powers herein granted (including, among other things, authorizing the filing of such UCC
financing statements as the Administrative Agent may request).


 


(w)     Compliance
with Law. The Borrower shall at all times comply in all material respects with all Applicable Law applicable to Borrower or
any of its assets (including, without limitation, Environmental Laws, and all federal securities laws), and Borrower shall do
or cause to be done all things necessary to preserve and maintain in full force and effect its legal existence, and all licenses
material to its business.


 


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


 


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


 


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


 


(aa)    Tax
Treatment. The Borrower, the Transferor and the Lenders shall treat the Advances advanced hereunder as indebtedness of the
Borrower (or, so long as the Borrower is treated as a disregarded entity for U.S. federal income tax purposes, as indebtedness
of the entity of which it is considered to be a part) for U.S. federal income tax purposes and to file any and all tax forms in
a manner consistent therewith.


 


(bb)   Maintenance
of Records. The Borrower will maintain records with respect to the Collateral Portfolio and the conduct and operation of its
business with no less a degree of prudence than if the Collateral Portfolio were held by the Borrower for its own account and
not


 






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subject to the terms of the Transaction Documents and will furnish the Administrative Agent and each Lender Agent, upon the
reasonable request by the Administrative Agent and each Lender Agent, information with respect to the Collateral Portfolio and
the conduct and operation of its business.


 


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


 


(dd)   Beneficial
Ownership Regulation. Within five (5) Business Days of the Thirteenth Amendment Date, the Borrower shall deliver the
Beneficial Ownership Certification. Promptly following any subsequent request therefor, the Borrower shall deliver to the Lender
information and documentation reasonably requested by the Lender for purposes of compliance with the Beneficial Ownership Regulation.


 


(ee)    Continuation
Statements. The Borrower shall, not earlier than six months and not later than three months prior to the fifth anniversary
of the date of filing of the financing statement referred to in Schedule I hereto or any other financing statement filed
pursuant to this Agreement or in connection with any Advance hereunder, unless the Collection Date shall have occurred:


 


(i)            authorize
and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and


 


(ii)           deliver
or cause to be delivered to the Collateral Agent, the Administrative Agent and the Lender Agents an opinion of the counsel for
the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, confirming and updating the opinion delivered
pursuant to Schedule I with respect to perfection and otherwise to the effect that the security interest hereunder continues
to be an enforceable and perfected security interest, subject to no other Liens of record except as provided herein or otherwise
permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.


 


(ff)     Disregarded
Entity. The Borrower will be disregarded as an entity separate from its owner pursuant to Treasury Regulation Section 301.7701-3(b),
and neither the Borrower nor any other Person on its behalf shall make an election to be treated as other than an entity disregarded
from its owner under Treasury Regulation Section 301.7701-3(c).


 


(gg)   Expenses
relating to Controlled Accounts. The Borrower will be required to pay all reasonable fees and expenses owing to any bank or
trust company in connection with the maintenance of the Controlled Accounts.


 


(hh)   Compliance
with Anti-Money Laundering Laws and Anti-Corruption Laws. The Borrower, each Person directly or indirectly Controlling the
Borrower and each Person directly or indirectly Controlled by the Borrower and, to the Borrower’s knowledge, any Related
Party of the foregoing shall: (i) comply with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws in all material
respects, and shall maintain policies and procedures reasonably designed to ensure compliance with the Anti-Money Laundering Laws
and Anti-Corruption Laws; (ii) conduct the requisite due diligence in connection with the transactions contemplated herein
for purposes of complying with the Anti-Money Laundering Laws, including with respect to the legitimacy of any applicable investor
and the origin of the assets used by such investor to purchase


 






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the property in question, and will maintain sufficient information
to identify any applicable investor for purposes of the Anti-Money Laundering Laws; (iii) ensure it does not use any of the
credit in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws; and (iv) ensure it does not fund any repayment
of the Obligations in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws.


 


Section 5.02     Negative
Covenants of the Borrower. From the Closing Date until the Collection Date:


 


(a)      Special
Purpose Entity Requirements. Except as otherwise permitted by this Agreement, the Borrower shall not (i) guarantee any
obligation of any Person, including any Affiliate; (ii) engage, directly or indirectly, in any business, other than the actions
required or permitted to be performed under the Transaction Documents; (iii) incur, create or assume any Indebtedness, other
than Indebtedness incurred under the Transaction Documents or under any Hedging Agreement pursuant to Section 5.09(a);
(iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities (other than any
equity or other securities retained pursuant to Section 6.05) of, any Person, except that the Borrower may invest
in those Loan Assets and other investments permitted under the Transaction Documents and may make any advance required or expressly
permitted to be made pursuant to any provisions of the Transaction Documents and permit the same to remain outstanding in accordance
with such provisions; (v) become insolvent or fail to pay its debts and liabilities from its assets when due; (vi) create,
form or otherwise acquire any Subsidiaries (other than any equity or other securities retained pursuant to Section 6.05)
or (vii) release, sell, transfer, convey or assign any Loan Asset unless in accordance with the Transaction Documents.


 


(b)      Requirements
for Material Actions. The Borrower shall not fail to provide (and at all times the Borrower’s organizational documents
shall reflect) that the unanimous consent of all directors (including the consent of the Independent Director(s)) is required
for the Borrower to (i) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent,
(ii) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition
seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency,
(iv) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar
official for the Borrower, (v) make any assignment for the benefit of the Borrower’s creditors, (vi) admit in
writing its inability to pay its debts generally as they become due, or (vii) take any action in furtherance of any of the
foregoing.


 


(c)      Protection
of Title. The Borrower shall not take any action which would directly or indirectly impair or adversely affect the Borrower’s
title to the Collateral Portfolio.


 


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


 


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


 






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(f)       Organizational
Documents. The Borrower shall not amend, modify or terminate any of the organizational or operational documents of the Borrower
without the prior written consent of the Administrative Agent.


 


(g)      Merger,
Acquisitions, Sales, etc. The Borrower shall not change its organizational structure, enter into any transaction of merger
or consolidation or amalgamation, or asset sale (other than pursuant to Section 2.07), or liquidate, wind up or dissolve
itself (or suffer any liquidation, winding up or dissolution) without the prior written consent of the Administrative Agent.


 


(h)      Use
of Proceeds. The Borrower shall not use the proceeds of any Advance other than (x) to finance the purchase by the Borrower,
on a “true sale” basis, of Collateral Portfolio, (y) to fund the Unfunded Exposure Account in order to establish
reserves for unfunded commitments of Revolving Loan Assets and Delayed Draw Loan Assets included in the Collateral Portfolio or
(z) to distribute such proceeds to the Transferor (so long as such distribution is permitted pursuant to Section 5.02(m)).
The Borrower shall not use the proceeds of any Advance in violation of Anti-Corruption Laws or Anti-Money Laundering Laws.


 


(i)       Limited
Assets. The Borrower shall not hold or own any assets that are not part of the Collateral Portfolio.


 


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


 


(k)      Extension
or Amendment of Collateral Portfolio. The Borrower will not, except as otherwise permitted in Section 6.04(a) of
this Agreement and in accordance with the Servicing Standard, extend, amend or otherwise modify the terms of any Loan Asset (including
the Underlying Collateral).


 


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


 


(m)     Restricted
Junior Payments. The Borrower shall not make any Restricted Junior Payment, except that, so long as no Event of Default or
Unmatured Event of Default has occurred or would result therefrom, the Borrower may declare and make distributions to its member
on its membership interests.


 


(n)      ERISA
Matters. The Borrower will not (a) engage, and will exercise its best efforts not to permit any ERISA Affiliate to engage,
in any prohibited transaction (within the meaning of ERISA Section 406(a) or (b) or Code Section 4975) for
which an exemption is not available or has not previously been obtained from the United States Department of Labor, (b) fail
to meet the minimum funding standard set forth in Section 302(a) of ERISA and Section 412(a) of the Code with
respect to any Pension Plan other than a Multiemployer Plan, (c) fail to make any payments to a Multiemployer Plan that the
Borrower or any ERISA Affiliate may be required to make under the agreement relating to such Multiemployer Plan or any law pertaining
thereto, (d) terminate any Pension Plan so as to result, directly or indirectly in any liability to the Borrower, or (e) permit
to exist any occurrence of any reportable event described in Title IV of ERISA with respect to any Pension Plan, other than an
event for which reporting requirements have been waived by regulations.


 


(o)      Instructions
to Obligors. The Borrower will not make any change, or permit the Servicer to make any change, in its instructions to Obligors
regarding payments to be made with respect to the Collateral Portfolio to the Collection Account unless the Administrative Agent


 






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has consented to such change (other than, with respect to the Initial Loan Assets, any change which consists solely of directing
Obligors or the agents on the Initial Loan Assets to direct payments to the Collection Account).


 


(p)      Compliance
with Sanctions. None of the Borrower, any Person directly or indirectly Controlling the Borrower nor any Person directly or
indirectly Controlled by the Borrower and, to the Borrower’s knowledge, no Related Party of the foregoing will, directly
or indirectly, use the proceeds of any Advance hereunder, or lend, contribute, or otherwise make available such proceeds to any
subsidiary, joint venture partner, or other Person (i) to fund any activities or business of or with a Sanctioned Person,
or (ii) in any manner that would be prohibited by Sanctions or would otherwise cause any Lender to be in breach of any Sanctions.
Each Person shall comply with all applicable Sanctions in all material respects, and shall maintain policies and procedures reasonably
designed to ensure compliance with Sanctions. Each Person will notify each Lender and the Administrative Agent in writing not
more than one (1) Business Day after becoming aware of any breach of this section.


 


(q)      Change
of Jurisdiction, Location, Names or Location of Loan Asset Files. The Borrower shall not change the jurisdiction of its formation,
make any change to its corporate name or use any tradenames, fictitious names, assumed names, “doing business as”
names or other names unless, prior to the effective date of any such change in the jurisdiction of its formation, name change
or use, the Borrower receives prior written consent from the Administrative Agent of such change and delivers to the Administrative
Agent such financing statements as the Administrative Agent may request to reflect such name change or use, together with such
Opinions of Counsel and other documents and instruments as the Administrative Agent may request in connection therewith. The Borrower
will not change the location of its chief executive office unless prior to the effective date of any such change of location,
the Borrower notifies the Administrative Agent of such change of location in writing. The Borrower will not move, or consent to
the Collateral Custodian or the Servicer moving, the Loan Asset Files from the location thereof on the Closing Date, unless the
Administrative Agent shall consent to such move in writing and the Servicer shall provide the Administrative Agent with such Opinions
of Counsel and other documents and instruments as the Administrative Agent may request in connection therewith.


 


(r)       Allocation
of Charges. There will not be any agreement or understanding between the Servicer and the Borrower (other than as expressly
set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make
payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges; provided that it is understood
and acknowledged that the Borrower will be consolidated with the Transferor for tax purposes.


 


Section 5.03     Affirmative
Covenants of the Servicer.


 


From the Closing Date
until the Collection Date:


 


(a)      Compliance
with Law. The Servicer will comply in all material respects with all Applicable Law, including those with respect to servicing
the Collateral Portfolio or any part thereof.


 


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


 






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(c)      Obligations
and Compliance with Collateral Portfolio. The Servicer will take all actions within its control so as to permit the Borrower
to fulfill and comply with all obligations on the part of the Borrower to be fulfilled or complied with under or in connection
with the administration of each item of Collateral Portfolio and will do nothing to impair the rights of the Collateral Agent,
for the benefit of the Secured Parties, or of the Secured Parties in, to and under the Collateral Portfolio.


 


(d)      Keeping
of Records and Books of Account.


 


(i)            The
Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate
records evidencing Collateral Portfolio in the event of the destruction of the originals thereof), and keep and maintain all documents,
books, records and other information reasonably necessary or advisable for the collection of all Collateral Portfolio and the
identification of the Collateral Portfolio.


 


(ii)           The
Servicer shall permit the Administrative Agent, each Lender Agent or their respective agents or representatives, to visit the
offices of the Servicer during normal office hours and upon reasonable advance notice and examine and make copies of all documents,
books, records and other information concerning the Collateral Portfolio and the Servicer’s servicing thereof and discuss
matters related thereto with any of the officers or employees of the Servicer having knowledge of such matters (provided that
the Servicer shall not be liable for the costs and expenses of more than two such visits in any calendar year unless an Event
of Default has occurred hereunder, in which event the number of visits for which the Servicer shall be liable for the costs and
expenses shall not be limited).


 


(iii)          The
Servicer will on or prior to the Closing Date, mark its master data processing records and other books and records relating to
the Collateral Portfolio with a legend, acceptable to the Administrative Agent describing (i) the sale of the Collateral
Portfolio to the Borrower and (ii) the Pledge from the Borrower to the Collateral Agent, for the benefit of the Secured Parties.


 


(e)      Preservation
of Security Interest. The Servicer (at the expense of the Borrower) will file such financing and continuation statements and
any other documents that may be required by any law or regulation of any Governmental Authority to preserve and protect fully
the first priority perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under
the Loan Assets and that portion of the Collateral Portfolio in which a security interest may be perfected by filing.


 


(f)       Events
of Default. The Servicer will provide the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent)
with immediate written notice of the occurrence of each Event of Default and each Unmatured Event of Default of which the Servicer
has knowledge or has received notice. In addition, no later than two Business Days following the Servicer’s knowledge or
notice of the occurrence of any Event of Default or Unmatured Event of Default, the Servicer will provide to the Collateral Agent,
the Administrative Agent and each Lender Agent a written statement of the chief financial officer or chief accounting officer
of the Servicer setting forth the details of such event and the action that the Servicer proposes to take with respect thereto.
The Servicer shall notify the Administrative Agent within two (2) Business Days of its knowledge of the occurrence of any
payment default by an Obligor under any Eligible Loan Asset or any Bankruptcy Event with respect to any Obligor under any Loan
Assets.


 






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(g)      Taxes.
The Servicer will file its tax returns and pay any and all Taxes imposed on it or its property as required under the Transaction
Documents (except as contemplated by Section 4.03(m)).


 


(h)      Other.
The Servicer will promptly furnish to the Collateral Agent, the Administrative Agent and each Lender Agent (i) such other
information, documents, records or reports respecting the Collateral Portfolio or the condition or operations, financial or otherwise,
of the Borrower or the Servicer as the Collateral Agent, any Lender Agent or the Administrative Agent may from time to time reasonably
request in order to protect the interests of the Administrative Agent, the Lender Agents, the Collateral Agent or Secured Parties
under or as contemplated by this Agreement and (ii) all documentation and other information requested by any Lender Agent
in its sole discretion and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer
under applicable “know your customer” and Anti-Money Laundering Laws, all in form and substance reasonably satisfactory
to each Lender Agent, that are within the possession or control of (or are reasonably accessible to) the Servicer.


 


(i)       Proceedings
Related to the Borrower, the Transferor and the Servicer and the Transaction Documents. The Servicer shall notify the Administrative
Agent and each Lender Agent as soon as possible and in any event within three Business Days after any executive officer of the
Servicer receives notice or obtains knowledge thereof of any settlement of, judgment (including a judgment with respect to the
liability phase of a bifurcated trial) in or commencement of any labor controversy, litigation, action, suit or proceeding before
any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that could reasonably
be expected to have a Material Adverse Effect on the Borrower, the Transferor or the Servicer (or any of their Affiliates) or
the Transaction Documents. For purposes of this Section 5.03(i), (i) any settlement, judgment, labor controversy,
litigation, action, suit or proceeding affecting the Transaction Documents or the Borrower in excess of $500,000 shall be deemed
to be expected to have such a Material Adverse Effect and (ii) any settlement, judgment, labor controversy, litigation, action,
suit or proceeding affecting the Servicer or the Transferor in excess of $1,000,000 shall be deemed to be expected to have such
a Material Adverse Effect.


 


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


 


(k)      Compliance
with Anti-Money Laundering Laws and Anti-Corruption Laws. The Servicer, each Person directly or indirectly Controlling the
Servicer and each Person directly or indirectly Controlled by the Servicer and, to the Servicer’s knowledge, any Related
Party of the foregoing shall: (i) comply with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws in all material
respects, and shall maintain policies and procedures reasonably designed to ensure compliance with the Anti-Money Laundering Laws
and Anti-Corruption Laws; (ii) conduct the requisite due diligence in connection with the transactions contemplated herein
for purposes of complying with the Anti-Money Laundering Laws, including with respect to the legitimacy of any applicable investor
and the origin of the assets used by such investor to purchase the property in question, and will maintain sufficient information
to identify any applicable investor for purposes of the Anti-Money Laundering Laws; (iii) ensure it does not use any of the
credit in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws; and (iv) ensure it does not fund any repayment
of the Obligations in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws.


 






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(l)       Special
Purpose Entity Requirements. The Servicer shall take such actions as are necessary to cause the Borrower to be in compliance
with the special purpose entity requirements set forth in Sections 5.01(a) and (b) and 5.02(a) and
(b); provided, that, for the avoidance of doubt, the Servicer shall not be required to expend any of its own funds
to cause the Borrower to be in compliance with subsection 5.02(a)(v) or subsection 5.01(b)(xvii).


 


(m)     Accounting
Changes. As soon as possible and in any event within three Business Days after the effective date thereof, the Servicer will
provide to the Administrative Agent and the Lender Agents notice of any material change in the accounting policies of the Transferor.


 


(n)      Proceedings
Related to the Collateral Portfolio. The Servicer shall notify the Administrative Agent and each Lender Agent as soon as possible
and in any event within three Business Days after any Responsible Officer of the Servicer receives notice or has actual knowledge
of any settlement of, judgment (including a judgment with respect to the liability phase of a bifurcated trial) in or commencement
of any labor controversy, litigation, action, suit or proceeding before any court or governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, that could reasonably be expected to have a Material Adverse Effect on
the interests of the Collateral Agent or the Secured Parties in, to and under the Collateral Portfolio. For purposes of this Section 5.03(m),
any settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Collateral Portfolio or the
Collateral Agent’s or the Secured Parties’ interest in the Collateral Portfolio in excess of $1,000,000 or more shall
be deemed to be expected to have such a Material Adverse Effect.


 


(o)      Compliance
with Legal Opinions. The Servicer shall take all other actions necessary to maintain the accuracy of the factual assumptions
set forth in the legal opinions of Dechert LLP, as special counsel to the Servicer, issued in connection with the Transaction
Documents and relating to the issues of substantive consolidation and true sale of the Loan Assets.


 


(p)      Instructions
to Agents and Obligors. The Servicer shall direct, or shall cause the Transferor to direct, any agent or administrative agent
for any Loan Asset to remit all payments and collections with respect to such Loan Asset, and, if applicable, to direct the Obligor
with respect to such Loan Asset to remit all such payments and collections with respect to such Loan Asset directly to the Collection
Account. The Servicer shall take commercially reasonable steps to ensure, and shall cause the Transferor to take commercially
reasonable steps to ensure, that only funds constituting payments and collections relating to Loan Assets shall be deposited into
the Collection Account.


 


(q)      Capacity
as Servicer. The Servicer will ensure that, at all times when it is dealing with or in connection with the Loan Assets in
its capacity as Servicer, it holds itself out as Servicer, and not in any other capacity.


 


(r)       Notice
of Breaches of Representations and Warranties under the Purchase and Sale Agreement. The Servicer confirms and agrees that
the Servicer will, upon receipt of notice or discovery thereof, promptly send to the Administrative Agent, each Lender Agent and
the Collateral Agent a notice of (i) any breach of any representation, warranty, agreement or covenant under the Purchase
and Sale Agreement or (ii) any event or occurrence that, upon notice, or upon the passage of time or both, would constitute
such a breach, in each case, promptly upon learning thereof.


 


(s)      Audits.
Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent and each Lender Agent, the
Servicer shall allow the Administrative Agent and each Lender Agent (during normal office hours and upon advance


 






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notice) to review
the Servicer’s collection and administration of the Collateral Portfolio in order to assess compliance by the Servicer with
the Servicing Standard, as well as with the Transaction Documents and to conduct an audit of the Collateral Portfolio and Required
Loan Documents in conjunction with such a review (provided that the Servicer shall not be liable for the costs and expenses of
more than two such visits in any calendar year unless an Event of Default has occurred hereunder, in which event the number of
visits for which the Servicer shall be liable for the costs and expenses shall not be limited). Such review shall be reasonable
in scope and shall be completed in a reasonable period of time.


 


(t)       Notice
of Breaches of Representations and Warranties under this Agreement. The Servicer shall promptly notify the Administrative
Agent and the Lender Agents if any representation or warranty set forth in Section 4.03 was incorrect at the time
it was given or deemed to have been given and at the same time deliver to the Collateral Agent, the Administrative Agent and the
Lender Agents a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but
without limiting the foregoing, the Servicer shall notify the Administrative Agent and the Lender Agents in the manner set forth
in the preceding sentence before any Cut-Off Date of any facts or circumstances within the knowledge of the Servicer which would
render any of the said representations and warranties untrue at the date when such representations and warranties were made or
deemed to have been made.


 


(u)      Insurance
Policies. The Servicer has caused, and will cause, to be performed any and all acts reasonably required to be performed to
preserve the rights and remedies of the Collateral Agent and the Secured Parties in any Insurance Policies applicable to Loan
Assets (to the extent the Servicer or an Affiliate of the Servicer is the agent or servicer under the applicable Loan Agreement)
including, without limitation, in each case, any necessary notifications of insurers, assignments of policies or interests therein,
and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Collateral Agent and the Secured Parties;
provided that, unless the Borrower is the sole lender under such Loan Agreement, the Servicer shall only take such actions
that are customarily taken by or on behalf of a lender in a syndicated loan facility to preserve the rights of such lender.


 


(v)      Disregarded
Entity. The Servicer shall cause the Borrower to be disregarded as an entity separate from its owner pursuant to Treasury
Regulation Section 301.7701-3(b) and shall ensure that neither the Borrower nor any other Person on its behalf shall
make an election to be treated as other than an entity disregarded from its owner under Treasury Regulation Section 301.7701-3(c).


 


(w)     Sanctions.
The Servicer shall promptly, but no later than one (1) Business Day after becoming aware thereof, notify the Administrative
Agent and the Lenders in writing of any breach of Section 4.01(ii), Section 4.03(q), Section 5.02(q) or
Section 5.04(f).


 


Section 5.04     Negative
Covenants of the Servicer.


 


From the Closing Date
until the Collection Date:


 


(a)      Mergers,
Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer
its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless:


 


(i)            the
Servicer has delivered to the Administrative Agent and each Lender Agent an Officer’s Certificate and an Opinion of Counsel
(which may rely on an Officer’s Certificate as to factual matters such as whether or not such transaction would cause an
Event of Default or Servicer Termination Event) each stating that any such consolidation, merger, conveyance or transfer and any
supplemental agreement executed


 






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in connection therewith comply with this Section 5.04 and that all conditions precedent
herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such
supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent
may reasonably request;


 


(ii)           the
Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each
Lender Agent;


 


(iii)          after
giving effect thereto, no Event of Default or Servicer Termination Event or event that with notice or lapse of time would constitute
either an Event of Default or a Servicer Termination Event shall have occurred; and


 


(iv)          the
Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer;
provided that, the consent of the Administrative Agent shall not be required in the event that the Servicer consolidates
or merges into an Affiliate of Golub Capital BDC, Inc. or conveys or transfers all or substantially all of its properties
and assets to an Affiliate of Golub Capital BDC, Inc., in each case, so long as (x) the surviving entity has, together
with its Affiliates, at least $2,000,000,000 of assets under management (measured as of the last day of the most recent fiscal
quarter of such surviving entity and its Affiliates) and (y) the surviving entity’s regular business includes the servicing
of assets similar to the Collateral Portfolio.


 


(b)      Change
of Name or Location of Loan Asset Files. The Servicer shall not (x) change its name, move the location of its principal
place of business and chief executive office, change the offices where it keeps records concerning the Collateral Portfolio from
the address set forth in Section 11.02, or change the jurisdiction of its formation, or (y) move, or consent
to the Collateral Custodian moving, the Required Loan Documents and Loan Asset Files from the location thereof on the initial
Advance Date, unless the Administrative Agent shall consent of such move in writing and the Servicer shall provide the Administrative
Agent with such Opinions of Counsel and other documents and instruments as the Administrative Agent may request in connection
therewith and has taken all actions required under the UCC of each relevant jurisdiction in order to continue the first priority
perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral Portfolio.


 


(c)      Change
in Payment Instructions to Obligors. The Servicer will not make any change in its instructions to Obligors regarding payments
to be made with respect to the Collateral Portfolio to the Collection Account, unless the Administrative Agent has consented to
such change (other than, with respect to the Initial Loan Assets, any change which consists solely of directing Obligors or the
agents on the Initial Loan Assets to direct payments to the Collection Account).


 


(d)      Extension
or Amendment of Loan Assets. The Servicer will not, except as otherwise permitted in Section 6.04(a), extend,
amend or otherwise modify the terms of any Loan Asset (including the Underlying Collateral).


 


(e)      Allocation
of Charges. There will not be any agreement or understanding between the Servicer and the Borrower (other than as expressly
set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make
payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges; provided that it is understood
and acknowledged that the Borrower will be consolidated with the Transferor for tax purposes.


 






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(f)       Compliance
with Sanctions. None of the Servicer, any Person directly or indirectly Controlling the Servicer nor any Person directly or
indirectly Controlled by the Servicer and, to the Servicer’s knowledge, no Related Party of the foregoing will, directly
or indirectly, use the proceeds of any Advance hereunder, or lend, contribute, or otherwise make available such proceeds to any
subsidiary, joint venture partner, or other Person (i) to fund any activities or business of or with a Sanctioned Person,
or (ii) in any manner that would be prohibited by Sanctions or would otherwise cause any Lender to be in breach of any Sanctions.
Each Person shall comply with all applicable Sanctions in all material respects, and shall maintain policies and procedures reasonably
designed to ensure compliance with Sanctions. Each Person will notify each Lender and the Administrative Agent in writing not
more than one (1) Business Day after becoming aware of any breach of this section.


 


Section 5.05     Affirmative
Covenants of the Collateral Agent. From the Closing Date until the Collection Date:


 


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


 


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


 


Section 5.06     Negative
Covenants of the Collateral Agent. From the Closing Date until the Collection Date, the Collateral Agent will not
make any changes to the Collateral Agent Fees without the prior written approval of the Administrative Agent.


 


Section 5.07     Affirmative
Covenants of the Collateral Custodian. From the Closing Date until the Collection Date:


 


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


 


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


 


(c)      Location
of Required Loan Documents. Subject to Article XII of this Agreement, the Required Loan Documents shall remain
at all times in the possession of the Collateral Custodian at the address set forth in Section 11.02 unless notice
of a different address is given in accordance with the terms hereof or unless the Administrative Agent agrees to allow certain
Required Loan Documents to be released to the Servicer on a temporary basis in accordance with the terms hereof, except as such
Required Loan Documents may be released pursuant to the terms of this Agreement.


 


Section 5.08     Negative
Covenants of the Collateral Custodian.


 


From the Closing Date
until the Collection Date:


 






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


 


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


 


Section 5.09     Covenants
of the Borrower Relating to Hedging of Loan Assets.


 


(a)      The
Borrower may enter into Hedge Agreements for certain fixed rate Loan Assets with a Hedge Counterparty with the prior written consent
of the Administrative Agent.


 


(b)      As
additional security hereunder, the Borrower hereby assigns to the Collateral Agent, for the benefit of the Secured Parties, all
right, title and interest of the Borrower (but none of the obligations) in each Hedging Agreement, each Hedge Transaction, and
all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with the respective Hedging
Agreement and Hedge Transaction(s) with that Hedge Counterparty (“Hedge Collateral”), and grants a security
interest to the Collateral Agent, for the benefit of the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that
as a result of such assignment the Borrower may not, without the prior written consent of the Administrative Agent and the Collateral
Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for the Borrower’s right under any Hedging
Agreement to enter into Hedge Transactions in order to meet the Borrower’s obligations under Section 5.09(a) hereof.
Nothing herein shall have the effect of releasing the Borrower from any of its obligations under any Hedging Agreement or any
Hedge Transaction, nor be construed as requiring the consent of the Administrative Agent, the Lenders, the Lender Agents, the
Collateral Agent or any Secured Party for the performance by the Borrower of any such obligations.


 


(c)      The
Borrower shall, promptly upon execution thereof, provide to the Administrative Agent and the Collateral Agent a copy of any Hedging
Agreement entered into in connection with this Agreement.


 


ARTICLE VI.


 


ADMINISTRATION
AND SERVICING OF CONTRACTS


 


Section 6.01     Appointment
and Designation of the Servicer.


 


(a)      Initial
Servicer. The Borrower hereby appoints Senior Loan FundGC
Advisors LLC, pursuant to the terms and conditions of this Agreement, as Servicer, with the authority to service, administer
and exercise rights and remedies, on behalf of the Borrower, in respect of the Collateral Portfolio. Until the Administrative
Agent gives Senior Loan FundGC Advisors
LLC a Servicer Termination Notice, Senior Loan FundGC
Advisors LLC hereby accepts such appointment and agrees to perform the duties and responsibilities of the Servicer
pursuant to the terms hereof. The Servicer and the Borrower hereby acknowledge that the Administrative Agent and the Secured Parties
are third party beneficiaries of the obligations undertaken by the Servicer hereunder.


 


(b)      Servicer
Termination Notice. The Borrower, the Servicer, each Lender Agent, and the Administrative Agent hereby agree that, upon the
occurrence of a Servicer Termination Event, the Administrative Agent, by written notice to the Servicer (with a copy to the Collateral
Agent) (a “Servicer Termination Notice”), may terminate all of the rights, obligations, power and authority
of the Servicer under this Agreement. On and after the receipt by the Servicer


 






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of a Servicer Termination Notice pursuant to this
Section 6.01(b), the Servicer shall continue to perform all servicing functions under this Agreement until the date
specified in the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date
is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent, until a date mutually agreed
upon by the Servicer and the Administrative Agent and shall be entitled to receive, to the extent of funds available therefor
pursuant to Section 2.04, the Servicing Fees therefor accrued until such date. After such date, the Servicer agrees
that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent believes will facilitate
the transition of the performance of such activities to a successor Servicer, and the successor Servicer shall assume each and
all of the Servicer’s obligations to service and administer the Collateral Portfolio, on the terms and subject to the conditions
herein set forth, and the Servicer shall use its best efforts to assist the successor Servicer in assuming such obligations (it
being understood that the Administrative Agent may be such successor Servicer).


 


(c)      Appointment
of Replacement Servicer. At any time following the delivery of a Servicer Termination Notice, the Administrative Agent may,
(i) in its sole discretion, appoint an Approved Replacement Servicer as the Servicer under
this Agreement and, in such case, all authority, power, rights and obligations of the Servicer shall pass to and be vested in
such Approved Replacement Servicer or (ii) with the prior writtenwith the
consent of the Borrower and GCBDC (such consent not to be unreasonably withheld, delayed
or conditioned and such consent not required if the Administrative Agent shall be the successor Servicer),
appoint a new Servicer (in each case, the “Replacement Servicer”), which appointment shall take effect upon
the Replacement Servicer accepting such appointment by a written assumption in a form satisfactory to the Administrative Agent
in its sole discretion and, in such case, all authority, power, rights and obligations of the Servicer
shall pass to and be vested in such Replacement Servicer. In the event that a Replacement Servicer has not accepted
its appointment at the time when the Servicer ceases to act as Servicer, or has not been appointed
within sixty (60) days of the termination of the Servicer due to the failure of any such Replacement Servicer to be approved,
the Administrative Agent shall petition a court of competent jurisdiction to appoint any established financial institution,
having a net worth of not less than United States $50,000,000 and whose regular business includes the servicing of assets similar
to the Collateral Portfolio, as the Replacement Servicer hereunder.


 


(d)      Liabilities
and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects
to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement
to the Servicer shall be deemed to refer to the Replacement Servicer; provided, that the Replacement Servicer shall have
(i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer
becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated
Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole
discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement
Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any
other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification
obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer,
upon becoming a Replacement Servicer,


 






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are expressly limited to those arising on account of its failure to act in good faith and
with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations
and warranties of the Servicer contained in Section 4.03.


 


(e)      Authority
and Power. All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon
termination of this Agreement and shall pass to and be vested in the Borrower and, without limitation, the Borrower is hereby
authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and
other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer
of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and
rights of the Servicer to conduct servicing of the Collateral Portfolio.


 


(f)       Subcontracts.
The Servicer may, with the prior written consent of the Administrative Agent, subcontract with any other Person for servicing,
administering or collecting the Collateral Portfolio; provided, that (i) the Servicer shall select any such Person
with reasonable care and shall be solely responsible for the fees and expenses payable to any such Person, (ii) the Servicer
shall not be relieved of, and shall remain liable for, the performance of the duties and obligations of the Servicer pursuant
to the terms hereof without regard to any subcontracting arrangement and (iii) any such subcontract (other
than any subcontract between GC Advisors LLC and its Affiliates) shall be terminable upon the occurrence of a Servicer
Termination Event; provided, further that no Administrative Agent consent shall be required to enter into any subcontract
with an Affiliate of the Servicer.


 


(g)      Waiver.
The Borrower acknowledges that the Administrative Agent or any of its Affiliates may act as the Collateral Agent and/or the Servicer,
and the Borrower waives any and all claims against the Administrative Agent, each Lender Agent or any of their respective Affiliates,
the Collateral Agent and the Servicer (other than claims relating to such party’s gross negligence or willful misconduct)
relating in any way to the custodial or collateral administration functions having been performed by the Administrative Agent
or any of its Affiliates in accordance with the terms and provisions (including the standard of care) set forth in the Transaction
Documents.


 


Section 6.02     Duties
of the Servicer.


 


(a)      Duties.
The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect
on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the
occurrence of a Servicer Termination Event, but subject to the terms of this Agreement (including, without limitation, Section 6.04),
the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Portfolio and take
or refrain from taking any and all actions with respect to the Collateral Portfolio. Without limiting the foregoing, the duties
of the Servicer shall include the following:


 


(i)            supervising
the Collateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, enforcing
and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;


 


(ii)           maintaining
all necessary servicing records with respect to the Collateral Portfolio and providing such reports to the Administrative Agent
and each Lender Agent (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the servicing of the Collateral
Portfolio (including information relating to its


 






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performance under this Agreement) as may be required hereunder or as the Administrative
Agent or any Lender Agent may reasonably request;


 


(iii)          maintaining
and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records
evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all
documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral Portfolio;


 


(iv)          promptly
delivering to the Administrative Agent, each Lender Agent, the Collateral Agent or the Collateral Custodian, from time to time,
such information and servicing records (including information relating to its performance under this Agreement) as the Administrative
Agent, each Lender Agent, Collateral Custodian or the Collateral Agent may from time to time reasonably request;


 


(v)           identifying
each Loan Asset clearly and unambiguously in its servicing records to reflect that such Loan Asset is owned by the Borrower and
that the Borrower is Pledging a security interest therein to the Secured Parties pursuant to this Agreement;


 


(vi)          notifying
the Administrative Agent and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or
counterclaim (1) that is or is threatened to be asserted by an Obligor with respect to any Loan Asset (or portion thereof)
of which it has knowledge or has received notice; or (2) that could reasonably be expected to have a Material Adverse Effect;


 


(vii)         [reserved];


 


(viii)        maintaining
the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as
the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof
safe or fireproof file cabinet;


 


(ix)           directing
the Collateral Agent to make payments pursuant to the terms of the Servicing Report in accordance with Section 2.04;


 


(x)            directing
the sale or substitution of Collateral Portfolio in accordance with Section 2.07;


 


(xi)           providing
advice to the Borrower with respect to the purchase and sale of and payment for the Loan Assets;


 


(xii)          instructing
the Obligors and the administrative agents on the Loan Assets to make payments directly into the Collection Account established
and maintained with the Collateral Agent;


 


(xiii)         delivering
the Loan Asset Files and the Loan Tape to the Collateral Custodian; and


 


(xiv)         complying
with such other duties and responsibilities as may be required of the Servicer by this Agreement.


 


It is acknowledged and
agreed that in circumstances in which a Person other than the Borrower, the Transferor or the Servicer acts as lead agent with
respect to any Loan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the related
loan syndication Loan Agreements has the right to do so.


 


(b)      Notwithstanding
anything to the contrary contained herein, the exercise by the Administrative Agent, the Collateral Agent, each Lender Agent and
the Secured Parties of their rights hereunder shall not release the Servicer, the Transferor or the Borrower from any of their


 






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duties or responsibilities with respect to the Collateral Portfolio. The Secured Parties, the Administrative Agent, each Lender
Agent and the Collateral Agent shall not have any obligation or liability with respect to any Collateral Portfolio, nor shall
any of them be obligated to perform any of the obligations of the Servicer hereunder.


 


(c)      Any
payment by an Obligor in respect of any indebtedness owed by it to the Transferor or the Borrower shall, except as otherwise specified
by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied
as a collection of a payment by such Obligor (starting with the oldest such outstanding payment due) to the extent of any amounts
then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.


 


Section 6.03     Authorization
of the Servicer.


 


(a)      Each
of the Borrower, the Administrative Agent, each Lender Agent, each Lender and each Hedge Counterparty hereby authorizes the Servicer
(including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in
the determination of the Servicer and not inconsistent with the sale of the Collateral Portfolio by the Transferor to the Borrower
under the Purchase and Sale Agreement and, thereafter, the Pledge by the Borrower to the Collateral Agent on behalf of the Secured
Parties hereunder, to collect all amounts due under any and all of the Collateral Portfolio, including, without limitation, endorsing
any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and
delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other
comparable instruments, with respect to the Collateral Portfolio and, after the delinquency of any of the Collateral Portfolio
and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment
thereof, to the same extent as the Transferor could have done if it had continued to own such Collateral Portfolio. The Transferor,
the Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto)
with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectability
of the Collateral Portfolio. In no event shall the Servicer be entitled to make the Secured Parties, the Administrative Agent,
the Collateral Agent, any Lender, any Lender Agent or any Hedge Counterparty a party to any litigation without such party’s
express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar
collection procedure) without the Administrative Agent’s consent.


 


(b)      After
the declaration of the Facility Maturity Date, at the direction of the Administrative Agent, the Servicer shall take such action
as the Administrative Agent may deem necessary or advisable to enforce collection of the Collateral Portfolio; provided
that, the Administrative Agent may, at any time that an Event of Default has occurred, notify any Obligor with respect to any
Collateral Portfolio of the assignment of such Collateral Portfolio to the Collateral Agent on behalf of the Secured Parties and
direct that payments of all amounts due or to become due be made directly to the Administrative Agent or any servicer, collection
agent or account designated by the Administrative Agent and, upon such notification and at the expense of the Borrower, the Administrative
Agent may enforce collection of any such Collateral Portfolio, and adjust, settle or compromise the amount or payment thereof.


 






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Section 6.04     Collection
of Payments; Accounts.


 


(a)      Collection
Efforts, Modification of Collateral Portfolio. The Servicer will collect, or cause to be collected, all payments called for
under the terms and provisions of the Loan Assets included in the Collateral Portfolio as and when the same become due, all in
accordance with the Servicing Standard. The Servicer may not waive, modify or otherwise vary any provision of an item included
in the Collateral Portfolio in any manner contrary to the Servicing Standard.


 


(b)      Acceleration.
If such action is the only action and it is consistent with the Servicing Standard, the Servicer shall accelerate or vote to accelerate,
as applicable, the maturity of all or any Scheduled Payments and other amounts due under any Loan Asset promptly after such Loan
Asset becomes defaulted.


 


(c)      Taxes
and other Amounts. The Servicer will use its best efforts to collect all payments with respect to amounts due for Taxes, assessments
and insurance premiums relating to each Loan Asset to the extent required to be paid to the Borrower for such application under
the applicable Loan Agreement and remit such amounts to the appropriate Governmental Authority or insurer as required by the Loan
Agreements.


 


(d)      Payments
to Collection Account. On or before the applicable Cut-Off Date, the Servicer shall have instructed all Obligors to make all
payments in respect of the Collateral Portfolio directly to the Collection Account; provided that the Servicer is not required
to so instruct any Obligor which is solely a guarantor or other surety (or an Obligor that is not designated as the “lead
borrower” or another such similar term) unless and until the Servicer calls on the related guaranty or secondary obligation.


 


(e)      Controlled
Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities
account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided
herein and in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable, prior to the delivery of
a Notice of Exclusive Control, the Borrower, the Servicer and the Collateral Agent (acting at the direction of the Administrative
Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a
securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account;
provided that after the delivery of a Notice of Exclusive Control, such rights shall be exclusively held by the Collateral
Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities
intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree
with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect
to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial
Asset and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled
Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the
UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities
or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments
shall be registered in the name of the Account Bank or if in the name of the Borrower or the Collateral Agent, Indorsed to
the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank,
and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable
to the order of the Borrower or specially Indorsed to the


 






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Borrower, except to the extent the foregoing have been specially Indorsed
to the Account Bank or Indorsed in blank.


 


(f)       Loan
Agreements. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to
a “securities intermediary” as defined in the UCC) to the contrary, none of the Collateral Agent, the Collateral Custodian
nor any securities intermediary shall be under any duty or obligation in connection with the acquisition by the Borrower, or the
Pledge by the Borrower to the Collateral Agent, of any Loan Asset in the nature of a loan or a participation in a loan to examine
or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related
Loan Agreements, or otherwise to examine the Loan Agreements, in order to determine or compel compliance with any applicable requirements
of or restrictions on transfer (including without limitation any necessary consents). The Collateral Custodian shall hold any
Instrument delivered to it evidencing any Loan Asset Pledged to the Collateral Agent hereunder as custodial agent for the Collateral
Agent in accordance with the terms of this Agreement.


 


(g)      Adjustments.
If (i) the Servicer makes a deposit into the Collection Account in respect of an Interest Collection or a Principal Collection
of a Loan Asset and such Interest Collection or Principal Collection was received by the Servicer in the form of a check that
is not honored for any reason or (ii) the Servicer makes a mistake with respect to the amount of any Interest Collection
or Principal Collection and deposits an amount that is less than or more than the actual amount of such Interest Collection or
Principal Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to
reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed
not to have been paid.


 


Section 6.05     Realization
Upon Loan Assets. The Servicer shall, consistent with the Servicing Standard and Applicable Law, sell or otherwise
transfer, or if it deems advisable to maximize recoveries, hold or cause the Borrower to hold any Defaulted Loan Asset,
equity security or other security (so long as such equity security or other security was received in lieu of debt previously
contracted with respect to a Loan Asset) received by the Borrower in connection with a default, workout, restructuring or
plan of reorganization or similar event under a Loan Asset. The Servicer will remit to the Principal Collection Account the
Recoveries received in connection with the sale or disposition of Underlying Collateral relating to a Defaulted Loan
Asset.


 


Section 6.06     Servicer
Compensation. As compensation for its activities hereunder and reimbursement for its expenses, the Servicer shall
be entitled to be paid the Servicing Fee and reimbursed its reasonable out-of-pocket expenses as provided in Section 2.04.


 


Section 6.07     Payment
of Certain Expenses by Servicer. The Servicer will be required to pay all expenses incurred by it in connection
with its activities under this Agreement, including fees and disbursements of its independent accountants, Taxes imposed on
the Servicer, expenses incurred by the Servicer in connection with payments and reports pursuant to this Agreement, and all
other fees and expenses not expressly stated under this Agreement for the account of the Borrower. The
Servicer will be required to pay all reasonable fees and expenses owing to any bank or trust company in connection with the
maintenance of the Controlled Accounts. The Servicer may be reimbursed for any reasonable out-of-pocket expenses
incurred hereunder (including out-of-pocket expenses paid by the Servicer on behalf of the Borrower), subject to the
availability of funds pursuant to Section 2.04; provided, that, to the extent funds are not available


 






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for such reimbursement, the Servicer shall be required to pay such expenses for its own account and shall
not be entitled to any payment therefor other than the Servicing Fees.


 


Section 6.08     Reports
to the Administrative Agent; Account Statements; Servicer Information.


 


(a)      Notice
of Borrowing; Borrowing Base Certificate. On each Advance Date and on each reduction of Advances Outstanding pursuant to Section 2.18,
the Borrower (or the Servicer on its behalf) will provide a Notice of Borrowing or a Notice of Reduction, as applicable, and a
Borrowing Base Certificate, each updated as of such date, to the Administrative Agent and each Lender Agent (with a copy to the
Collateral Agent). On each date that the Assigned Value of an Eligible Loan Asset is changed, the Borrower (or the Servicer on
its behalf) will deliver an adjusted Borrowing Base Certificate to the Administrative Agent and each Lender Agent.


 


(b)      Servicing
Report. On each Reporting Date and each Advance Date, the Servicer will provide to the Borrower, each Lender Agent, the Administrative
Agent and the Collateral Agent a monthly statement including (i) a Borrowing Base Certificate calculated as of the most recent
Determination Date, (ii) a Loan Tape prepared as of the most recent Determination Date and (iii) if such Reporting Date
precedes a Payment Date, amounts to be remitted pursuant to Section 2.04 to the applicable parties (which shall include
any applicable wiring instructions of the parties receiving payment) (such monthly statement, a “Servicing Report”),
with respect to related calendar month signed by a Responsible Officer of the Servicer and the Borrower and substantially in the
form of Exhibit J.


 


(c)      Servicer’s
Certificate. Together with each Servicing Report, the Servicer shall submit to the Administrative Agent, each Lender Agent
and the Collateral Agent a certificate substantially in the form of Exhibit K (a “Servicer’s Certificate”),
signed by a Responsible Officer of the Servicer, which shall include a certification by such Responsible Officer that no Event
of Default, Servicer Termination Event or Unmatured Event of Default has occurred.


 


(d)      Financial
Statements. The Servicer will submit to the Administrative Agent, each Lender Agent and the Collateral Agent, (i) within
60 days after the end of each of the first three fiscal quarters of each fiscal year of Senior Loan Fund LLC (excluding the fiscal
quarter ending on the date specified in clause (ii)), commencing March 31, 2014, consolidated unaudited financial
statements of the Transferor for the most recent fiscal quarter, and (ii) within 90 days after the end of each fiscal year,
commencing with the fiscal year ended September 30, 2014, consolidated audited financial statements of Senior Loan Fund LLC,
audited by a firm of nationally recognized independent public accountants, as of the end of such fiscal year.


 


(e)      Obligor
Financial Statements; Valuation Reports; Other Reports. The Servicer will deliver to the Administrative Agent, the Lender
Agents and the Collateral Agent, with respect to each Obligor, (i) to the extent received by the Borrower and/or the Servicer
pursuant to the Loan Agreement, the complete financial reporting package with respect to such Obligor and with respect to each
Loan Asset for such Obligor provided to the Borrower and/or the Servicer quarterly by such Obligor, which delivery shall be made
within 60 days after the end of such Obligor’s fiscal quarters (excluding the last fiscal quarter of such Obligor’s
fiscal year) and within 90 days after the end of such Obligor’s fiscal year, and (ii) asset and portfolio level monitoring
reports prepared by the Servicer with respect to the Loan Assets, which delivery shall be made within 60 days after the end of
such Obligor’s fiscal quarters (excluding the last fiscal quarter of such Obligor’s fiscal year) and within 90 days
after the end of such Obligor’s fiscal year, which reports shall include covenant and financial covenant testing as required
under the applicable Loan Agreement. The Servicer will promptly deliver to the Administrative Agent and any Lender


 






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Agent, upon
reasonable request and to the extent received by the Borrower and/or the Servicer, all other documents and information required
to be delivered by the Obligors to the Borrower with respect to any Loan Asset included in the Collateral Portfolio.


 


(f)       Amendments
to Loan Assets. The Servicer will deliver to the Administrative Agent, the Lender Agents and the Collateral Custodian a copy
of any material amendment, restatement, supplement, waiver or other modification to the Loan Agreement of any Loan Asset (along
with any internal documents prepared by the Servicer and provided to its investment committee in connection with such amendment,
restatement, supplement, waiver or other modification) within 10 Business Days of the effectiveness of such amendment, restatement,
supplement, waiver or other modification.


 


(g)      Website
Access to Information. Notwithstanding anything to the contrary contained herein, information required to be delivered or
submitted to any Secured Party pursuant to Section 5.03(h) and this Article VI shall be deemed to
have been delivered on the date on which such information is posted on a website to which the Administrative Agent and Lender
Agents have access or upon receipt of such information through e-mail or another delivery method acceptable to the Administrative
Agent.


 


Section 6.09     Annual
Statement as to Compliance. The Servicer will provide to the Administrative Agent, each Lender Agent and the
Collateral Agent within 90 days following the end of each calendar year of the Servicer, commencing with the calendar year
ending on December 31, 2014, a fiscal report signed by a Responsible Officer of the Servicer certifying that (a) a
review of the activities of the Servicer, and the Servicer’s performance pursuant to this Agreement, for the fiscal
period ending on the last day of such calendar year has been made under such Person’s supervision and (b) the
Servicer has performed or has caused to be performed in all material respects all of its obligations under this Agreement
throughout such year and no Servicer Termination Event has occurred. Within 90 days following the end of each calendar year,
commencing with the fiscal year ending on December 31, 2014, the Borrower shall deliver an Officer’s Certificate,
in form and substance acceptable to the Lender Agents and the Administrative Agent, providing (i) a certification, based
upon a review and summary of UCC search results, that there is no other interest in the Collateral Portfolio perfected by
filing of a UCC financing statement other than in favor of the Collateral Agent and (ii) a certification, based upon a
review and summary of tax and judgment lien searches satisfactory to the Administrative Agent, that there is no other
interest in the Collateral Portfolio based on any tax or judgment lien.


 


Section 6.10      Annual
Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized
independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent,
each Lender Agent and the Collateral Agent within 90 days following the end of each calendar year of the Servicer, commencing
with the calendar year ending on December 31, 2014, a report covering such calendar year to the effect that such
accountants have applied certain agreed-upon procedures (a copy of which procedures are attached hereto as Schedule
IV, it being understood that the Servicer and the Administrative Agent will provide an updated Schedule IV
reflecting any further amendments to such Schedule IV prior to the issuance of the first such agreed-upon procedures
report, a copy of which shall replace the then existing Schedule IV) to certain documents and records relating to the
Collateral Portfolio under any Transaction Document, compared the information contained in the Servicing Reports and the
Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no
matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in
compliance with


 






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this Article VI,
except for such exceptions as such accountants shall believe to be immaterial and such other exceptions as shall be set forth
in such statement.


 


Section 6.11   The
Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except
upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible
under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its
duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be
evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent
and each Lender Agent. No such resignation shall become effective until a Replacement Servicer shall have assumed the
responsibilities and obligations of the Servicer in accordance with Section 6.02.


 


ARTICLE VII.


 


EVENTS
OF DEFAULT


 


Section 7.01   Events
of Default. If any of the following events (each, an “Event of Default”) shall occur:


 


(a)    the
Borrower or the Transferor defaults in making any payment required to be made under one or more agreements for borrowed money
to which it is a party in an aggregate principal amount in excess of (x) with respect to the Borrower, $500,000 and (y) with
respect to the Transferor, $2,500,000 and, in each case, such default is not cured within the applicable cure period, if any,
provided for under such agreement; or


 


(b)    any
failure on the part of the Borrower or the Transferor duly to observe or perform in any material respect any other covenants or
agreements of the Borrower or the Transferor set forth in this Agreement or the other Transaction Documents (other than those
specifically addressed by a separate clause under this Section) to which the Borrower or the Transferor is a party and the same
continues unremedied (it being agreed that the sale of any Loan Asset that is not an Eligible Loan Asset shall remedy the failure
of any representation, warranty or certification related to such Loan Asset being an Eligible Loan Asset) for a period of 30 days
(if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring
the same to be remedied shall have been given to the Borrower or the Transferor by the Administrative Agent or Collateral Agent
and (ii) the date on which the Borrower or the Transferor acquires knowledge thereof; provided that the delivery of
a certificate or other report within 30 days which corrects any inaccuracy contained in a previous certificate or report shall
be deemed to cure such inaccuracy as of the date of delivery of such updated certificate or report and any and all inaccuracies
arising from the continuation of such initial inaccurate certificate or report; or


 


(c)    the
occurrence of a Bankruptcy Event relating to the Transferor or the Borrower; or


 


(d)    the
occurrence of a Servicer Termination Event; or


 


(e)    (1) the
rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment
of money in excess individually or in the aggregate of $500,000 against the Borrower and the Borrower shall not have either (i) discharged
or provided for the discharge of any such judgment, decree or order in accordance with


 






    	 	104	 



     


    

 


its terms or (ii) perfected a timely
appeal of such judgment, decree or order and caused the execution of same to be stayed during the pendency of the appeal or (2) the
Borrower shall have made payments of amounts in excess of $500,000 in the settlement of any litigation, claim or dispute (excluding
payments made from insurance proceeds); or


 


(f)     the
Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that reputable counsel could no
longer render a substantive nonconsolidation opinion with respect to the Borrower and the Transferor; or


 


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


 


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


 


(3)      any
security interest securing any obligation under any Transaction Document shall, in whole or in part, cease to be a first priority
perfected security interest except as otherwise expressly permitted to be released in accordance with the applicable Transaction
Document; or


 


(h)    a
Borrowing Base Deficiency exists and has not been remedied within five Business Days of the earlier of the Borrower or the Transferor
(x) acquiring knowledge thereof or (y) receiving notice thereof of the Administrative Agent in accordance with Section 2.06;
provided that, during the period of time that such event remains unremedied, any payments required to be made by the Servicer
on a Payment Date shall be made under Section 2.04(c); or


 


(i)     failure
on the part of the Borrower, the Transferor or the Servicer to make any payment or deposit (including, without limitation, with
respect to bifurcation and remittance of Interest Collections and Principal Collections or any other payment or deposit required
to be made by the terms of the Transaction Documents to any Secured Party, Affected Party or Indemnified Party) or the Borrower,
the Servicer or the Transferor fails to observe or perform any covenant, agreement or obligation with respect to the management
and distribution of funds received with respect to the Collateral Portfolio, in each case, required by the terms of any Transaction
Document (other than Section 2.06) within three Business Days of the day such payment or deposit is required to be
made; provided that in the case of a default in payment or deposit resulting solely from an administrative error or omission
by the Borrower, the Transferor or the Servicer, such default continues for a period of one or more Business Days after the earlier
of (x) such party receiving written notice or (y) such party having actual knowledge, in each case, of such administrative
error or omission (irrespective of whether the cause of such administrative error or omission has been determined); or


 


(j)     the
Borrower shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements
contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning
of the 1940 Act; or


 


(k)    the
Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets of the
Borrower or the Transferor and such lien shall not have been released within five Business Days, or the Pension Benefit Guaranty
Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the


 






    	 	105	 



     


    

 


Borrower
or the Transferor and such lien shall not have been released within five Business Days; or


 


(l)     any
Borrower Change of Control shall occur; or


 


(m)   any
representation, warranty or certification made by the Borrower or the Transferor in any Transaction Document or in any certificate
delivered pursuant to any Transaction Document shall prove to have been incorrect when made, which has a Material Adverse Effect
and continues to be unremedied (it being agreed that the sale of any Loan Asset that is not an Eligible Loan Asset shall remedy
the failure of any representation, warranty or certification related to such Loan Asset being an Eligible Loan Asset) for a period
of 30 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to
be remedied shall have been given to the Borrower or the Transferor by the Administrative Agent or the Collateral Agent (which
shall be given at the direction of the Administrative Agent) and (ii) the date on which a Responsible Officer of the Borrower
or the Transferor acquires knowledge thereof; provided that the delivery of a certificate or other report within 30 days
which corrects any inaccuracy contained in a previous certificate or report shall be deemed to cure such inaccuracy as of the
date of delivery of such updated certificate or report and any and all inaccuracies arising from the continuation of such initial
inaccurate certificate or report; or


 


(n)    failure
to pay, on the Facility Maturity Date, the outstanding principal of all Advances Outstanding, and all Yield and all Fees accrued
and unpaid thereon together with all other Obligations, including, but not limited to, any Make-Whole Premium; or


 


(o)    without
limiting the generality of Section 7.01(i) above, failure of the Borrower to pay Yield or Non-Usage Fees within
two Business Days of any Payment Date or within two Business Days of when otherwise due; or


 


(p)    the
Borrower ceases to have a valid, perfected ownership interest in all of the Collateral Portfolio (provided that this clause
(p) shall not apply to an immaterial portion of the Collateral Portfolio which (x) does not meet the criteria solely
as set forth in the second sentence of clause (1) of Schedule III, (y) does not result in a Borrowing Base Deficiency
and (z) does not have a Material Adverse Effect on the Secured Parties in the sole discretion of the Administrative Agent);
or


 


(q)    the
Transferor fails to transfer to the Borrower the applicable Loan Assets and the related Portfolio Assets on an Advance Date (provided
that the Lenders shall have funded the related Advance) unless the related Advance is repaid in full with accrued and unpaid
Yield thereon within five Business Days; or


 


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


 


(s)    (i) failure
of the Borrower to maintain at least one Independent Director, (ii) the removal of any Independent Director of the Borrower
without “cause” (as such term is defined in the organizational document of the Borrower) or without giving prior written
notice to the Administrative Agent and the Lender Agents, each as required in the organizational documents of the Borrower or
(iii) an Independent Director of the Borrower which is not provided by a nationally recognized service reasonably acceptable
to the Administrative Agent shall be appointed without the consent of the Administrative Agent; or


 






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(t)     the
Servicer fails to maintain a minimum of $12,500,000 of unencumbered liquidity, which may be maintained
as a combination of (i) cash or cash equivalents held by Senior Loan Fund LLC (exclusive of any cash or cash equivalents
held by the Borrower), and (ii) Unfunded Capital Commitments; orfailure of the
acquisition by GCBDC of the member interests of Senior Loan Fund LLC to settle within sixty (60) days of the execution of the
purchase agreement relating thereto;


 


(u)    either
(i) both Greg Robbins and David Golub for GCBDC or (ii) both Brian Butchko and Michael Bubnis for RGA Reinsurance Company
cease to provide oversight and participate in the investment committee of the Servicer, including, but not limited to, underwriting,
the credit approval processes, and credit monitoring activities, and, in either case, such persons are not replaced with other
individuals (from GCBDC and RGA Reinsurance Company respectively) acceptable to the Administrative Agent (such consent not to
be unreasonably withheld) within thirty (30) days of such event; or


 


(v)    Golub
Capital LLC (or an Affiliate consented to in writing by the Administrative Agent) ceases to provide all administrative services
and back office functions (excluding investment decisions) for the Transferor pursuant to the Administrative and Loan Services
Agreement;


 


then the Administrative Agent or all of
the Lenders may, by notice to the Borrower, declare the Facility Maturity Date to have occurred; provided, that, in the
case of any event described in Section 7.01(c) above, the Facility Maturity Date shall be deemed to have occurred
automatically upon the occurrence of such event. Upon any such declaration or automatic occurrence, (i) the Borrower shall
cease purchasing Loan Assets from the Transferor under the Purchase and Sale Agreement or from any other third party and shall
cease originating Loan Assets, (ii) the Administrative Agent or all of the Lenders may declare the Variable Funding Notes
to be immediately due and payable in full (without presentment, demand, protest or notice of any kind all of which are hereby
waived by the Borrower) and any other Obligations to be immediately due and payable, and (iii) all proceeds and distributions
in respect of the Portfolio Assets shall be distributed by the Collateral Agent (at the direction of the Administrative Agent)
as described in Section 2.04(c) (provided that the Borrower shall in any event remain liable to pay such
Advances Outstanding and all such amounts and Obligations immediately). In addition, upon any such declaration or upon any such
automatic occurrence, the Collateral Agent, on behalf of the Secured Parties and at the direction of the Administrative Agent,
shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided
under the UCC of the applicable jurisdiction and other Applicable Law, which rights shall be cumulative. Without limiting any
obligation of the Servicer hereunder, the Borrower confirms and agrees that the Collateral Agent, on behalf of the Secured Parties
and at the direction of the Administrative Agent (or any designee thereof, including, without limitation, the Servicer), following
an Event of Default, shall, at its option, have the sole right to enforce the Borrower’s rights and remedies under each
Assigned Document, but without any obligation on the part of the Administrative Agent, the Lenders, the Lender Agents or any of
their respective Affiliates to perform any of the obligations of the Borrower under any such Assigned Document. If any Event of
Default shall have occurred, the Yield Rate shall be increased pursuant to the increase set forth in the definition of “Applicable
Spread”, effective as of the date of the occurrence of such Event of Default, and shall apply after the occurrence of such
Event of Default. Any defaults (other than a Borrowing Base Deficiency)


 






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 arising from the acquisition by the Borrower of an asset
that is not an Eligible Loan Asset shall be cured by the sale by the Borrower of such asset.


 


Section 7.02     Additional
Remedies of the Administrative Agent.


 


(a)          If,
(i) upon the Administrative Agent’s or the Lenders’ declaration that the Advances Outstanding hereunder are immediately
due and payable pursuant to Section 7.01 upon the occurrence of an Event of Default, or (ii) on the Facility Maturity
Date, the aggregate outstanding principal amount of the Advances Outstanding, all accrued and unpaid Fees and Yield and any other
outstanding Obligations are not immediately paid in full, then the Collateral Agent (acting as directed by the Administrative Agent)
or the Administrative Agent, in addition to all other rights specified hereunder, shall have the right, in its own name and as
agent for the Lenders and Lender Agents, to immediately sell (at the Servicer’s expense) in a commercially reasonable manner,
in a recognized market (if one exists) at such price or prices as the Administrative Agent may reasonably deem satisfactory, any
or all of the Collateral Portfolio and apply the proceeds thereof to the Obligations; provided that the Servicer or any
Affiliates thereof shall have the right of first refusal to purchase in whole but not in part, all of the Loan Assets in the Collateral
Portfolio, in each case by paying to the Collateral Agent in immediately available funds, an amount equal to all outstanding Obligations.
If the Servicer or any Affiliates thereof fail to exercise this purchase right by 5:00 p.m. on the tenth (10th) day following
such acceleration of the Obligations pursuant to Section 7.02(a), then such contractual rights shall be irrevocably
forfeited by the Servicer and Affiliates thereof, but nothing herein shall prevent the Servicer or its Affiliates from bidding
at any sale of such Collateral Portfolio.


 


(b)         The
parties recognize that it may not be possible to sell all of the Collateral Portfolio on a particular Business Day, or in a transaction
with the same purchaser, or in the same manner because the market for the assets constituting the Collateral Portfolio may not
be liquid. Accordingly, the Administrative Agent may elect, in its sole discretion, the time and manner of liquidating any of
the Collateral Portfolio, and nothing contained herein shall obligate the Administrative Agent to liquidate any of the Collateral
Portfolio on the date the Administrative Agent or all of the Lender Agents declares the Advances Outstanding hereunder to be immediately
due and payable pursuant to Section 7.01 or to liquidate all of the Collateral Portfolio in the same manner or on
the same Business Day.


 


(c)          If
the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent proposes to sell the Collateral
Portfolio or any part thereof in one or more parcels at a public or private sale, at the request of the Collateral Agent or the
Administrative Agent, as applicable, the Borrower and the Servicer shall make available to (i) the Administrative Agent,
on a timely basis, all information relating to the Collateral Portfolio subject to sale, including, without limitation, copies
of any disclosure documents, contracts, financial statements of the applicable Obligors, covenant certificates and any other materials
requested by the Administrative Agent, and (ii) each prospective bidder, on a timely basis, all reasonable information relating
to the Collateral Portfolio subject to sale, including, without limitation, copies of any disclosure documents, contracts, financial
statements of the applicable Obligors, covenant certificates and any other materials reasonably requested by each such bidder.


 


(d)          Each
of the Borrower and the Servicer agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming
through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption
law now or hereafter in force in any locality where any of the Collateral Portfolio may be situated in order to prevent, hinder
or delay the enforcement or foreclosure of this Agreement, or the absolute sale of






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any of the Collateral Portfolio or any part
thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and
each of the Borrower and the Servicer, for itself and all who may at any time claim through or under it, hereby waives, to the
full extent that it may be lawful so to do, the benefit of all such laws, and any and all right to have any of the properties or
assets constituting the Collateral Portfolio marshaled upon any such sale, and agrees that the Collateral Agent, or the Administrative
Agent on its behalf, or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the
Collateral Portfolio as an entirety or in such parcels as the Collateral Agent (acting at the direction of the Administrative Agent)
or such court may determine.


 



(e)            Any
amounts received from any sale or liquidation of the Collateral Portfolio pursuant to this Section 7.02 in excess of
the Obligations will be applied by the Collateral Agent (as directed by the Administrative Agent) in accordance with the provisions
of Section 2.04(c), or as a court of competent jurisdiction may otherwise direct.


 


(f)            The
Administrative Agent, the Lender Agents and the Lenders shall have, in addition to all the rights and remedies provided herein
and provided by applicable federal, state, foreign, and local laws (including, without limitation, the rights and remedies of a
secured party under the UCC of any applicable state, to the extent that the UCC is applicable, and the right to offset any mutual
debt and claim), all rights and remedies available to the Lenders at law, in equity or under any other agreement between any Lender
and the Borrower.


 


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


 


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


 


ARTICLE VIII.


 


INDEMNIFICATION


 


Section 8.01     Indemnities
by the Borrower.


 


(a)          Without
limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents,
the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective Affiliates may have hereunder 


 






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or under
Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the Lenders,
the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective Affiliates, assigns,
officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII)
from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees
and disbursements of (x) one outside counsel to the Administrative Agent (and any Lender Affiliated with the Administrative
Agent) and the Lenders (subject to clause (z) below) except in the event of an actual or potential conflict of interest between
the Administrative Agent and the Lenders, in which case one additional counsel for the Lenders, (y) one outside counsel to
the Collateral Agent, the Account Bank and the Collateral Custodian, and (z) one counsel per foreign or local jurisdiction
deemed reasonably necessary by the Administrative Agent or the Collateral Agent, as applicable (all of the foregoing being collectively
referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party arising
out of or as a result of this Agreement, any of the other Transaction Documents or in respect of any of the Collateral Portfolio,
excluding, however, Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful
misconduct on the part of such Indemnified Party, (b) Loan Assets which are uncollectible due to the Obligor’s financial
inability to pay or (c) arising on account of Excluded Taxes. Without limiting the foregoing, the Borrower shall indemnify
each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting
from the conditions set forth in (a) or (b) above):


 


(i)            any
Loan Asset treated as or represented by the Borrower to be an Eligible Loan Asset which is not at the applicable time an Eligible
Loan Asset, or the purchase by any party or origination of any Loan Asset which violates Applicable Law;


 


(ii)            reliance
on any representation or warranty made or deemed made by the Borrower, the Servicer (if Senior
Loan FundGC Advisors LLC or one of its Affiliates is the Servicer) or
any of their respective officers under or in connection with this Agreement or any Transaction Document, which shall have been
false or incorrect in any respect when made or deemed made or delivered;


 


(iii)            the
failure by the Borrower or the Servicer (if Senior Loan FundGC
Advisors LLC or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in
this Agreement, any other Transaction Document or any agreement executed in connection therewith, or with any Applicable Law with
respect to any item of Collateral Portfolio, or the nonconformity of any item of Collateral Portfolio with any such Applicable
Law;


 


(iv)            the
failure to vest and maintain vested in the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected
security interest in the Collateral Portfolio, free and clear of any Lien other than Permitted Liens, whether existing at the
time of the related Advance or at any time thereafter;


 


(v)            on
each Business Day prior to the Collection Date, a Borrowing Base Deficiency exists and has not been remedied within five Business
Days;


 


(vi)            the
failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents
under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Loan Assets included in the Collateral
Portfolio or the other Portfolio Assets related thereto, whether at the time of any Advance or at any subsequent time;


 






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(vii)            any
dispute, claim, offset or defense (other than the discharge in bankruptcy of an Obligor) to the payment of any Loan Asset included
in the Collateral Portfolio (including, without limitation, a defense based on such Loan Asset (or the Loan Agreement evidencing
such Loan Asset) not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its
terms), or any other claim related to such Collateral Portfolio;


 


(viii)            any
failure of the Borrower or the Servicer (if Senior Loan FundGC
Advisors LLC or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the
provisions of the Transaction Documents to which it is a party or any failure by the Servicer, the Borrower or any Affiliate thereof
to perform its respective duties under any Collateral Portfolio;


 


(ix)            any
inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be
located as a result of the failure of the Borrower or the Transferor to qualify to do business or file any notice or business
activity report or any similar report;


 


(x)            any
action taken by the Borrower or the Servicer in the enforcement or collection of the Collateral Portfolio which results in any
claim, suit or action of any kind pertaining to the Collateral Portfolio or which reduces or impairs the rights of the Administrative
Agent, any Lender Agent or any Lender with respect to any Loan Asset or the value of any such Loan Asset;


 


(xi)            any
products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort
arising out of or in connection with any Underlying Collateral or Collateral Portfolio;


 


(xii)            any
claim, suit or action of any kind arising out of or in connection with Environmental Laws relating to the Borrower or the Collateral
Portfolio, including any vicarious liability;


 


(xiii)            the
failure by the Borrower to pay when due any Taxes for which the Borrower is liable, including, without limitation, sales, excise
or personal property Taxes payable in connection with the Collateral Portfolio;


 


(xiv)            any
repayment by the Administrative Agent, the Lender Agents, the Lenders or a Secured Party of any amount previously distributed in
payment of Advances or payment of Yield or Fees or any other amount due hereunder or under any Hedging Agreement, in each case
which amount the Administrative Agent, the Lender Agents, the Lenders or a Secured Party believes in good faith is required to
be repaid;


 


(xv)            the
commingling by the Borrower or the Servicer of payments and collections required to be remitted to the Collection Account or the
Unfunded Exposure Account with other funds;


 


(xvi)            any
investigation, litigation or proceeding related to this Agreement or the other Transaction Documents, or the use of proceeds of
Advances or the Collateral Portfolio, or the administration of the Loan Assets by the Borrower or the Servicer;


 


(xvii)            any
failure by the Borrower to give reasonably equivalent value to the Transferor (or other seller thereof) in consideration for the
transfer to the Borrower of any item of the Collateral Portfolio or any attempt by any Person to void or otherwise avoid any such
transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy
Code;


 






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(xviii)            the
use of the proceeds of any Advance in a manner other than as provided in this Agreement and the Transaction Documents;


 


(xix)            any
failure of the Borrower, the Servicer or any of their respective agents or representatives to remit to the Collection Account,
within two Business Days of receipt, payments and collections with respect to the Collateral Portfolio remitted to the Borrower,
the Servicer or any such agent or representative; and/or


 


(xx)            the
failure by the Borrower to comply with any of the covenants relating to the Hedging Agreement in accordance with the Transaction
Documents.


 


(b)          Any
amounts subject to the indemnification provisions of this Section 8.01 shall be paid by the Borrower to the Administrative
Agent on behalf of the applicable Indemnified Party within two Business Days following the Administrative Agent’s written
demand therefor on behalf of the applicable Indemnified Party (and the Administrative Agent shall pay such amounts to the applicable
Indemnified Party promptly after the receipt by the Administrative Agent of such amounts). The Administrative Agent, on behalf
of any Indemnified Party making a request for indemnification under this Section 8.01, shall submit to the Borrower
a certificate setting forth in reasonable detail the basis for and the computations of the Indemnified Amounts with respect to
which such indemnification is requested, which certificate shall be conclusive absent demonstrable error.


 


(c)           If
for any reason the indemnification provided above in this Section 8.01 or Section 8.02 below is unavailable
to the Indemnified Party or is insufficient to hold an Indemnified Party harmless in respect of any losses, claims, damages or
liabilities, then the Borrower or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the
relative benefits received by such Indemnified Party on the one hand and the Borrower or the Servicer, as the case may be, on
the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.


 


(d)           If
the Borrower has made any payments in respect of Indemnified Amounts to the Administrative Agent on behalf of an Indemnified Party
pursuant to this Section 8.01 and such Indemnified Party thereafter collects any of such amounts from others, such
Indemnified Party will promptly repay such amounts collected to the Borrower, without interest.


 


(e)           The
obligations of the Borrower under this Section 8.01 shall survive the resignation or removal of the Administrative
Agent, the Lenders, the Lender Agents, the Servicer, the Collateral Agent, the Account Bank or the Collateral Custodian and the
termination of this Agreement.


 


Section 8.02      Indemnities
by Servicer.


 


(a)           Without
limiting any other rights which any Indemnified Party may have hereunder or under Applicable Law, the Servicer hereby agrees to
indemnify each Indemnified Party from and against any and all Indemnified Amounts, awarded against or incurred by any Indemnified
Party as a consequence of any of the following, excluding, however, Indemnified Amounts to the extent resulting from Excluded
Taxes or gross negligence, bad faith or willful misconduct on the part of such Indemnified Party claiming indemnification hereunder:


 


(i)            the
inclusion, in any computations made by it in connection with any Borrowing Base Certificate or other report prepared by it hereunder,
of any Loan Assets as Eligible Loan Assets which were not Eligible Loan Assets as of the date of any such computation;


 






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(ii)            reliance
on any representation or warranty made or deemed made by the Servicer or any of its officers under or in connection with this Agreement
or any other Transaction Document, any Servicing Report, Servicer’s Certificate or any other information or report delivered
by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any respect when made
or deemed made or delivered;


 


(iii)          the
failure by the Servicer to comply with (A) any term, provision or covenant contained in this Agreement or any other Transaction
Document, or any other agreement executed in connection with this Agreement, or (B) any Applicable Law applicable to it with
respect to any Portfolio Assets;


 


(iv)          any
litigation, proceedings or investigation against the Servicer;


 


(v)           any
action or inaction by the Servicer that causes the Collateral Agent, for the benefit of the Secured Parties, not to have a first
priority perfected security interest in the Collateral Portfolio, free and clear of any Lien other than Permitted Liens, whether
existing at the time of the related Advance or any time thereafter;


 


(vi)          the
commingling by the Servicer of payments and collections required to be remitted to the Collection Account or the Unfunded Exposure
Account with other funds;


 


(vii)         any
failure of the Servicer or any of its agents or representatives (including, without limitation, agents, representatives and employees
of such Servicer acting pursuant to authority granted under Section 6.01 hereof) to remit to the Collection Account
payments and collections with respect to Loan Assets remitted to the Servicer or any such agent or representative within two Business
Days of receipt;


 


(viii)        the
failure by the Servicer to perform any of its duties or obligations in accordance with the provisions of this Agreement or any
other Transaction Document or errors or omissions related to such duties;


 


(ix)           failure
or delay in assisting a successor Servicer in assuming each and all of the Servicer’s obligations to service and administer
the Collateral Portfolio, or failure or delay in complying with instructions from the Administrative Agent with respect thereto;
and/or


 


(x)            any
of the events or facts giving rise to a breach of any of the Servicer’s representations, warranties, agreements and/or covenants
set forth in Article IV, Article V or Article VI or this Agreement.


 


(b)           Any
Indemnified Amounts shall be paid by the Servicer to the Administrative Agent, for the benefit of the applicable Indemnified Party,
within fifteen Business Days following receipt by the Servicer of the Administrative Agent’s written demand therefor (and
the Administrative Agent shall pay such amounts to the applicable Indemnified Party promptly after the receipt by the Administrative
Agent of such amounts).


 


(c)            If
the Servicer has made any indemnity payments to the Administrative Agent, on behalf of an Indemnified Party pursuant to this Section 8.02
and such Indemnified Party thereafter collects any of such amounts from others, such Indemnified Party will promptly repay such
amounts collected to the Servicer, without interest.


 


(d)           The
Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse
for uncollectible or uncollected Loan Assets.


 






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(e)            The
obligations of the Servicer under this Section 8.02 shall survive the resignation or removal of the Administrative
Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank or the Collateral Custodian and the termination
of this Agreement.


 


(f)            Any
indemnification pursuant to this Section 8.02 shall not be payable from the Collateral Portfolio.


 


Section 8.03     Legal
Proceedings. In the event an Indemnified Party becomes involved in any action, claim, or legal, governmental or
administrative proceeding (an “Action”) for which it seeks indemnification hereunder, the Indemnified
Party shall promptly notify the other party or parties against whom it seeks indemnification (the “Indemnifying
Party”) in writing of the nature and particulars of the Action; provided that its failure to do so shall not
relieve the Indemnifying Party of its obligations hereunder except to the extent such failure has a material adverse effect
on the Indemnifying Party. Upon written notice to the Indemnified Party acknowledging in writing that the indemnification
provided hereunder applies to the Indemnified Party in connection with the Action (subject to the exclusion in the first
sentence of Section 8.01, the first sentence of Section 8.02 or Section 8.02(d), as
applicable), the Indemnifying Party may assume the defense of the Action at its expense with counsel reasonably acceptable to
the Indemnified Party. The Indemnified Party shall have the right to retain separate counsel in connection with the Action,
and the Indemnifying Party shall not be liable for the legal fees and expenses of the Indemnified Party after the
Indemnifying Party has done so; provided that if the Indemnified Party determines in good faith that there may be a
conflict between the positions of the Indemnified Party and the Indemnifying Party in connection with the Action, or that the
Indemnifying Party is not conducting the defense of the Action in a manner reasonably protective of the interests of the
Indemnified Party, the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party; provided, further,
that the Indemnifying Party shall not, in connection with any one Action or separate but substantially similar or related
Actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees or
expenses of more than one separate firm of attorneys (and any required local counsel) for such Indemnified Party, which firm
(and local counsel, if any) shall be designated in writing to the Indemnifying Party by the Indemnified Party. If the
Indemnifying Party elects to assume the defense of the Action, it shall have full control over the conduct of such defense; provided
that the Indemnifying Party and its counsel shall, as reasonably requested by the Indemnified Party or its counsel, consult
with and keep them informed with respect to the conduct of such defense. The Indemnifying Party shall not settle an Action
without the prior written approval of the Indemnified Party unless such settlement provides for the full and unconditional
release of the Indemnified Party from all liability in connection with the Action. The Indemnified Party shall reasonably
cooperate with the Indemnifying Party in connection with the defense of the Action.


 


Section 8.04     After-Tax
Basis. Indemnification under Section 8.01 and 8.02 shall be in an amount necessary to make the
Indemnified Party whole after taking into account any Tax consequences to the Indemnified Party of the receipt of the
indemnity provided hereunder, including the effect of such Tax or refund on the amount of Tax measured by net income or
profits that is or was payable by the Indemnified Party.


 






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ARTICLE IX.


 


THE
ADMINISTRATIVE AGENT AND LENDER AGENTS


 


Section 9.01     The
Administrative Agent.


 


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


 


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


 


(c)          Administrative
Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall
be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement
or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Each Secured Party
hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to
be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction
Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative
Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Transferor), independent public accountants
and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance
with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible
for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any
duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement
or any of the other Transaction Documents on the part of the Borrower, the Transferor, or the Servicer or to inspect the property
(including the books and records) of the Borrower, the Transferor, or the Servicer; (iv) shall not be responsible for the
due


 






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 execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction
Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under
or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone),
consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent
by the proper party or parties.


 


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


 


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


 


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


 






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Documents to which it is a party.
Each Lender Agent and each Secured Party hereby agrees that the Administrative Agent shall not have any duty or responsibility
to provide any Lender Agent with any credit or other information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of the Borrower, the Servicer, the Transferor or their respective Affiliates which may
come into the possession of the Administrative Agent or any of its Affiliates.


 



(g)            Indemnification
of the Administrative Agent. Each Lender Agent agrees to indemnify the Administrative Agent (to the extent not reimbursed by
the Borrower or the Servicer), ratably in accordance with the Pro Rata Share of its related Lender, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or
arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Administrative Agent
hereunder or thereunder; provided that the Lender Agents shall not be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s
gross negligence or willful misconduct; provided, further, that no action taken in accordance with the directions of the
Lender Agents shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article IX.
Without limitation of the foregoing, each Lender Agent agrees to reimburse the Administrative Agent, ratably in accordance with
the Pro Rata Share of its related Lender, promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred
by the Administrative Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations,
legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other
Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lender
Agents or Lenders hereunder and/or thereunder and to the extent that the Administrative Agent is not reimbursed for such expenses
by the Borrower or the Servicer.


 


(h)            Successor
Administrative Agent. The Administrative Agent may resign at any time, effective upon the appointment and acceptance of a
successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to each Lender Agent
and the Borrower and may be removed at any time with cause by the Lender Agents acting jointly. Upon any such resignation or removal,
the Lender Agents acting jointly shall appoint a successor Administrative Agent with, unless an Unmatured Event of Default or
Event of Default has occurred and in continuing, the consent of the Borrower. Each Lender Agent agrees that it shall not unreasonably
withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent
shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s
giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may,
on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either
(i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and
surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as


 






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 Administrative
Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s
resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall continue to inure
to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.


 


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


 


Section 9.02     The
Lender Agents.


 


(a)         Authorization
and Action. Each Lender, respectively, hereby designates and appoints its related Lender Agent to act as its agent hereunder
and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to
exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents,
together with such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilities, except
those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender,
and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall
be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions
and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender
and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower,
the Servicer or any other Lender. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal
liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority
of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations.


 


(b)         Delegation
of Duties. Each Lender Agent may execute any of its duties under this Agreement and each other Transaction Document by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Lender
Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.


 


(c)          Exculpatory
Provisions. Neither any Lender Agent nor any of its directors, officers, agents or employees shall be (i) liable for
any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Transaction
Document (except for its, their or such Person’s own gross negligence or willful misconduct), or (ii) responsible in
any manner to its related Lender for any recitals, statements, representations or warranties made by the Borrower or the Servicer
contained in Article IV, any other Transaction


 






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 Document or any certificate, report, statement or other document referred
to or provided for in, or received under or in connection with, this Agreement or any other Transaction Document, or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Transaction Document or any other
document furnished in connection herewith or therewith, or for any failure of the Borrower or the Servicer to perform its obligations
hereunder or thereunder, or for the satisfaction of any condition specified in this Agreement, or for the perfection, priority,
condition, value or sufficiency of any collateral pledged in connection herewith. No Lender Agent shall be under any obligation
to its related Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained
in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the
Borrower or the Servicer. No Lender Agent shall be deemed to have knowledge of any Event of Default or Unmatured Event of Default
unless such Lender Agent has received notice from the Borrower or its related Lender.


 


(d)            Reliance
by Lender Agent. Each Lender Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any
document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants
and other experts selected by such Lender Agent. Each Lender Agent shall in all cases be fully justified in failing or refusing
to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence
of its related Lender as it deems appropriate and it shall first be indemnified to its satisfaction by its related Lender; provided
that, unless and until such Lender Agent shall have received such advice, such Lender Agent may take or refrain from taking any
action, as the Lender Agent shall deem advisable and in the best interests of its related Lender. Each Lender Agent shall in all
cases be fully protected in acting, or in refraining from acting, in accordance with a request of its related Lender, and such
request and any action taken or failure to act pursuant thereto shall be binding upon its related Lender.


 


(e)            Non-Reliance
on Lender Agent. Each Lender expressly acknowledges that neither its related Lender Agent, nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by such Lender
Agent hereafter taken, including, without limitation, any review of the affairs of the Borrower or the Servicer, shall be deemed
to constitute any representation or warranty by such Lender Agent. Each Lender represents and warrants to its related Lender Agent
that it has and will, independently and without reliance upon its related Lender Agent, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial
and other conditions and creditworthiness of the Borrower and made its own decision to enter into this Agreement, the other Transaction
Documents and all other documents related hereto or thereto.


 


(f)            Lender
Agents are in their Respective Individual Capacities. Each Lender Agent and its Affiliates may make loans to, accept deposits
from and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower as though such Lender Agent
were not a Lender Agent hereunder. With respect to Advances Outstanding pursuant to this Agreement, each Lender Agent shall have
the same rights and powers under this Agreement in its individual capacity as any Lender and may exercise the same as though it
were not a Lender Agent, and the terms “Lender,” and “Lenders,” shall include the Lender Agent in its individual
capacity.


 






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(g)            Successor
Lender Agent. Each Lender Agent may, upon five days’ notice to the Borrower and its related Lender, and such Lender Agent
will, upon the direction of its related Lender resign as the Lender Agent for such Lender. If any Lender Agent shall resign, then
its related Lender during such five day period shall appoint a successor agent. If for any reason no successor agent is appointed
by such Lender during such five day period, then effective upon the termination of such five day period, and the Borrower shall
make all payments in respect of the Obligations due to such Lender directly to such Lender, and for all purposes shall deal directly
with such Lender. After any retiring Lender Agent’s resignation hereunder as a Lender Agent, the provisions of Articles
VIII and IX shall inure to its benefit with respect to any actions taken or omitted to be taken by it while it was a
Lender Agent under this Agreement.


 


ARTICLE X.


 


COLLATERAL
AGENT


 


Section 10.01         Designation
of Collateral Agent.


 


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


 


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


 


(c)            Secured
Party. The Administrative Agent, the Lender Agents and the Lenders hereby appoint Wells Fargo, in its capacity as Collateral
Agent hereunder, as their agent for the purposes of perfection of a security interest in the Collateral Portfolio. Wells Fargo,
in its capacity as Collateral Agent hereunder, hereby accepts such appointment and agrees to perform the duties set forth in Section 10.02(b).


 


Section 10.02         Duties
of Collateral Agent.


 


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


 


(b)           Duties.
On or before the initial Advance Date, and until its removal pursuant to Section 10.05, the Collateral Agent shall
perform, on behalf of the Secured Parties, the following duties and obligations:


 


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


 


(ii)            The
Collateral Agent shall promptly upon its actual receipt of a (i) Borrowing Base Certificate from the Borrower, re-calculate
the Borrowing Base and, if the Collateral Agent’s calculation does not correspond with the calculation provided by the


 






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 Borrower
on such Borrowing Base Certificate, deliver such calculation to each of the Administrative Agent, Borrower and Servicer within
one (1) Business Day of receipt by the Collateral Agent of such Borrowing Base Certificate.


 


(iii)            The
Collateral Agent shall make payments pursuant to the terms of the Servicing Report or as otherwise directed in accordance with
Sections 2.04 or 2.05 (the “Payment Duties”).


 


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


 


(v)            The
Collateral Agent shall create a database (the “Collateral Database”) with respect to the Loan Assets held by
the Borrower on the Closing Date. The Collateral Agent shall permit access to the information in the Collateral Database by the
Servicer and the Borrower. The Collateral Agent shall update the Collateral Database promptly for Loan Assets and Permitted Investments
acquired or sold or otherwise disposed of and for any amendments or changes to Loan Asset amounts or interest rates.


 


(vi)            The
Collateral Agent shall establish the Collection Account and the Unfunded Exposure Account in the name of the Collateral Agent under
the sole dominion and control of the Collateral Agent for the benefit of the Secured Parties.


 


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


 


(viii)            The
Collateral Agent shall assist and reasonably cooperate with the independent certified public accountants in the preparation of
those reports required under Section 6.10.


 


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


 


(c)            (i)              The
Administrative Agent, each Lender Agent and each Secured Party further authorizes the Collateral Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated
to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance,
and without limiting the generality of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction
of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action
that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests
granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including,



 






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without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements,
or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and
such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 10.02(c) shall
be deemed to relieve the Borrower or the Servicer of their respective obligations to protect the interest of the Collateral Agent
(for the benefit of the Secured Parties) in the Collateral Portfolio, including to file financing and continuation statements in
respect of the Collateral Portfolio in accordance with Section 5.01(t).


 


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


 


(iii)            Except
as expressly provided herein, the Collateral Agent shall not be under any duty or obligation to take any affirmative action to
exercise or enforce any power, right or remedy available to it under this Agreement (x) unless and until (and to the extent)
expressly so directed by the Administrative Agent or (y) prior to the Facility Maturity Date (and upon such occurrence, the
Collateral Agent shall act in accordance with the written instructions of the Administrative Agent pursuant to clause (x)).
The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction
of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent,
or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including
an Event of Default, unless a Responsible Officer of the Collateral Agent has knowledge of such matter or written notice thereof
is received by the Collateral Agent.


 


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


 






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the advice of legal
counsel and independent accountants in performing its duties hereunder and shall be deemed to have acted in good faith if it acts
in accordance with such advice.


 


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


 


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


 


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


 


Section 10.05     Collateral
Agent Removal. The Collateral Agent may be removed, with or without cause, by the Administrative Agent by notice
given in writing to the Collateral Agent (the “Collateral Agent Termination Notice”); provided
that, notwithstanding its receipt of a Collateral Agent Termination Notice, the Collateral Agent shall continue to act in
such capacity until a successor Collateral Agent has been appointed and has agreed to act as Collateral Agent hereunder; provided
that the Collateral Agent shall continue to receive compensation of its fees and expenses in accordance with Section 10.04
above while so serving as the Collateral Agent prior to a successor Collateral Agent being appointed.


 


Section 10.06     Limitation
on Liability.


 


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


 


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


 


(c)            The
Collateral Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith,
or for any mistakes of fact or law, or for 


 






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anything that it may do or refrain from doing in connection herewith except in the case
of its willful misconduct or grossly negligent performance or omission of its duties.


 


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


 


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


 


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


 


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


 


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


 


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


 


(j)            In
no event shall the Collateral Agent be liable for any failure or delay in the performance of its obligations hereunder because
of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism,
fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit
the providing of services by the Collateral Agent as contemplated by this Agreement.


 






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Section 10.07     Collateral
Agent Resignation. The Collateral Agent may resign at any time by giving not less than 90 days’ written
notice thereof to the Administrative Agent and with the consent of the Administrative Agent, which consent shall not be
unreasonably withheld. Upon receiving such notice of resignation, the Administrative Agent shall promptly appoint a successor
collateral agent or collateral agents by written instrument, in duplicate, executed by the Administrative Agent, one copy of
which shall be delivered to the Collateral Agent so resigning and one copy to the successor collateral agent or collateral
agents, together with a copy to the Borrower, Servicer and Collateral Custodian. If no successor collateral agent shall have
been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the
Collateral Agent within 45 days after the giving of such notice of resignation, the resigning Collateral Agent may petition
any court of competent jurisdiction for the appointment of a successor Collateral Agent. Notwithstanding anything herein to
the contrary, the Collateral Agent may not resign prior to a successor Collateral Agent being appointed.


 


ARTICLE XI.


 


MISCELLANEOUS


 


Section 11.01     Amendments
and Waivers.


 


(a)            (i) No
amendment or modification of any provision of this Agreement shall be effective without the written agreement of the Borrower,
the Servicer, the Required Lenders, the Administrative Agent and, solely if such amendment or modification would adversely affect
the rights and obligations of the Collateral Agent, the Account Bank or the Collateral Custodian, the written agreement of the
Collateral Agent, the Account Bank or the Collateral Custodian, as applicable; (ii) no termination or waiver of any provision
of this Agreement or consent to any departure therefrom by the Borrower or the Servicer shall be effective without the written
concurrence of the Administrative Agent and the Required Lenders and (iii) no amendment, waiver or modification adversely
affecting the rights or obligations of any Hedge Counterparty shall be effective without the written agreement of such Person.
Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.


 


(b)           Notwithstanding
the provisions of Section 11.01(a), the written consent of all of the Lenders shall be required for any amendment,
modification or waiver (i) reducing any Advances Outstanding, or the Yield thereon, (ii) postponing any date for any
payment of any Advance, or the Yield thereon, (iii) modifying the provisions of this Section 11.01 or (iv) extending
the Stated Maturity Date or clause (i) of the definition of “Reinvestment Period”; provided that
the Administrative Agent may increase the BSL Limit in its sole discretion.


 


Section 11.02     Notices,
Etc. All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which
shall include facsimile communication and communication by e-mail) and faxed, e-mailed or delivered, to each party hereto, at
the address set forth below:


 


(i)            to
the Borrower:


 


Prior to January 13,
2020:


 


Senior Loan Fund II LLC


 






    	 	125	 



     


    

 


666 Fifth Avenue


New York, NY 10103


Attention: Gregory A. Robbins


Facsimile: 212-750-5505


Telephone: 212-660-7274


 


With a
copy to:Effective January 13, 2020:


 


Senior Loan Fund II LLC


16600 Swingley Ridge
Road


Chesterfield, MO 63017


200 Park Avenue, 25th Floor


New York, NY 10166


Attention: Michael
Bubnis / Brian ButchkoGregory A. Robbins


Facsimile: (636)
736-7644212-750-3756


Telephone: (636)
736-5640 / (636) 736-7244212-750-6060”


 


(ii)           to
the Servicer or the Transferor:


 


Prior to January 13,
2020:


 


Senior
Loan FundGC Advisors LLC


666 Fifth Avenue


New York, NY 10103


Attention: Gregory A. Robbins


Facsimile: 212-750-5505


Telephone: 212-660-7274


 


With a
copy to:Effective January 13, 2020:


 


Senior
Loan Fund II LLCGC Advisors LLC


16600 Swingley Ridge
Road


Chesterfield, MO 63017


200 Park Avenue, 25th Floor


New York, NY 10166


Attention: Michael
Bubnis / Brian ButchkoGregory A. Robbins


Facsimile: (636)
736-7644212-750-3756


Telephone: (636)
736-5640 / (636) 736-7244212-750-6060


 


(iii)          to
the Administrative Agent:


 


Wells Fargo Bank, N.A.


Duke Energy Center


550 South Tryon Street, 5th Floor


MAC D1086-051


Charlotte, NC 28202


 






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Attention: Matthew
JensenCorporate Debt Finance


Facsimile: (704) 715-0089

Confirmation: (704) 410-2450


All electronic dissemination of Notices
should be sent to


scp.mmloans@wellsfargo.comscp.mmloans@wellsfargo.com


 


(iv)          to
Wells Fargo Bank, N.A., as Lender:


 


Wells Fargo Bank, N.A.


Duke Energy Center


550 South Tryon Street, 5th Floor

MAC D1086-051


Charlotte, NC 28202


Attention: Matthew
JensenCorporate Debt Finance


Facsimile: (704) 715-0089

Confirmation: (704) 410-2450


All electronic dissemination of Notices
should be sent to


scp.mmloans@wellsfargo.comscp.mmloans@wellsfargo.com


 


(v)           to
Wells Fargo Bank, N.A., as Collateral Agent:


 


Wells Fargo Bank, N. A.


Corporate Trust Services Division


9062 Old Annapolis Rd.


Columbia, Maryland 21045


Attn: SAS Trust Services -–
Senior Loan Fund II LLC


Fax: (443) 367-3986


Phone: (410) 884-2000


 


(vi)          to
Wells Fargo Bank, N.A., as Account Bank:


 


Wells Fargo Bank, N. A.


Corporate Trust Services Division


9062 Old Annapolis Rd.


Columbia, Maryland 21045


Attn: CDO Trust Services -–
Senior Loan Fund II LLC


Fax: (443) 367-3986


Phone: (410) 884-2000


 


(vii)         to
Wells Fargo Bank, N.A., as Collateral Custodian:


 


Wells Fargo Bank, N. A.


Corporate Trust Services Division


9062 Old Annapolis Rd


Columbia, MD 21045


Attn: SAS Trust Services – Senior Loan Fund
II LLC


Phone: (410) 884-2000





 






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Fax: (443) 367-3986


 


or at such other address as shall be designated by such party
in a written notice to the other parties hereto. Notices and communications by facsimile and e-mail shall be effective when sent
(and shall be followed by hard copy sent by regular mail), and notices and communications sent by other means shall be effective
when received.


 


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


 


Section 11.04     Binding
Effect; Assignability; Multiple Lenders.


 


(a)           This
Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender,
the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted
assigns. With the prior written consent of the Borrower (which consent shall not be unreasonably withheld), each Lender and their
respective successors and assigns may assign, or grant a security interest or sell a participation interest in, (i) this
Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of
the sale of participation interests therein) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or
any portion thereof) to any Person; provided that, (w) a Lender may assign, grant a security interest or sell a participation
in, its rights and obligations hereunder to an Affiliate or a Permitted Assignee without the prior consent of the Borrower, (x) after
an Event of Default has occurred, a Lender may assign its rights and obligations hereunder to any Person without the prior consent
of the Borrower, (y) any Conduit Lender shall not need prior consent from the Borrower to assign, or grant a security interest
or sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or any commercial paper conduit sponsored
by a Liquidity Bank or an Affiliate of its related Lender Agent and (z) any Lender may assign or participate all or a portion
of its interests hereunder or under its Variable Funding Note without the consent of the Borrower upon such Lender’s good
faith determination that such assignment or participation is required for regulatory reasons. Any such assignee shall execute
and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the
form of Exhibit M hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. For
the avoidance of doubt, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by
written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof. The
parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent
for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and
the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon,
any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document
without the prior written consent of each Lender Agent and the Administrative Agent, other than any assignment effected in connection
with a transaction that meets the requirements of Section 5.04(a). In addition, without limiting the foregoing, this
Agreement shall not be assigned within the meaning of the Advisers Act by Senior Loan FundGC
Advisors LLC without the consent of the Borrower. Such consent


 






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 may be evidenced through the Borrower’s failure
to object to an assignment or intended assignment following appropriate notice to the Borrower from Senior
Loan FundGC Advisors LLC.


 


(b)            Notwithstanding
any other provision of this Section 11.04, any Lender may at any time pledge or grant a security interest in all or
any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to
secure obligations of such Lender to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative
Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations
hereunder, or substitute any such pledgee or grantee for such Lender as a party hereto.


 


(c)            Each
Hedge Counterparty, each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.


 


Section 11.05     Term
of This Agreement.This Agreement, including, without limitation, the Borrower’s representations and
covenants set forth in Articles IV and V and the Servicer’s representations, covenants and duties set
forth in Articles IV, V and VI, shall remain in full force and effect until the Collection Date; provided
that the rights and remedies with respect to any breach of any representation and warranty made or deemed made by the
Borrower or the Servicer pursuant to Articles III and IV and the indemnification and payment provisions of Article VIII, IX and Article XI
and the provisions of Section 2.10, Section 2.11, Section 11.07, Section 11.08
and Section 11.09 shall be continuing and shall survive any termination of this Agreement.


 


Section 11.06     GOVERNING
LAW; JURY WAIVER. THIS AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR
INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.


 


Section 11.07     Costs,
Expenses and Taxes.


 


(a)            In
addition to the rights of indemnification granted to the Indemnified Parties under Section 8.01 and Section 8.02
hereof, each of the Borrower, the Servicer and the Transferor agrees to pay (i) with respect to the Borrower, on the
Payment Date pertaining to the Remittance Period in which such cost is incurred and (ii) with respect to the Servicer and
the Transferor, on demand, in each case, all out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender
Agents, the Collateral Agent, the Account Bank and the Collateral Custodian incurred in connection with the preparation, execution,
delivery, administration (including periodic auditing), syndication, renewal, amendment or modification of, any waiver or consent
issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection
herewith, including, without limitation, the fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders,
the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian with respect thereto and with respect to
advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian
as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection
herewith, and all out-of-pocket costs and expenses, if any (including counsel fees and expenses),


 






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 incurred by the Administrative
Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank or the Collateral Custodian in connection with the
enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be
delivered hereunder or in connection herewith.


 


(b)           The
Borrower, the Servicer and the Transferor shall pay (i) with respect to the Borrower, on the Payment Date pertaining to the
Remittance Period in which such cost is incurred and (ii) with respect to the Servicer and the Transferor, on demand, in each
case, any and all stamp, sales, excise and other Taxes and fees payable or determined to be payable to any Governmental Authority
in connection with the execution, delivery, filing and recording of this Agreement, the other Transaction Documents or any other
document providing liquidity support, credit enhancement or other similar support to the Lenders in connection with this Agreement
or the funding or maintenance of Advances hereunder.


 


(c)            The
Servicer and the Transferor shall pay on demand all other out-of-pocket costs, expenses and Taxes (excluding Taxes imposed on or
measured by net income) incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Collateral
Custodian and the Account Bank, including, without limitation, all costs and expenses incurred by the Administrative Agent, the
Lender Agents and the Lenders in connection with periodic audits of the Borrower’s, the Transferor’s or the Servicer’s
books and records.


 


Section 11.08         No
Proceedings.


 


(a)            Each
of the parties hereto (other than the Administrative Agent with the consent of the Lender Agents) and each Hedge Counterparty (by
accepting the benefits of this Agreement) agrees that it will not institute against, or join any other Person in instituting against,
the Borrower any proceedings of the type referred to in the definition of Bankruptcy Event so long as there shall not have elapsed
one year and one day (or such longer preference period as shall then be in effect) since the Collection Date.


 


(b)           Each
of the parties hereto (other than any Conduit Lender) and each Hedge Counterparty (by accepting the benefits of this Agreement)
hereby agrees that it will not institute against, or join any other Person in instituting against, any Conduit Lender, the Administrative
Agent, or any Liquidity Banks any Bankruptcy Proceeding so long as any commercial paper issued by such Conduit Lender shall be
outstanding and there shall not have elapsed one year and one day (or such longer preference period as shall then be in effect)
since the last day on which any such commercial paper shall have been outstanding.


 


Section 11.09     Recourse
Against Certain Parties.


 


(a)            No
recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees
or any other obligations) of the Administrative Agent or any Secured Party as contained in this Agreement or any other agreement,
instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of
any such Person or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent or any
Secured Party or of any such administrator, as such, 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 the agreements of each party hereto
contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent
or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party
(and nothing in this Section 11.09 shall be construed to diminish in any way such corporate obligations of such party),
and that no personal liability whatsoever shall attach to or be


 






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 incurred by any administrator of any
such Person or any incorporator, stockholder, affiliate, officer, employee or director of any such Person, under or
by reason of any of the obligations, covenants or agreements of the Administrative Agent or any Secured Party contained in this
Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability
of every such administrator of any such Person and each incorporator, stockholder, affiliate, officer, employee or director of
any such Person or of any such administrator, or any of them, for breaches by the Administrative Agent or any Secured Party of
any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution,
or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.


 


(b)           Notwithstanding
any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person
against the Administrative Agent or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys
or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other
theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event
occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees
not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected.


 


(c)            No
obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the
Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby.


 


(d)           Notwithstanding
anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid
by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its
Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in
excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not
have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed
to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision
for the payment of its Commercial Paper Notes.


 


(e)           The
provisions of this Section 11.09 shall survive the termination of this Agreement.


 


Section 11.10     Execution
in Counterparts; Severability; Integration. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart
of a signature page to this Agreement by e-mail in portable document format (.pdf) or facsimile shall be effective as delivery
of a manually executed counterpart of this Agreement. In the event that any provision in or obligation under this Agreement shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions
or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
This Agreement and any agreements or letters (including fee letters) executed in connection herewith contains the final and complete
integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the
entire agreement among the parties hereto with respect to the subject matter hereof, superseding all prior oral or


 






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written understandings other than any fee letter delivered by the Servicer to the Administrative Agent and the
Lender Agents.


 


Section 11.11     Consent
to Jurisdiction; Service of Process.


 


(a)            Each
party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New
York City in any action or proceeding arising out of or relating to the Transaction Documents, and each party hereto hereby irrevocably
agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to
the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may
effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law.


 


(b)           Each
of the Borrower and the Servicer agrees that service of process may be effected by mailing a copy thereof by registered or certified
mail, postage prepaid, to the Borrower or the Servicer, as applicable, at its address specified in Section 11.02 or
at such other address as the Administrative Agent shall have been notified in accordance herewith. Nothing in this Section 11.11
shall affect the right of the Lenders, the Lender Agents or the Administrative Agent to serve legal process in any other manner
permitted by law.


 


Section 11.12     Characterization
of Conveyances Pursuant to the Purchase and Sale Agreement.


 


(a)            It
is the express intent of the parties hereto that the conveyance of the Eligible Loan Assets by the Transferor to the Borrower as
contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject
to the tax characterization of the Borrower and the Advances described in Section 5.01(aa) and Section 5.02(j) hereof)
as, a sale by the Transferor of such Eligible Loan Assets. It is, further, not the intention of the parties that such conveyance
be deemed a pledge of the Eligible Loan Assets by the Transferor to the Borrower to secure a debt or other obligation of the Transferor.
However, in the event that, notwithstanding the intent of the parties, the Eligible Loan Assets are held to continue to be property
of the Transferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security
agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loan Assets
provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Transferor to the Borrower of a first priority
security interest (subject only to Permitted Liens) in all of the Transferor’s right, title and interest in and to the Eligible
Loan Assets and all amounts payable to the holders of the Eligible Loan Assets in accordance with the terms thereof and all proceeds
of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including,
without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments,
securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loan Assets
and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause
(iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding
such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose
of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the
Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to
the terms of the Purchase and Sale Agreement. The


 






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 Borrower shall, to the extent consistent with this Agreement and the other Transaction
Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security
interest in the Eligible Loan Assets, such security interest would be deemed to be a perfected security interest of first priority
(subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement.


 


(b)            It
is the intention of each of the parties hereto that the Eligible Loan Assets conveyed by the Transferor to the Borrower pursuant
to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the Transferor’s
estate in the event of the filing of a bankruptcy petition by or against the Transferor under any bankruptcy or similar law.


 


(c)           The
Borrower agrees to treat, and shall cause the Transferor to treat, for all purposes (other than accounting purposes and subject
to the tax characterization of the Borrower and the Advances described in Section 5.01(aa) and Section 5.02(j) hereof),
the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. Solely to the extent the Transferor
is required to file its financial statements publicly, the Borrower and the Servicer each hereby agree to cause the Transferor
to reflect in the Transferor’s financial records and to include a note in the publicly filed annual and quarterly financial
statements of Senior Loan Fund LLC indicating that: (i) assets related to transactions (including transactions pursuant to
the Transaction Documents) that do not meet ASC Topic 860 requirements for accounting sale treatment are reflected in the consolidated
balance sheet of Senior Loan Fund LLC as investments and (ii) those assets are owned by a special purpose entity that is consolidated
in Senior Loan Fund LLC’s financial statements, the creditors of the special purpose entity have received security interests
in such assets and such assets are not intended to be available to the creditors of Senior Loan Fund LLC (or any affiliate of Senior
Loan Fund LLC).


 


Section 11.13     Confidentiality.


 


(a)            Each
of the Administrative Agent, the Lenders, the Lender Agents, the Servicer, the Collateral Agent, the Borrower, the Account Bank,
the Transferor and the Collateral Custodian shall maintain and shall cause each of its employees and officers to maintain the
confidentiality of the Agreement and all information with respect to the other parties, including all information regarding the
Borrower and the Servicer hereto and their respective businesses obtained by it or them in connection with the structuring, negotiating
and execution of the transactions contemplated herein, except that each such party and its officers and employees may (i) disclose
such information to its external accountants, investigators, auditors, attorneys or other agents, including any Approved Valuation
Firm engaged by such party in connection with any due diligence or comparable activities with respect to the transactions and
Loan Assets contemplated herein and the agents of such Persons, and in the case of the Transferor, the members of the Transferor
(“Excepted Persons”); provided that each Excepted Person shall, as a condition to any such disclosure,
agree for the benefit of the Administrative Agent, the Lenders, the Lender Agents, the Servicer, the Collateral Agent, the Borrower,
the Account Bank, the Transferor and the Collateral Custodian that such information shall be used solely in connection with such
Excepted Person’s evaluation of, or relationship with, the Borrower and its affiliates, (ii) disclose the existence
of the Agreement, but not the financial terms thereof, (iii) disclose such information as is required by Applicable Law and
(iv) disclose the Agreement and such information in any suit, action, proceeding or investigation (whether in law or in equity
or pursuant to arbitration) involving any of the Transaction Documents for the purpose of defending itself, reducing its liability,
or protecting or exercising any of its claims, rights, remedies, or interests under or in 


 






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connection with any of the Transaction
Documents. It is understood that the financial terms that may not be disclosed except in compliance with this Section 11.13(a) include,
without limitation, all fees and other pricing terms, and all Events of Default, Servicer Termination Events, and priority of
payment provisions.


 


(b)           Anything
herein to the contrary notwithstanding, the Borrower and the Servicer each hereby consents to the disclosure of any nonpublic information
with respect to it (i) to the Administrative Agent, the Lenders, the Lender Agents, the Account Bank, the Collateral Agent
or the Collateral Custodian by each other, (ii) by the Administrative Agent, the Lenders, the Lender Agents, the Account Bank,
the Collateral Agent and the Collateral Custodian to any prospective or actual assignee or participant of any of them provided
such Person agrees to hold such information confidential, or (iii) by the Administrative Agent, the Lenders, the Lender Agents,
the Account Bank, the Collateral Agent and the Collateral Custodian to any commercial paper dealer or provider of a surety, guaranty
or credit or liquidity enhancement to any Lender or any Person providing financing to, or holding equity interests in, any Conduit
Lender, as applicable, and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, provided
each such Person is informed of the confidential nature of such information. In addition, the Lenders, the Lender Agents, the Administrative
Agent, the Collateral Agent, the Account Bank and the Collateral Custodian may disclose any such nonpublic information as required
pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings
(whether or not having the force or effect of law).


 


(c)            Notwithstanding
anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information
that is or becomes publicly known; (ii) disclosure of any and all information (a) if required to do so by any applicable
statute, law, rule or regulation, (b) following a request from any government agency or regulatory body having or claiming
authority to regulate or oversee any aspect of the Lenders’, the Lender Agents’, the Administrative Agent’s,
the Collateral Agent’s, the Account Bank’s or the Collateral Custodian’s business or that of their affiliates;
provided that to the extent permitted by Applicable Law, such Person shall use reasonable efforts to inform the Borrower
and GC Advisors LLC of such request; provided, further, that such Person shall not be required to inform the Borrower
or GC Advisors LLC of such request if the disclosure is made to a bank examiner, regulatory examiner or self-regulatory examiner
in the course of any such examiner’s examination or inspection of such Person, (c) pursuant to any subpoena, civil
investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Administrative
Agent, any Lender, any Lender Agent, the Collateral Agent, the Collateral Custodian or the Account Bank or an officer, director,
employer, shareholder or affiliate of any of the foregoing is a party; provided that to the extent permitted by Applicable
Law, such Person shall use reasonable efforts to inform the Borrower and Senior Loan FundGC
Advisors LLC of such request, (d) in any preliminary or final offering circular, registration statement or contract
or other document approved in advance by the Borrower, the Servicer or the Transferor, (e) to any affiliate, independent
or internal auditor, agent, employee or attorney of the Collateral Agent or the Collateral Custodian having a need to know the
same or (f) to any Person when required to comply with Anti-Corruption Laws and Anti-Money Laundering Laws, provided that
the disclosing party advises such recipient of the confidential nature of the information being disclosed; or (iii) any other
disclosure authorized by the Borrower, Servicer (so long as the Servicer is Senior Loan FundGC
Advisors LLC or an Affiliate thereof) or any Transferor.


 






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Section 11.14     Non-Confidentiality
of Tax Treatment. All parties hereto agree that each of them and each of their employees, representatives, and
other agents may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the
transaction and all materials of any kind (including, without limitation, opinions or other tax analyses) that are provided
to any of them relating to such tax treatment and tax structure. “Tax treatment” and “tax structure”
shall have the same meaning as such terms have for purposes of Treasury Regulation Section 1.6011-4; provided
that with respect to any document or similar item that in either case contains information concerning the tax treatment or
tax structure of the transaction as well as other information, the provisions of this Section 11.14 shall only
apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the transactions
contemplated hereby.


 


Section 11.15     Waiver
of Set Off. Each of the parties hereto hereby waives any right of setoff it may have or to which it may be
entitled under this Agreement from time to time against the Administrative Agent, the Lenders, the Lender Agents or their
respective assets.


 


Section 11.16     Headings
and Exhibits. The headings herein are for purposes of references only and shall not otherwise affect the meaning
or interpretation of any provision hereof. The schedules and exhibits attached hereto and referred to herein shall constitute
a part of this Agreement and are incorporated into this Agreement for all purposes.


 


Section 11.17     Ratable
Payments. If any Lender, whether by setoff or otherwise, shall obtain any payment (whether voluntary, involuntary,
through the exercise of any right of setoff, or otherwise) on account of Advances owing to it (other than Breakage Fees or
pursuant to Section 2.10 or Section 2.11) in excess of its ratable share of payments on account of
the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in
the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with
each of them; provided, that, if all or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according
to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered.


 


Section 11.18     Failure
of Borrower or Servicer to Perform Certain Obligations. If the Borrower or the Servicer, as applicable, fails to
perform any of its agreements or obligations under Section 5.01(t), Section 5.02(p) or Section 5.03(e),
the Administrative Agent may (but shall not be required to) itself perform, or cause performance of, such agreement or
obligation, and the expenses of the Administrative Agent incurred in connection therewith shall be payable by the Borrower or
the Servicer (on behalf of the Borrower), as applicable, upon the Administrative Agent’s demand therefor.


 






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Section 11.19     Power
of Attorney. The Borrower irrevocably authorizes the Administrative Agent and appoints the Administrative Agent as
its attorney-in-fact to act on behalf of the Borrower (i) to file financing statements necessary or desirable in the Administrative
Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Secured Parties in
the Collateral Portfolio and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing
statement with respect to the Collateral Portfolio as a financing statement in such offices as the Administrative Agent in its
sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Secured
Parties in the Collateral Portfolio. This appointment is coupled with an interest and is irrevocable.


 


Section 11.20     Delivery
of Termination Statements, Releases, etc. Upon payment in full of all of the Obligations (other than unmatured
contingent indemnification obligations) and the termination of this Agreement, the Collateral Agent shall deliver to the Borrower
termination statements, reconveyances, releases and other documents necessary or appropriate to evidence the termination of the
Pledge and other Liens securing the Obligations, all at the expense of the Borrower.


 


Section 11.21     Customer
Identification Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any other Lender)
hereby notifies the Borrower that United States law requires each United States Lender and the Administrative Agent to obtain,
verify and record information that identifies the Borrower, which information includes the name and address of the Borrower (and
certain Persons having a beneficial interest in the Borrower) and other information that will allow such Lender and the Administrative
Agent, as applicable, to identify the Borrower.


 


ARTICLE XII.


 


COLLATERAL
CUSTODIAN


 


Section 12.01     Designation
of Collateral Custodian.


 


(a)            Initial
Collateral Custodian. The role of Collateral Custodian with respect to the Required Loan Documents shall be conducted by the
Person designated as Collateral Custodian hereunder from time to time in accordance with this Section 12.01. Each
of the Borrower, the Lender Agents and the Administrative Agent hereby designate and appoint the Collateral Custodian to act as
its agent and hereby authorizes the Collateral Custodian to take such actions on its behalf and to exercise such powers and perform
such duties as are expressly granted to the Collateral Custodian by this Agreement. The Collateral Custodian hereby accepts such
agency appointment to act as Collateral Custodian pursuant to the terms of this Agreement, until its resignation or removal as
Collateral Custodian pursuant to the terms hereof..


 


(b)            Successor
Collateral Custodian. Upon the Collateral Custodian’s receipt of a Collateral Custodian Termination Notice from the
Administrative Agent of the designation of a successor Collateral Custodian pursuant to the provisions of Section 12.05,
the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder.


 


Section 12.02     Duties
of Collateral Custodian.


 


(a)           Appointment.
The Borrower, the Lender Agents and the Administrative Agent each hereby appoints Wells Fargo to act as Collateral Custodian,
for the benefit of the


 






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Secured
Parties. The Collateral Custodian hereby accepts such appointment and agrees to perform the duties and obligations with respect
thereto set forth herein.


 


(b)            Duties.
From the Closing Date until its removal pursuant to Section 12.05, the Collateral Custodian shall perform, on behalf
of the Secured Parties, the following duties and obligations:


 


(i)            The
Collateral Custodian shall take and retain custody of the Required Loan Documents delivered by the Borrower pursuant to Section 3.02(a) and Section 3.04(b) hereof
in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties. Within five
Business Days of its receipt of any Required Loan Documents, the related Loan Tape and a hard copy of the Loan Asset
Checklist, the Collateral Custodian shall review the Required Loan Documents to confirm that (A) such Required Loan
Documents have been executed by each party thereto (either an original or a copy, as indicated on the Loan Asset Checklist)
and have no missing or mutilated pages, (B) filed stamped copies of the UCC and other filings (required by the Required
Loan Documents) are included, (C) each item listed in the Loan Asset Checklist is included and verify it has been
provided to the Collateral Custodian without any missing pages or sections, and (D) the related original balance
(based on a comparison to the note or assignment agreement, as applicable), Loan Asset number and Obligor name, as
applicable, with respect to such Loan Asset is referenced on the related Loan Tape (such items (A) through
(D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the
Collateral Custodian, in connection with each delivery of Required Loan Documents hereunder to the Collateral Custodian, the
Servicer shall provide to the Collateral Custodian a hard copy (which may be preceded by an electronic copy, as applicable)
of the related Loan Asset Checklist which contains the Loan Asset information with respect to the Required Loan Documents
being delivered, identification number and the name of the Obligor with respect to such Loan Asset. Notwithstanding anything
herein to the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to
reviewing such Required Loan Documents based on the information provided on the Loan Asset Checklist. If, at the conclusion
of such review, the Collateral Custodian shall determine that (i) the original balance of the Loan Asset with respect to
which it has received Required Loan Documents is less than as set forth on the Loan Tape or the Obligor name does not match,
the Collateral Custodian shall notify the Administrative Agent and the Servicer of such discrepancy within one Business Day,
or (ii) any Review Criteria is not satisfied, the Collateral Custodian shall within one Business Day notify the Servicer
of such determination and provide the Servicer with a list of the non-complying Loan Assets and the applicable Review
Criteria that they fail to satisfy. The Servicer shall have five Business Days after notice or knowledge thereof to correct
any non-compliance with any Review Criteria. To the extent such non-compliance has not been cured within such time period,
such Loan Asset shall be deemed to be a Warranty Loan Asset and shall no longer be included in the calculation of any
Borrowing Base hereunder until such deficiency is cured. In addition, if requested in writing (in the form of Exhibit L)
by the Servicer and approved by the Administrative Agent within 10 Business Days of the Collateral Custodian’s delivery
of such report, the Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the
Borrower. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Required
Loan Documents. Notwithstanding
anything to the contrary contained herein, 


 






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the Collateral Custodian
shall have no duty or obligation with respect to any Loan Asset checklist delivered to it in electronic form.


 


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


 


(iii)          All
Required Loan Documents shall be kept in fire resistant vaults, rooms or cabinets at the locations specified on the address of
the Collateral Custodian in Section 11.02, or at such other office as shall be specified to the Administrative Agent
and the Servicer by the Collateral Custodian in a written notice delivered at least 30 days prior to such change. All Required
Loan Documents shall be placed together with an appropriate identifying label and maintained in such a manner so as to permit
retrieval and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not
commingle the physical Required Loan Documents with any other files of the Collateral Custodian other than those, if any, relating
Senior Loan Fund LLC and its Affiliates and subsidiaries.


 


(iv)          On
the Reporting Date of each month, the Collateral Custodian shall provide a written report to the Administrative Agent and the
Servicer (in a form mutually agreeable to the Administrative Agent and the Collateral Custodian) identifying each Loan Asset for
which it holds Required Loan Documents and the applicable Review Criteria that any Loan Asset fails to satisfy.


 


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


 


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


 


(ii)           The
Collateral Custodian shall promptly upon its actual receipt of a Borrowing Base Certificate from the Borrower, re-calculate the
Borrowing Base and, if the Collateral Custodian’s calculation does not correspond with the calculation provided by the Borrower
on such Borrowing Base Certificate, deliver such calculation to each of the


 






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Administrative
Agent, Borrower and Servicer within one (1) day of receipt by the Collateral Custodian of such Borrowing Base Certificate.


 


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


 


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


 


Section 12.03     Merger
or Consolidation.


 


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


 


Section 12.04     Collateral
Custodian Compensation.


 


As compensation for
its Collateral Custodian activities hereunder, the Collateral Custodian shall be entitled to the Collateral Custodian Fees from
the Borrower as set forth in the Wells Fargo Fee Letter, payable pursuant to the extent of funds available therefor pursuant to
the provisions of Section 2.04. The Collateral Custodian’s entitlement to receive the Collateral Custodian Fees
shall cease on the earlier to occur of: (i) its removal as Collateral Custodian pursuant to Section 12.05, (ii) its
resignation as Collateral Custodian pursuant to Section 12.07 of this Agreement or (iii) the termination of this
Agreement.


 


Section 12.05     Collateral
Custodian Removal.


 


The Collateral Custodian
may be removed, with or without cause, by the Administrative Agent by notice given in writing to the Collateral Custodian (the
 “Collateral Custodian Termination Notice”); provided that, notwithstanding its receipt of a Collateral


 






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Custodian Termination
Notice, the Collateral Custodian shall continue to act in such capacity until a successor Collateral Custodian has been appointed
and has agreed to act as Collateral Custodian hereunder.


 


Section 12.06     Limitation
on Liability.


 


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


 


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


 


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


 


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


 


(e)           The
Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set
forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian.


 


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


 


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


 


(h)            Subject
in all cases to the last sentence of Section 12.02(c)(i), in case any reasonable question arises as to its duties
hereunder, the Collateral Custodian may, prior to the occurrence of an Event of Default or the Facility Maturity Date, request
instructions from the Servicer and may, after the occurrence of an Event of Default or the Facility Maturity Date, request instructions
from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions
from the Servicer or the Administrative Agent, as applicable. The Collateral Custodian shall in all events have no liability,
risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent. In no event
shall the Collateral Custodian be liable for special, indirect or consequential loss or damage of any kind whatsoever (including
but not limited to lost profits), even if the Collateral Custodian has been advised of the likelihood of such loss or damage and
regardless of the form of action.


 






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(i)            In
no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because
of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared),
terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict
or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement.


 


Section 12.07     Collateral
Custodian Resignation.


 


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


 


Section 12.08     Release
of Documents.


 


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


 


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


 


(c)            Release
for Payment. Upon receipt by the Collateral Custodian of the Servicer’s request for release of documents and receipt
in the form annexed hereto as Exhibit L (which certification shall include a statement to the effect that all amounts
received in connection


 






    	 	141	 



     


    

 


with
such payment or repurchase have been credited to the Collection Account as provided in this Agreement), the Collateral Custodian
shall promptly release the related Required Loan Documents to the Servicer.


 


Section 12.09     Return
of Required Loan Documents.


 


The Borrower may, with
the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), require that the Collateral
Custodian return each Required Loan Document (a) delivered to the Collateral Custodian in error or (b) released from
the Lien of the Collateral Agent hereunder pursuant to Section 2.16, in each case by submitting to the Collateral
Custodian and the Administrative Agent a written request in the form of Exhibit L hereto (signed by both the Borrower
and the Administrative Agent) specifying the Collateral Portfolio to be so returned and reciting that the conditions to such release
have been met (and specifying the Section or Sections of this Agreement being relied upon for such release). The Collateral
Custodian shall upon its receipt of each such request for return executed by the Borrower and the Administrative Agent promptly,
but in any event within five Business Days, return the Required Loan Documents so requested to the Borrower.


 


Section 12.10     Access
to Certain Documentation and Information Regarding the Collateral Portfolio; Audits of Servicer.


 


The Collateral Custodian
shall provide to the Administrative Agent and each Lender Agent access to the Required Loan Documents and all other documentation
regarding the Collateral Portfolio including in such cases where the Administrative Agent and each Lender Agent is required in
connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to
review such documentation, such access being afforded without charge but only (i) upon two Business Days’
prior written request, (ii) during normal business hours and (iii) subject to the Servicer’s and the
Collateral Custodian’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter
at the discretion of the Administrative Agent and each Lender Agent, the Administrative Agent and each Lender Agent may review
the Servicer’s collection and administration of the Collateral Portfolio in order to assess compliance by the Servicer with
the Servicing Standard, as well as with this Agreement and may conduct an audit of the Collateral Portfolio, and Required Loan
Documents in conjunction with such a review. Such review shall be (subject to Section 5.03(d)(ii)) reasonable in scope
and shall be completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 12.10,
from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or
other auditors acceptable to the Administrative Agent to conduct, at the expense of the Borrower, a review of the Required Loan
Documents and all other documentation regarding the Collateral Portfolio.


 


Section 12.11     Bailment.


 


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


 






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[Signature pages to follow.]


 






    	 	143	 



     


    







 


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


 


	THE BORROWER:	SENIOR LOAN FUND II LLC
	 	 
	 	By: Senior Loan Fund LLC, its designated manager
	 	 
	 	 
	 	By:	 
	 	 	Name:	 Gregory Robbins
	 	 	Title:	 GCBDC Representative
	 	 	 
	 	By:	 
	 	 	Name:	Nathan Harnetiaux
	 	 	Title:	United
RGA Reinsurance Company

                                                                                                             
 
	 	 	 	Representative






 


 


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Loan and Servicing
Agreement


 



     


     


    




 


	THE SERVICER:
	 	SENIOR
LOAN FUNDGC ADVISORS LLC




	 	 
	 	 
	 	By:	 
	 	 	Name:	 Gregory Robbins
	 	 	Title:	GCBDC Representative
	 	 
	 	By:	 
	 	 	Name:	 Nathan Harnetiaux
	 	 	Title:	United Representative






 


 


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ON THE FOLLOWING PAGE]


 


 


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	THE TRANSFEROR:
	 	SENIOR LOAN FUND
LLC
	 	 
	 	 
	 	By:	 
	 	 	Name:	 Gregory
Robbins
	 	 	Title:	GCBDC Representative
	 	 
	 	By:	 
	 	 	Name:	 Nathan Harnetiaux
	 	 	Title:	United
RGA Reinsurance Company Representative







 


 


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Loan Fund II LLC


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	THE
ADMINISTRATIVE AGENT:	WELLS
FARGO BANK, N.A.
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:


 


 


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THE FOLLOWING PAGE]


 


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Loan Fund II LLC


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	INSTITUTIONAL LENDER	WELLS FARGO BANK, N.A.
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	


 


 


 


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	THE COLLATERAL AGENT:	WELLS FARGO BANK,
N. A.
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	


 


 


 


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ON THE FOLLOWING PAGE]


 


 


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LLC


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	THE ACCOUNT BANK:	WELLS FARGO BANK,
N. A.
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	


 


 


 


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	THE COLLATERAL CUSTODIAN:	WELLS FARGO BANK,
N. A.
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	


 


 


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Loan and Servicing Agreement


 






    


     


    

 


SCHEDULE I


 


CONDITIONS PRECEDENT DOCUMENTS


 


As required by Section 3.01
of the Agreement, each of the following items must be delivered to the Administrative Agent and the Lender Agents prior to
the effectiveness of the Agreement:


 


(a)            A
copy of this Agreement duly executed by each of the parties hereto;


 


(b)            A
certificate of the Secretary or Assistant Secretary of each of the Borrower, the Servicer and the Transferor, dated the date of
this Agreement, certifying (i) the names and true signatures of the incumbent officers of such Person authorized to sign
on behalf of such Person the Transaction Documents to which it is a party (on which certificate the Administrative Agent, the
Lenders and the Lender Agents may conclusively rely until such time as the Administrative Agent and the Lender Agents shall receive
from the Borrower, the Servicer or the Transferor, as applicable, a revised certificate meeting the requirements of this paragraph
(b)(i)), (ii) that the copy of the certificate of formation of such Person, as applicable, is a complete and correct copy
and that such certificate of formation have not been amended, modified or supplemented and are in full force and effect, (iii) that
the copy of the limited liability company agreement of such Person is a complete and correct copy, and that such limited liability
company agreement has not been amended, modified or supplemented and are in full force and effect, and (iv) the resolutions
of the board of directors of such Person approving and authorizing the execution, delivery and performance by such Person of the
Transaction Documents to which it is a party;


 


(c)            A
good standing certificate, dated as of a recent date for each of the Borrower, the Servicer and the Transferor issued by the Secretary
of State of such Person’s State of formation or organization, as applicable;


 


(d)            Duly
executed Powers of Attorney from the Borrower and the Servicer;


 


(e)            Duly
executed Variable Funding Note(s);


 


(f)            Financing
statements (the “Facility Financing Statements”) describing the Collateral Portfolio, and (i) naming the
Borrower as debtor and the Collateral Agent, on behalf of the Secured Parties, as secured party, (ii) naming the Transferor
as debtor, the Borrower as assignor and the Collateral Agent, on behalf of the Secured Parties, as secured party/total assignee
and (iii) other, similar instruments or documents, 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 Collateral Agent’s, on behalf of the
Secured Parties, interests in all Collateral Portfolio;


 


(g)            Financing
statements, if any, necessary to release all security interests and other rights of any Person in the Collateral Portfolio previously
granted by the Transferor;


 


(h)            Copies
of tax and judgment lien searches in all jurisdictions reasonably requested by the Administrative Agent and requests for information
(or a similar UCC search report certified


 






     


     


    

 


by
a party acceptable to the Administrative Agent), dated a date reasonably near to the Closing Date, and with respect to such requests
for information or UCC searches, listing all effective financing statements which name the Borrower (under its present name and
any previous name) and the Transferor (under its present name and any previous name) as debtor(s) and which are filed in
the jurisdiction of Delaware, as applicable, together with copies of such financing statements (none of which shall cover any
Collateral Portfolio);


 


(i)            One
or more favorable Opinions of Counsel of counsel to the Borrower, acceptable to the Administrative Agent and addressed to the
Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to such matters as the Administrative
Agent may reasonably request (including an opinion, with respect to the first priority perfected security interest of the Collateral
Agent, for the benefit of the Secured Parties, in the Collateral Portfolio);


 


(j)            One
or more favorable Opinions of Counsel of counsel to the Borrower, acceptable to the Administrative Agent and addressed to the
Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to the true sale of the Collateral
Portfolio under the Purchase and Sale Agreement and that the Borrower would not be substantively consolidated with the Transferor
in a proceeding under the Bankruptcy Code;


 


(k)            One
or more favorable Opinions of Counsel of counsel to the Borrower, acceptable to the Administrative Agent and addressed to the
Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, among other things, the due authorization,
execution and delivery of, and enforceability of, this Agreement and the other Transaction Documents to which the Borrower is
a party;


 


(l)            One
or more favorable Opinions of Counsel of counsel to the Servicer, acceptable to the Administrative Agent and addressed to the
Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, among other things, the due authorization,
execution and delivery of, and enforceability of, this Agreement and the other Transaction Documents to which the Servicer is
a party;


 


(m)            One
or more favorable Opinions of Counsel of counsel to the Transferor, acceptable to the Administrative Agent and addressed to the
Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, among other things, the due authorization,
execution and delivery of, and enforceability of, this Agreement and the other Transaction Documents to which the Transferor is
a party;


 


(n)            One
or more favorable Opinions of Counsel of New York counsel to the Borrower, acceptable to the Administrative Agent and addressed
to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, all matters under New York
law regarding the due authorization, execution and delivery of, and enforceability of each of the Transaction Documents, not covered
by above;


 


(o)            One
or more favorable Opinions of Counsel of New York counsel to the Servicer, acceptable to the Administrative Agent and addressed
to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, all matters under New York
law


 






    	 	Sch. I-2	 



     


    

 


regarding
the due authorization, execution and delivery of, and enforceability of each of the Transaction Documents, not covered by above;


 


(p)            One
or more favorable Opinions of Counsel of New York counsel to the Transferor, acceptable to the Administrative Agent and addressed
to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, all matters under New York
law regarding the due authorization, execution and delivery of, and enforceability of each of the Transaction Documents, not covered
by above;


 


(q)            Duly
completed copies of IRS Form W-9 (or any successor forms or other certificates or statements that may be required from time
to time by the relevant United States taxing authorities or Applicable Law) for the Borrower; and


 


(r)            A
copy of each of the other Transaction Documents duly executed by the parties thereto.


 






    	 	Sch. I-3	 



     


    

 


SCHEDULE II


 


APPROVED REPLACEMENT
SERVICER


 


Any entity listed below (or an Affiliate
thereof) shall be an Approved Replacement Servicer:


 


[Reserved]


 


AEA Middle Market Debt Management LP


 


Ivy Hill Asset Management L.P.


 


Ares Capital Corporation


 


Audax Management Company (NY), LLC


 


Fortress Investment Group LLC


 


GSO/Blackstone Debt Funds Management LLC


 


Madison Capital Funding LLC


 


NewStar Financial Inc.


 


NXT Capital, LLC


 






    


     


    

 


SCHEDULE III


 


ELIGIBILITY CRITERIA


 


The representations
and warranties set forth in this Schedule III (other than any individual clause listed below that the Administrative Agent in
its sole discretion has, prior to the applicable Cut-Off Date, waived in writing with respect to such Loan Asset, which waiver
shall solely be for the specific fact or circumstance that existed at the time of such waiver) are made by the Borrower and the
Servicer under the Loan and Servicing Agreement and the Transferor under the Purchase and Sale Agreement, with respect to all
Loan Assets which are designated as being Eligible Loan Assets on any Borrowing Base Certificate or are otherwise represented
to the Administrative Agent, the Lenders or the Lender Agents as being Eligible Loan Assets, or are included as Eligible Loan
Assets in any calculation set forth in the Agreement to which this Schedule III is attached.


 


1.            Each
such Loan Asset is a Middle Market Loan or Broadly Syndicated Loan evidenced by a note or a credit document and (other than in
the case of any Loan Asset acquired or funded directly by the Borrower at origination) an assignment document in the form specified
in the applicable credit agreement or, if no such specification, on the LSTA assignment form. Each such Loan Asset and the Portfolio
Assets related thereto is subject to a valid, subsisting and enforceable first priority perfected security interest (subject only
to Permitted Liens) in favor of the Collateral Agent, on behalf of the Secured Parties, and the Borrower has good and marketable
title to such Loan Asset and the Portfolio Assets related thereto, free and clear of all Liens other than any Permitted Liens.


 


2            The
Obligor with respect to each such Loan Asset is organized under the laws of the United States or any state thereof or Canada.


 


3.            Each
such Loan Asset is denominated in United States dollars.


 


4.            No
such Loan Asset is Margin Stock.


 


5.            The
acquisition of such Loan Asset does not cause the Borrower or the assets constituting the Collateral Portfolio to be required
to be registered as an investment company under the 1940 Act.


 


6.            No
such Loan Asset is a financing by a debtor-in-possession in any Bankruptcy Proceeding.


 


7.            No
such Loan Asset is principally secured by real estate.


 


8.            Each
such Loan Asset constitutes a legal, valid, binding and enforceable obligation of the Obligor thereunder and each guarantor thereof,
enforceable against each such Person in accordance with its terms, subject to usual and customary bankruptcy, insolvency and equity
limitations and there are no conditions precedent to the enforceability or validity of the Loan Asset that have not been satisfied
or validly waived.


 


9.            Each
such Loan Asset is in the form of, and is treated as, indebtedness for federal income tax purposes.


 






    	 	Sch. III-1	 



     


    

 


10.            As
of the related Cut-Off Date and at any time prior to the related Cut-Off Date (i) such Loan Asset is and has been current
on all interest and principal payments under the terms of the related Loan Agreement and (ii) there has been no (a) “event
of default” (as defined in the related Loan Agreement) or (b) any other default, breach, violation or event permitting
acceleration (provided that the existence of any financial default shall be determined as of the most recent financial report
provided by the applicable Obligor) under the terms of any such Loan Asset (of which the Transferor has actual knowledge) that,
in each of the foregoing cases, has not been cured or waived, unless otherwise approved by the Administrative Agent in writing.


 


11.            As
of the related Cut-Off Date, the acquisition of each such Loan Asset by the Borrower, and the Pledge of each such Loan Asset,
has been approved by the Administrative Agent in its sole and absolute discretion.


 


12.            The
Obligor with respect to each such Loan Asset is not an Affiliate of the Servicer or the Transferor with respect to such Loan Asset.


 


13.            The
acquisition of any such Loan Asset by the Borrower or the Pledge thereof would not, in the Administrative Agent’s commercially
reasonable judgment, (i) violate any Applicable Law or (ii) cause the Administrative Agent, the Lenders or the Lender
Agents to fail to comply with any request or directive (whether or not having the force of law) from any banking or other Governmental
Authority having jurisdiction over the Administrative Agent, the Lenders or the Lender Agents.


 


14.            No
such Loan Asset contravenes any Applicable Law and no part thereof is in violation of any Applicable Law.


 


15.            Pursuant
to the Loan Agreement with respect to such Loan Asset, either (i) such Loan Asset is freely assignable to the Borrower and
able to be Pledged to the Collateral Agent, on behalf of the Secured Parties, without the consent of the Obligor or (ii) (a) all
consents necessary for assignment of such Loan Asset to the Borrower and Pledge to the Collateral Agent for the benefit of the
Secured Parties have been obtained and (b) the Loan Agreement provides that any consents necessary for future assignments
shall not be unreasonably withheld by the applicable Obligor and/or agent, and the rights to enforce rights and remedies in respect
of the same under the applicable Loan Agreement inure to the benefit of the holder of such Loan Asset (subject to the rights of
any applicable agent or other lenders).


 


16.            The
funding obligations for each such Loan Asset and the Loan Agreement under which such Loan Asset was created have been fully satisfied
and all sums available thereunder have been fully advanced, or if such Loan Asset is a Revolving Loan Asset or Delayed Draw Loan
Asset, either (i) the Borrower shall have or have caused to be, at the time of the sale of such Loan Asset to the Borrower,
deposited into the Unfunded Exposure Account an amount in United States dollars equal to the Unfunded Exposure Equity Amount or
(ii) the Unfunded Exposure Equity Amount with respect to such Loan Asset shall not create a Borrowing Base Deficiency.


 


17.            No
such Loan Asset is the subject of any assertions in respect of any litigation, right of rescission, set-off, counterclaim or defense,
including the defense of usury, by the related Obligor, nor will the operation of any of the terms of the Loan Agreements, or
the exercise of any


 






    	 	Sch. III-2	 



     


    

 


right thereunder, render the Loan Agreements unenforceable in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto, and the Loan Agreements with respect to the Loan Asset provide for an affirmative
waiver by the related Obligor of all rights of rescission, set-off and counterclaim against the Transferor and its assignees.


 


18.            With
respect to each such Loan Asset acquired by the Borrower from the Transferor under the Purchase and Sale Agreement, by the Cut-Off
Date on which such Loan Asset is Pledged under the Loan and Servicing Agreement and on each day thereafter, the Transferor will
have caused its master computer records relating to such Loan Asset to be clearly and unambiguously marked to show that such Loan
Asset has been sold to the Borrower.


 


19.            No
such Loan Asset has been repaid, prepaid, satisfied or rescinded, in each case, in full.


 


20.            No
such Loan Asset has been sold, transferred, assigned or pledged by the Borrower to any Person other than the Collateral Agent
for the benefit of the Secured Parties.


 


21.            Such
Loan Asset is not subject to withholding tax unless the Obligor thereon is required under the terms of the related Loan Agreement
to make “gross-up” payments that cover the full amount of such withholding tax on an after-tax basis in the event
of a Change of Tax Law. The transfer, assignment and conveyance of such Loan Asset (and the other Portfolio Assets related thereto)
from the Transferor to the Borrower pursuant to the Purchase and Sale Agreement, is not subject to and will not result in any
fee or governmental charge (other than income taxes) payable by the Borrower to any federal, state or local government.


 


22.            The
Obligor with respect to such Loan Asset (and any guarantor of such Obligor’s obligations thereunder), had full legal capacity
to execute and deliver the Loan Agreement which creates such Loan Asset and any other documents related thereto.


 


23.            The
Obligor of each such Loan Asset is not a Government Authority.


 


24.            Each
such Loan Asset which was acquired by the Transferor (i) was originated or acquired by the Transferor in the ordinary course
of the Transferor’s business and, to the extent required by Applicable Law, the Transferor has all necessary licenses and
permits to originate or acquire such Loan Asset in the State where the Obligor was located (to the extent required by Applicable
Law), and (ii) was sold by the Transferor to the Borrower under the Purchase and Sale Agreement and, to the extent required
by Applicable Law, the Borrower has all necessary licenses and permits to purchase and own such Loan Assets and enter into Loan
Agreements pursuant to which such Loan Asset was created, in the State where the Obligor is located (to the extent required by
Applicable Law).


 


25.            There
are no proceedings pending or, to the Borrower’s knowledge, threatened (i) asserting insolvency of the Obligor of such
Loan Asset, or (ii) wherein the Obligor of such Loan Asset, any other obligated party or any governmental agency has alleged
that such Loan Asset or the Loan Agreement which creates such Loan Asset is illegal or unenforceable.


 






    	 	Sch. III-3	 



     


    

 


26.            Each
such Loan Asset requires the related Obligor to pay all maintenance, repair, insurance and taxes, together with all other ancillary
costs and expenses, with respect to the related Underlying Collateral.


 


27.            To
the knowledge of the Borrower, the Underlying Collateral related to each such Loan Asset has not, and will not, be used by the
related Obligor in any manner or for any purpose which would result in any material risk of liability being imposed upon the Transferor,
the Borrower or the Lenders under any federal, state, local or foreign laws, common laws, statutes, codes, ordinances, rules,
regulations, permits, judgments, agreements or order related to addressing the environment, health or safety.


 


28.            Each
such Loan Asset has an original term to maturity of not greater than seven (7) years.


 


29.            Each
such Loan Asset does not contain confidentiality restrictions that would prohibit the Lenders, the Lender Agents or the Administrative
Agent from accessing all necessary information (as required to be provided pursuant to the Transaction Documents) with regards
to such Loan Asset so long as the Lenders, the Lender Agents or the Administrative Agent, as applicable, have agreed to maintain
the confidentiality of such information in accordance with the provisions of such Loan Agreements.


 


30.            (i) Each
such Loan Asset has a current cash coupon payable at least quarterly and (ii) each such Loan Asset (other than a Broadly
Syndicated Loan) has a current cash coupon of at least (x) 3.00% if such Loan Asset is a floating rate Loan Asset or (y) 7.00%
if such Loan Asset is a fixed rate Loan Asset.


 


31.            Each
such Loan Asset (i) was originated and underwritten, or purchased and re-underwritten, by the Servicer including, without
limitation, the completion of a due diligence and, if applicable, a collateral assessment and (ii) is being serviced by the
Servicer in accordance with the Servicing Standard.


 


32.            All
of the (x) Required Loan Documents (other than the Transferor Agented Required Loan Documents) and the Loan Asset Checklist,
acceptable to the Administrative Agent and the Transferor, with respect to such Loan Asset have been, or will be, delivered to
the Collateral Custodian within five Business Days of the applicable Cut-Off Date and (y) the Transferor Agented Required
Loan Documents will be in the possession of the Collateral Custodian within thirty days of any related Cut-Off Date as to any
Loan Assets, and all Servicing Files are being or shall be maintained at the principal place of business of the Servicer in accordance
with documented safety procedures approved by the Administrative Agent.


 


33.            Each
such Loan Asset is not an extension of credit by the Transferor to the Obligor for the purpose of (i) making any past due
principal, interest or other payments due on such Loan Asset, (ii) preventing such Loan Asset or any other loan to the related
Obligor from becoming past due or (iii) preventing such Loan Asset from becoming defaulted.


 


34.            The
Obligor with respect to such Loan Asset, on the applicable date of determination, (i)  is a business organization (and not
a natural person) duly organized and validly existing under the laws of its jurisdiction of organization; (ii) is a legal
operating entity or holding


 






    	 	Sch. III-4	 



     


    

 


company; (iii) has not entered into the Loan Asset primarily for personal, family or household
purposes; and (iv) is not the subject of a Bankruptcy Event, and, as of the related Cut-Off Date, such Obligor is not in
financial distress and has not experienced a material adverse change in its condition, financial or otherwise, in each case, as
determined by the Servicer in its reasonable discretion unless approved in writing by the Administrative Agent.


 


35.            All
information provided by the Borrower or the Servicer to the Administrative Agent in writing with respect to such Loan Asset is
true and correct in all material respects as of the date such information is provided; provided that, solely with respect
to written or electronic information from an Obligor, such information need only be accurate, true and correct to the knowledge
of the Borrower; provided, further, that the foregoing proviso shall not apply to any information presented in a Servicer’s
Certificate, Servicing Report, Notice of Borrowing or Borrowing Base Certificate, it being understood that any Senior Leverage
Ratio or Interest Coverage Ratio included in a Servicing Report which is calculated by the Servicer in good faith using information
from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant
Obligor as per the requirements of the related Loan Agreement shall be deemed to be true and correct in all material respects
for purposes of this representation.


 


36.            Each
such Loan Asset is not an Equity Security and does not provide for the conversion into an Equity Security at any time on or after
the date it is included as part of the Collateral Portfolio.


 


37.            No
selection procedure adverse to the interests of the Secured Parties was utilized by the Borrower in the selection of such Loan
Asset for inclusion in the Collateral Portfolio.


 


38.            Each
Broadly Syndicated Loan is not a PIK Loan Asset.


 


39.            Each
such Loan Asset is not a participation interest in all or a portion of a loan (for the avoidance of doubt, a syndication or co-lending
interest which is not documented as a participation interest shall not be deemed a participation interest).


 


40.            Immediately
after giving effect to the acquisition by the Borrower of such Loan Asset, the aggregate amount of all unfunded commitments associated
with the Eligible Loan Assets of the Borrower shall not exceed the greater of (i) 10% of the sum of (x) the aggregate
Adjusted Borrowing Value plus (y) any amounts on deposit in the Principal Collection Account or (ii) $11,250,000; provided
that solely for purposes of this clause 40, any Revolving Loan Asset shall be deemed to be fully unfunded.


 


41.            After
giving effect to such purchase or reclassification, the aggregate Adjusted Borrowing Value of all Eligible Loan Assets included
in the Collateral Portfolio that are Broadly Syndicated Loans shall not exceed 30.0% of the aggregate Adjusted Borrowing Value
of all Eligible Loan Assets (the “BSL Limit”); provided that the BSL Limit may be increased in the sole
discretion of the Administrative Agent.


 






    	 	Sch. III-5	 



     


    

 


SCHEDULE IV


 


AGREED-UPON PROCEDURES FOR

INDEPENDENT PUBLIC ACCOUNTANTS


 


In accordance with Section 6.10
of the Loan and Servicing Agreement, the Servicer will cause a firm of nationally recognized independent public accountants
to furnish in accordance with attestation standards established by the American Institute of Certified Public Accountants a report
to the effect that such accountants have either verified, compared, or recalculated each of the following accounts in the Servicing
Report to applicable system or records of the Servicer:


 


		·	Loan Tape:



 


		o	Senior
                                         Leverage Ratio for such Loan Asset for the most recent Relevant Test Period



 


		o	Interest
                                         Coverage Ratio as of the applicable Cut-Off Date for such Loan and for the most recent
                                         Relevant Test Period



 


		o	Days
                                         delinquent



 


		o	Scheduled
                                         maturity date



 


		o	Rate
                                         of interest (and reference rate)



 


		o	Outstanding
                                         Balance



 


		o	Industry
                                         Classification



 


		o	Par
                                         amount



 


		o	Adjusted
                                         Borrowing Value



 


		·	Borrowing Base



 


		·	Advances Outstanding



 


		·	Compare Principal
                                         Collections, Interest Collections and amounts on deposit in the Unfunded Exposure
                                         Account to the actual balances reflected by the Account Bank



 


		·	Discretionary
                                         Sales Calculations, Substitution Calculations, Lien Release Dividend Calculations



 


At the discretion of the nationally recognized
independent public accountant, three random Servicing Reports from the fiscal year will be chosen and reviewed.


 


The report provided by the accountants
may be in a format such typically utilized for a report of this nature, however it will consist of at a minimum, (i) a list
of deviations from the Servicing Report and (ii) discuss with the Servicer the reason for such deviations, and set forth
the findings in such report.


 






    


     


    

 


SCHEDULE V


 


LOAN TAPE


 


For each Loan Asset, the Borrower shall
provide, as applicable, the following information and the applicable Loan Tape:


 


(a)            Loan
Asset Number


 


(b)            Obligor
Name


 


(c)            Loan
Asset Type (Broadly Syndicated or Middle Market)


 


(d)            Calculation
of the Senior Leverage Ratio as of the applicable Cut-Off Date for such Loan Asset and for the most recent Relevant Test Period


 


(e)            Calculation
of the Total Leverage Ratio for the most recent Relevant Test Period for such Loan Asset


 


(f)            Calculation
of the Interest Coverage Ratio as of the applicable Cut-Off Date for such Loan and for the most recent Relevant Test Period


 


(g)            Trailing
twelve month EBITDA


 


(h)            Days
delinquent


 


(i)            Scheduled
maturity date


 


(j)            Rate
of interest (and reference rate)


 


(k)            LIBOR
floor (if applicable)


 


(l)            Outstanding
Balance


 


(m)            Any
Unfunded Exposure Amount (if applicable)


 


(n)            Par
amount


 


(o)            Assigned
Value


 


(p)            Adjusted
Borrowing Value


 


(q)            Industry
classification


 


(r)            Whether
such Loan Asset has been subject to a Value Adjustment Event (and of what type)


 


(s)            Whether
such Loan Asset has been subject to a Material Modification


 






    


     


    

 


(t)            The
Cut-Off Date for such Loan Asset


 


(u)            PIK
Percentage


 


(v)            Applicable
Percentage


 


(w)            Cash
taxes (as of the most recent fiscal year-end)


 


(x)            Maintenance
capital expenditures (as of the most recent fiscal year-end)


 


(y)            Cash
used in the Senior Leverage Ratio and Total Leverage Ratio calculations


 


(z)            Gross
total debt for the most recent Relevant Test Period


 


(aa)         Most
recent fiscal year end


 






    	 	Sch. V-2	 



     


    

 


ANNEX A


 


	Conduit Lender	Commitment
	 	 
	 	 
	Institutional Lender	Commitment
	Wells Fargo Bank, N.A.	$104,700,000 


 






    	 	Annex A-1