Exhibit 10.1


 


EXECUTION VERSION


 


 








 


CREDIT AND
SECURITY AGREEMENT


 


among


 


OXFORD SQUARE FUNDING 2018, LLC,


as Borrower,


 


THE LENDERS FROM TIME TO TIME PARTIES HERETO,


 


CITIBANK, N.A.,


as Administrative Agent,


 


OXFORD SQUARE CAPITAL CORP.,


as Equityholder,


 


THE BANK OF NEW YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION,


as Collateral Agent and as Custodian


 


and


 


OXFORD SQUARE CAPITAL CORP.,


as Collateral Manager


 


 






 


Dated as of June 21, 2018


 


 








 




     


     


    

 


TABLE OF
CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; COMPUTATIONS	1
	 	 	 
	Section 1.01.	Definitions	1
	Section 1.02.	Rules of Construction	42
	Section 1.03.	Computation of Time Periods	43
	Section 1.04.	Collateral Value Calculation Procedures	43
	 	 	 
	ARTICLE II ADVANCES	44
	 	 	 
	Section 2.01.	Advances	44
	Section 2.02.	Making of the Advances	44
	Section 2.03.	Evidence of Indebtedness; Notes	45
	Section 2.04.	Payment of Principal and Interest	45
	Section 2.05.	Prepayment of Advances	46
	Section 2.06.	Commitments	47
	Section 2.07.	Maximum Lawful Rate	47
	Section 2.08.	Several Obligations	48
	Section 2.09.	Increased Costs	48
	Section 2.10.	Compensation; Breakage Payments	49
	Section 2.11.	Illegality; Inability to Determine Rates	50
	Section 2.12.	Prepayment Fee	50
	Section 2.13.	Rescission or Return of Payment	51
	Section 2.14.	Post-Default Interest	51
	Section 2.15.	Payments Generally	51
	Section 2.16.	Replacement of Lenders	52
	Section 2.17.	Right of Setoff	53
	Section 2.18.	Contractual Currency	53
	Section 2.19.	Lending Offices; Changes Thereto	54
	 	 	 
	ARTICLE III CONDITIONS PRECEDENT	54
	 	 	 
	Section 3.01.	Conditions Precedent to the Making of the Advances	54
	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES	56
	 	 	 
	Section 4.01.	Representations and Warranties of the Borrower	56
	Section 4.02.	Representations and Warranties of the Collateral Manager and the Equityholder	61
	Section 4.03.	Representations and Warranties of the Collateral Agent and the Custodian.	63
	 	 	 
	ARTICLE V COVENANTS	63
	 	 	 
	Section 5.01.	Affirmative Covenants of the Borrower	63
	Section 5.02.	Negative Covenants of the Borrower	69
	Section 5.03.	Affirmative Covenants of the Collateral Manager and the Equityholder	72
	Section 5.04.	Negative Covenants of the Collateral Manager and the Equityholder	73
	Section 5.05.	Certain Undertakings Relating to Separateness	74
	 	 	 
	ARTICLE VI EVENTS OF DEFAULT	75
	 	 	 
	Section 6.01.	Events of Default	75


 




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TABLE OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	Section 6.02.	Remedies.	77
	Section 6.03.	Power of Attorney.	78
	 	 	 
	ARTICLE VII PLEDGE OF COLLATERAL; RIGHTS OF THE COLLATERAL AGENT	79
	 	 	 
	Section 7.01.	Grant of Security	79
	Section 7.02.	Release of Security Interest	80
	Section 7.03.	Rights and Remedies	81
	Section 7.04.	Remedies Cumulative	81
	Section 7.05.	Related Documents	82
	Section 7.06.	Borrower Remains Liable	82
	Section 7.07.	Protection of Collateral	82
	 	 	 
	ARTICLE VIII ACCOUNTS, ACCOUNTINGS AND RELEASES	83
	 	 	 
	Section 8.01.	Collection of Money	83
	Section 8.02.	Collection Account	83
	Section 8.03.	Payment Account	84
	Section 8.04.	The Unfunded Reserve Account; Fundings	84
	Section 8.05.	The Cash Diversion Reserve Account	85
	Section 8.06.	The Custodial Account	85
	Section 8.07.	Reinvestment of Funds in Covered Accounts; Reports by Collateral Agent	86
	Section 8.08.	Accountings	86
	Section 8.09.	Release of Collateral	87
	Section 8.10.	Reports by Independent Accountants	88
	 	 	 
	ARTICLE IX APPLICATION OF FUNDS	89
	 	 	 
	Section 9.01.	Disbursements of Funds from Payment Account	89
	 	 	 
	ARTICLE X SALE OF COLLATERAL LOANS; PURCHASE OF ADDITIONAL COLLATERAL LOANS	91
	 	 	 
	Section 10.01.	Sales of Collateral Loans	91
	Section 10.02.	Purchases of Additional Collateral Loans.	92
	Section 10.03.	Conditions Applicable to All Sale and Purchase Transactions	92
	Section 10.04.	Additional Equity Contributions	93
	Section 10.05.	Transfer of Warranty Collateral Loans.	93
	 	 	 
	ARTICLE XI THE AGENTS	93
	 	 	 
	Section 11.01.	Authorization and Action	93
	Section 11.02.	Delegation of Duties	94
	Section 11.03.	Agents’ Reliance, Etc.	94
	Section 11.04.	Indemnification	96
	Section 11.05.	Successor Agents	97
	 	 	 
	ARTICLE XII MISCELLANEOUS	97
	 	 	 
	Section 12.01.	No Waiver; Modifications in Writing	97
	Section 12.02.	Notices, Etc.	98
	Section 12.03.	Taxes	99
	Section 12.04.	Costs and Expenses; Indemnification	103
	Section 12.05.	Execution in Counterparts	104


 




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TABLE OF CONTENTS

(continued)


 


	 	 	Page
	 	 	 
	Section 12.06.	Assignability	104
	Section 12.07.	Governing Law	106
	Section 12.08.	Severability of Provisions	106
	Section 12.09.	Confidentiality	107
	Section 12.10.	Merger	107
	Section 12.11.	Survival	107
	Section 12.12.	Submission to Jurisdiction; Waivers; Etc.	108
	Section 12.13.	IMPORTANT WAIVERS	109
	Section 12.14.	PATRIOT Act Notice	109
	Section 12.15.	Legal Holidays	109
	Section 12.16.	Non-Petition	110
	Section 12.17.	Waiver of Setoff	110
	Section 12.18.	Option to Acquire Rating	110
	Section 12.19.	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	110
	 	 	 
	ARTICLE XIII	111
	 	 	 
	CUSTODIAN	111
	 	 	 
	Section 13.01.	Appointment of Custodian	111
	Section 13.02.	Duties of Custodian	111
	Section 13.03.	Delivery of Collateral Loans to Custodian.	112
	Section 13.04.	Release of Documents/Control By Agents.	112
	Section 13.05.	Records.	113
	Section 13.06.	Reporting	113
	Section 13.07.	Certain General Terms	113
	Section 13.08.	Compensation of Custodian	115
	Section 13.09.	Responsibility of Custodian	115
	Section 13.10.	Resignation and Removal; Appointment of Successor.	118
	 	 	 
	ARTICLE XIV	119
	 	 	 
	COLLATERAL MANAGEMENT	119
	 	 	 
	Section 14.01.	Designation of the Collateral Manager	119
	Section 14.02.	Duties of the Collateral Manager	120
	Section 14.03.	Authorization of the Collateral Manager	121
	Section 14.04.	Realization Upon Defaulted Collateral Loans	121
	Section 14.05.	Compensation	122
	Section 14.06.	Expense Reimbursement; Indemnification	122
	Section 14.07.	The Collateral Manager Not to Resign; Assignment; Collateral Manager Default	123


 




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SCHEDULES


 


	Schedule 1	Commitments and Percentages
	Schedule 2	Contents of Monthly Report
	Schedule 3	Contents of Payment Date Report
	Schedule 4	Information Obligations
	Schedule 5	Initial Collateral Loans
	Schedule 6	Notice Information
	Schedule 7	Authorized Persons


 


EXHIBITS


 


	Exhibit A	Form of Notice of Borrowing (with attached form of Borrowing Base Calculation)
	Exhibit B	Form of Notice of Prepayment
	Exhibit C	Form of Assignment and Acceptance
	Exhibit D	Form of Note
	Exhibit E	Forms of Tax Compliance Certificates



 



    	iv



     


    

 


CREDIT AND
SECURITY AGREEMENT


 


CREDIT AND SECURITY
AGREEMENT, dated as of June 21, 2018, among OXFORD SQUARE FUNDING 2018, LLC, a Delaware limited liability company, as borrower
(the “Borrower”), OXFORD SQUARE CAPITAL CORP., a Maryland corporation, as the sole equityholder of the
Borrower (in such capacity, the “Equityholder”), the LENDERS from time to time party hereto, CITIBANK,
N.A. (“Citibank”), as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity,
the “Administrative Agent”), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (“BNYM”),
as collateral agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Collateral Agent”)
and as collateral custodian for the Secured Parties (in such capacity, the “Custodian”) and OXFORD SQUARE CAPITAL
CORP., a Maryland corporation, as collateral manager (in such capacity, the “Collateral Manager”).


 


WITNESSETH:


 


WHEREAS, the Borrower
desires that the Lenders make advances on the closing date of this Agreement on the terms and subject to the conditions set forth
in this Agreement; and


 


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


 


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


 


ARTICLE
I

DEFINITIONS; RULES OF CONSTRUCTION; COMPUTATIONS


 


Section 1.01.         Definitions


 


As used in this Agreement,
the following terms shall have the meanings indicated:


 


“Account Control
Agreement” means the Account Control Agreement, dated as of the Closing Date, among the Borrower, the Collateral Agent
and BNYM, as the Securities Intermediary, as the same may be amended, modified, waived, supplemented or restated from time to time.


 


“Adjusted
Eurodollar Rate” means, for any Interest Accrual Period, an interest rate per annum equal to the greater of (a)
a fraction, expressed as a percentage, (i) the numerator of which is equal to the LIBOR Rate for such Interest Accrual Period and
(ii) the denominator of which is equal to 100% minus the Eurodollar Reserve Percentage for such Interest Accrual Period
and (b) 0.0%.


 


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


 


“Administrative
Agent and Lender Expenses” means the fees, expenses and indemnities of the Borrower (or any Permitted Subsidiary) due
or accrued with respect to any Payment Date and payable pursuant to the Facility Documents, in the following order: (a) to the
Administrative Agent (or related indemnified party) and (b) any Lender (or related indemnified party).


 




     


     


    

 


“Administrative
Expense Cap” means, for any Payment Date, an amount equal (when taken together with any Administrative Expenses paid
during the period since the preceding Payment Date or, in the case of the first Payment Date, the Closing Date) to $100,000 per
annum, pro-rated for the related Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed.


 


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


 


(a)          first,
to the Collateral Agent, the Collateral Administrator, the Custodian and the Securities Intermediary, the Collateral Agent Fee
in an amount not to exceed $15,000 for such Payment Date and any other amounts and indemnities payable to such entities pursuant
to the Facility Documents; and


 


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


 


(i)          the
Independent Accountants, agents (other than the Collateral Manager) and counsel of the Borrower (or any Permitted Subsidiary) for
fees and expenses related to the Collateral and the Facility Documents;


 


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


 


(iii)        indemnification
obligations owing by the Borrower or any Permitted Subsidiary to the Borrower’s or any Permitted Subsidiary’s directors
under its Constituent Documents;


 


provided that, for the avoidance
of doubt, (1) amounts that are expressly payable to any Person under the Priority of Payments in respect of an amount that is stated
to be payable as an amount other than as Administrative Expenses (including Interest and principal and other amounts owing in respect
of the Advances and any Collateral Management Fee) shall not constitute Administrative Expenses and (2) expenses paid for on the
Closing Date with proceeds of the Advances shall not constitute Administrative Expenses.


 


“Advance”
has the meaning assigned to such term in Section 2.01.


 


“Advances
Outstanding” means, as of any date of determination, the aggregate principal amount of all Advances outstanding on such
date, after giving effect to all repayments of Advances made on or prior to such date and any new Advances made on such date.


 


“Adviser”
means Oxford Square Management, LLC, and its successors and assigns.


 


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


 


“Affiliate”
means, in respect of a referenced Person, another Person Controlling, Controlled by or under common Control with such referenced
Person; provided that a Person shall not be deemed to be an “Affiliate” of an Obligor solely because it is under
the common ownership or Control of the same financial sponsor or affiliate thereof as such Obligor (except if any such Person or
Obligor provides collateral for, guarantees or otherwise supports the obligations of the other such Person or Obligor).


 


“Agents”
means, collectively, the Administrative Agent and the Collateral Agent.


 




    	 	2	 



     


    

 


“Aggregate
Original Asset Value” means, at any date of determination, the sum of the Original Asset Values of all Eligible Loans
included in the Collateral at such date.


 


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


 


“Agreement”
means this Credit and Security Agreement.


 


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


 


“Applicable
Margin” means 2.25% per annum.


 


“Asset Value”
means, with respect to any Collateral Loan, the amount equal to the net cash proceeds that would be received from the sale
of such Collateral Loan, as determined by the Administrative Agent.


 


If the Collateral Manager
disputes the Asset Value of any Collateral Loan, as determined by the Administrative Agent, then the Collateral Manager may (at
the sole expense of the Borrower), no later than the Dispute Deadline (as defined below), (i) designate at least one nationally
recognized dealer active in the trading of such loan and (ii) provide to the Administrative Agent a Firm Bid with respect to not
less than the principal amount of such Collateral Loan from such dealer. At least one such Firm Bid shall be provided to the Administrative
Agent for a valid Asset Value dispute to occur; provided that, if more than one such Firm Bid is provided to the Administrative
Agent in connection with an Asset Value dispute, the highest of such Firm Bids will be the Asset Value for the relevant date of
determination. “Dispute Deadline” means (x) if the Collateral Manager receives the Administrative Agent’s determination
of the Asset Value of a Collateral Loan on or prior to 11:00 a.m. on a Business Day, the later of noon or three hours after the
Collateral Manager receives such determination or (y) if the Collateral Manager receives such determination after 11:00 a.m. on
a Business Day, 11:00 a.m. on the next Business Day.


 


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


 


“Authorized
Person(s)” has the meaning assigned to such term in Section 13.07(d)(i).


 


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


 


“Bail-In Legislation”
means, (a) with respect to any EEA Member Country implementing Article 55 of the Bank Recovery and Resolution Directive, the implementing
law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) the then-applicable
Commission Delegated Regulation (if any) supplementing the Bank Recovery and Resolution Directive in relation to Article 55 thereof.


 


“Bank Recovery
and Resolution Directive” means Directive 2014/59/EU of the European Parliament and of the Council of the European Union.


 


“Bankruptcy
Code” means the United States Bankruptcy Code.


 




    	 	3	 



     


    

 


“Base Rate”
means, on any date, a fluctuating interest rate per annum equal to the highest of (a) the Prime Rate, (b) the Federal Funds
Rate plus 1.50% or (c) the LIBOR Rate for a three (3) month period plus 1.0%. The Base Rate is a reference rate and
does not necessarily represent the lowest or best rate actually charged to any customer of any Agent or any Lender. Interest calculated
pursuant to clauses (a), (b) and (c) above will be determined based on a year of 360 days and actual days
elapsed.


 


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


 


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


 


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


 


“Borrower
Information” has the meaning assigned to such term in Section 12.09.


 


“Borrowing”
has the meaning assigned to such term in Section 2.01.


 


“Borrowing
Base” means, at any time, the least of:


 


(a)           the
Facility Amount minus the Unfunded Reserve Required Amount (net of the aggregate amount on deposit in the Unfunded Reserve
Account) at such time;


 


(b)           the
sum of:


 


(i)          the
product of (A) the Effective Advance Rate as of such date and (B) the Aggregate Original Asset Value as of such date, plus


 


(ii)         the
aggregate amount of cash then on deposit in the Principal Collection Subaccount, plus


 


(iii)        the
aggregate amount of cash then on deposit in the Cash Diversion Reserve Account, minus


 


(iv)        the
Unfunded Reserve Required Amount (net of the aggregate amount on deposit in the Unfunded Reserve Account) and


 


(c)           the
sum of:


 


(i) the Aggregate
Original Asset Value, minus


 


(ii) the Minimum
Equity Amount, plus


 


(iii) the aggregate
amount of cash then on deposit in the Principal Collection Subaccount, plus


 


(iv) the aggregate
amount of cash then on deposit in the Cash Diversion Reserve Account, minus


 


(v) the Unfunded
Reserve Required Amount (net of the aggregate amount on deposit in the Unfunded Reserve Account).


 




    	 	4	 



     


    

 


“Borrowing
Base Calculation Statement” means a statement in substantially the form attached to the form of Notice of Borrowing attached
hereto as Exhibit A, as such form of Borrowing Base Calculation Statement may be modified by the Administrative Agent
from time to time to the extent such form does not, in the good faith opinion of the Administrative Agent, accurately reflect the
calculation of the Borrowing Base required hereunder.


 


“Borrowing
Base Deficiency” means, as of any date of determination, an amount equal to the positive difference, if any, of (a) the
Advances Outstanding on such date over (b) the Borrowing Base on such date.


 


“Borrowing
Base Test” means a test that will be satisfied if at any date of determination no Borrowing Base Deficiency exists.


 


“Business
Day” means any day of the year except: (a) a Saturday, Sunday or other day on which commercial banks in New York City
or the city in which the Corporate Trust Office is located are authorized or required by law to close; and (b) if such day relates
to any interest rate setting as to an Advance determined by reference to the LIBOR Rate, any fundings, disbursements, settlements
and payments in respect of any such Advance, or any other dealings to be carried out pursuant to this Agreement in respect of any
such Advance (or any Advance determined by reference to the Base Rate as to which such Base Rate is determined by reference to
the LIBOR Rate), any day on which dealings in Dollars are not conducted by and between banks in the London interbank market.


 


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


 


“Cash Diversion
Reserve Account” has the meaning assigned to such term in Section 8.05.


 


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


 


“Change in
Law” means (a) the adoption of any law, rule or regulation after the Closing Date, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance
by any Lender (or, for purposes of Section 2.09(b), by any lending office of such Lender or by such Lender’s holding
company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority
made or issued after the Closing Date; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued
in connection therewith or in implementation thereof and (y) all requests, rules, guidelines, requirements or directives promulgated
by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or
the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law” regardless of the date enacted, adopted or issued.


 


“Change of
Control” means, at any time, the occurrence of one of the following events: (a) the Borrower ceases to be 100% owned
by the Equityholder; (b) the Equityholder ceases to be managed by the Adviser; (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, the Equityholder;
(d) the Equity Securities in the Equityholder shall cease to be publicly traded on the NASDAQ Global Select Market or other recognized
market acceptable to the Administrative Agent in its sole discretion; (e) the Investment Advisory Agreement shall fail to be in
full force and effect; (f) Oxford Funds, LLC ceases to be the managing member of the Adviser; or (g) Jonathan H. Cohen and Saul
B. Rosenthal cease to be the controlling members of Oxford Funds, LLC.


 


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


 




    	 	5	 



     


    

 


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


 


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


 


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


 


“Closing Date”
means June 21, 2018.


 


“Closing Date
Participation Agreement” means that certain Master Participation Agreement, dated as of the Closing Date, between the
Equityholder, as transferor, and the Borrower, as transferee, relating to the Closing Date Participation Interests.


 


“Closing Date
Participation Interests” means the undivided 100% Participation Interests granted by the Equityholder to the Borrower
in and to each Collateral Loan identified on Annex A to the Closing Date Participation Agreement or Schedule II to the Sale Agreement
(to the extent constituting a Participation Interest pending completion of the assignment thereof in accordance with Section 2.4
of the Sale Agreement), as applicable, and in which a Lien is granted therein by the Borrower to the Collateral Agent pursuant
to this Agreement.


 


“Code”
means the Internal Revenue Code of 1986.


 


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


 


“Collateral
Administration Agreement” means that certain Collateral Administration Agreement, dated as of the Closing Date, among
the Collateral Administrator, the Borrower, the Collateral Manager and the Administrative Agent.


 


“Collateral
Administrator” means BNYM, and any successor thereto under the Collateral Administration Agreement.


 


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


 


“Collateral
Agent Fee Letter” means the fee letter, by and among the Borrower and BNYM, setting forth the amounts payable by the
Borrower to the Collateral Agent, the Custodian, the Securities Intermediary and the Collateral Administrator in connection with
the transactions contemplated by this Agreement.


 


“Collateral
Agent Fee” means the fee payable to the Collateral Agent, the Custodian, the Securities Intermediary and the Collateral
Administrator pursuant to the Collateral Agent Fee Letter.


 


“Collateral
Loan” means a commercial loan or a Closing Date Participation Interest owned or acquired by the Borrower.


 




    	 	6	 



     


    

 


“Collateral
Management Fee” means the fee payable to the Collateral Manager in arrears on each Payment Date (prorated for the related
Interest Accrual Period) pursuant to Section 9.01 of this Agreement, in an amount equal to 0.25% per annum (calculated
on the basis of a 360-day year and the actual number of days elapsed during the applicable Interest Accrual Period) of the Quarterly
Asset Amount at the beginning of the Collection Period relating to such Payment Date; provided that for so long as Oxford
Square Capital Corp. is the Collateral Manager, the Collateral Management Fee shall be $0.


 


“Collateral
Management Standard” means, with respect to any Collateral Loan included in the Collateral, to service and administer
such Collateral Loan in accordance with the Related Documents and all customary and usual servicing practices with reasonable care
and in good faith, (i) using a degree of skill, care, prudence, diligence and attention no less than the higher of (a) that which
the Collateral Manager exercises with respect to comparable assets that it may manage for itself and its other clients having similar
investment objectives and restrictions and (b) the customary and usual collateral management practices that a prudent collateral
manager of national recognition in the United States would use to manage comparable assets for its own account and for the account
of others, and (ii) in accordance with the Collateral Manager’s customary practices and procedures involving assets of the
nature and character of the Collateral Loans.


 


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


 


“Collateral
Manager Default” means the occurrence of any one of the following:


 


(a)         any
failure by the Collateral Manager to make any payment, transfer or deposit into any Covered Account as required by this Agreement
which continues unremedied for a period of two (2) Business Days;


 


(b)         any
failure by the Collateral Manager to deliver any report required to be delivered by it under this Agreement or the other Facility
Documents on or before the date that is two (2) Business Days after the date that such report is required to be delivered;


 


(c)          except
as otherwise provided in this definition, a default in any material respect in the performance, or breach in any material respect,
of any covenant or agreement of the Collateral Manager under this Agreement or the other Facility Documents to which it is a party,
or the failure of any representation or warranty of the Collateral Manager made in this Agreement or in any other Facility Document
to be correct, in each case, in all material respects when the same shall have been made, and the continuation of such default,
breach or failure for a period of ten (10) Business Days after the earlier of (i) written notice to the Collateral Manager (which
may be by e-mail) by either Agent, and (ii) actual knowledge of a Responsible Officer of the Collateral Manager;


 


(d)         an
Insolvency Event shall occur with respect to the Collateral Manager;


 


(e)         the
occurrence of any Change of Control with respect to the Collateral Manager;


 


(f)          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 $2,000,000 against the Collateral Manager (exclusive of judgment amounts
fully covered by insurance), and the Collateral Manager shall not have either (i) discharged or provided for the discharge of any
such judgment, decree or order in accordance with its terms or (ii) perfected a timely appeal of such judgment, decree or order
and caused the execution of same to be stayed during the pendency of the appeal, in each case, within thirty (30) Business Days
from the date of entry thereof;


 




    	 	7	 



     


    

 


(g)          the
Collateral Manager shall have made payments totaling more than $2,000,000 in the aggregate to settle any litigation, claim or dispute
(excluding the amount of any payment made from insurance proceeds);


 


(h)          the
failure of the Collateral Manager 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 in an aggregate amount in excess of $2,000,000, individually or in the aggregate,
or the occurrence of any event or condition that has resulted in the acceleration of such indebtedness, whether or not waived;


 


(i)          (i)
the Collateral Manager commits any act that constitutes fraud or criminal activity in the performance of its obligations hereunder
(as determined pursuant to a final adjudication by a court of competent jurisdiction) or (ii) any Responsible Officer of the Collateral
Manager primarily responsible for the performance by the Collateral Manager of its obligations hereunder (in the performance of
his or her investment management duties) is indicted for a criminal offense materially related to the business of the Collateral
Manager providing management services and continues to have responsibility for the performance by the Collateral Manager hereunder
for a period of ten (10) days after such indictment;


 


(j)          (i)
either Jonathan H. Cohen or Saul B. Rosenthal or (ii) any other two (2) Key Individuals (or replacements reasonably acceptable
to the Administrative Agent) shall (x) cease to be officers, employees or partners of the Adviser or (y) cease to be actively involved
in the management of the Collateral Manager, including, but not limited to, general management, management of the Collateral portfolio,
underwriting, the credit approval process and credit monitoring activities, other than due to temporary absences for family leave,
illness or injury and such individuals are not replaced with other individuals reasonably acceptable to the Administrative Agent
within 60 days;


 


(k)          the
occurrence of an Event of Default; or


 


(l)          the
Collateral Manager shall assign any of its rights or obligations under any Facility Document to any Person (other than (i) an Affiliate
thereof that is reasonably acceptable to the Administrative Agent, (ii) a Person that becomes a successor or assignee Collateral
Manager hereunder in accordance with the terms hereof or (iii) in accordance with Section 14.01(b)).


 


“Collection
Account” has the meaning assigned to such term in Section 8.02 and includes the Principal Collection Subaccount
and the Interest Collection Subaccount.


 


“Collection
Period” means, with respect to (a) the first Payment Date, the period from and including the Closing Date to and
including the Determination Date immediately preceding the first Payment Date, and (b) any subsequent Payment Date, the period
from but excluding the Determination Date immediately preceding the previous Payment Date to and including the Determination Date
immediately preceding the current Payment Date (or, in the case of the final Payment Date, to and including such Payment Date).


 


“Collections”
means all cash collections, distributions, payments or other amounts received, or to be received, by the Borrower from any Person
in respect of any Collateral Loan constituting Collateral, including all principal, interest, fees, distributions, recoveries and
redemption and withdrawal proceeds payable to the Borrower under or in connection with any such Collateral Loans and all Proceeds
from any sale or disposition of any such Collateral Loans, but excluding any Excluded Amounts and any amounts received by the Borrower
from an Obligor following the sale of a Collateral Loan by the Borrower that the Borrower is required to pay to the purchaser of
such Collateral Loan so long such amounts are not included in the net proceeds reported to be received by the Borrower from such
sale.


 




    	 	8	 



     


    

 


“Commitment”
means, as to each Lender, the obligation of such Lender to make, on and subject to the terms and conditions hereof, Advances to
the Borrower pursuant to Section 2.01 in an aggregate principal amount for such Lender equal to the amount set forth
opposite the name of such Lender on Schedule 1.


 


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


 


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


 


“Continued
Errors” has the meaning assigned to such term in Section 14.07(e).


 


“Contractual
Currency” has the meaning assigned to such term in Section 2.19.


 


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


 


“Corporate
Trust Office” means the applicable designated corporate trust office of the Collateral Agent, the Collateral Administrator,
the Securities Intermediary or the Custodian, as applicable, specified on Schedule 6 hereto, or such other address within
the United States as it may designate from time to time by notice to the Administrative Agent.


 


“Coverage
Test” means each of (a) the Borrowing Base Test and (b) the Equity Coverage Test.


 


“Covered Account”
means each of the Collection Account (including the Interest Collection Subaccount and Principal Collection Subaccount therein),
the Payment Account, the Unfunded Reserve Account, the Cash Diversion Reserve Account and the Custodial Account.


 


“Credit Risk
Collateral Loan” means a loan which, in the judgment of the Collateral Manager, (a) has a significant risk of declining
in credit quality and, with lapse of time, becoming a Defaulted Collateral Loan or (b) as a result of one or more factors, including
credit quality, has a significant risk of declining in market price (but not including any such decline experienced by the market
generally as a result of interest rate movement, general economic conditions or similar factors).


 


“Custodial
Account” has the meaning assigned to such term in Section 8.06.


 


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


 


“Data File”
has the meaning specified in Section 8.08(a).


 




    	 	9	 



     


    

 


“Default”
means any event which, with the passage of time, the giving of notice, or both, would constitute an Event of Default.


 


“Defaulted
Collateral Loan” means any Collateral Loan:


 


(a)          as
to which a default as to all or any portion of one or more payments of principal and/or interest has occurred with respect to such
Collateral Loan (giving effect to any grace period applicable thereto but in no event exceeding three (3) Business Days past the
applicable due date); or


 


(b)          except
in the case of a DIP Collateral Loan, as to which an Insolvency Event (without giving effect to any grace period set forth in such
definition) with respect to the related Obligor of such Collateral Loan has occurred; or


 


(c)          as
to which a Material Modification with respect to such Collateral Loan has occurred without the prior written consent of the Administrative
Agent; or


 


(d)         that
has (i) a Moody’s Rating below “Caa3” (or a Moody’s probability of default rating of “D” or
“LD”) or (ii) an S&P Rating below “CCC-” (or of “D” or “SD”), or in each case
had such rating before such rating was withdrawn and which has not been reinstated as of the date of determination; or


 


(e)          as
to which a cross-default has occurred and is continuing as a result of a default in the payment of principal and/or interest on
another full recourse debt obligation of the same Obligor that is secured by the same collateral and is senior to or pari passu
with in right of payment to such Collateral Loan.


 


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


 


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


 


(a)          with
respect to such of the Collateral as constitutes an instrument, causing the Custodian to take and continuously maintain possession
of such instrument indorsed to the Collateral Agent or in blank by an effective indorsement;


 


(b)          with
respect to such of the Collateral as constitutes tangible chattel paper, goods, a negotiable document, or money, causing the Custodian
to take possession of such tangible chattel paper, goods, negotiable document, or money;


 


(c)          with
respect to such of the Collateral as constitutes a Certificated Security, (A) causing the delivery of such Certificated Security
to the Custodian registered in the name of the Collateral Agent or its affiliated nominee or endorsed to the Collateral Agent or
in blank, (B) causing the Custodian to continuously identify on its books and records that such Certificated Security is credited
to the appropriate Covered Account and (C) causing the Custodian to maintain continuous possession of such Certificated Security;


 




    	 	10	 



     


    

 


(d)          with
respect to such of the Collateral as constitutes an Uncertificated Security, either (i) causing the issuer of such Uncertificated
Security to register the Collateral Agent as the registered owner of such Uncertificated Security or (ii) causing the issuer of
such Uncertificated Security to agree to comply with instructions of the Collateral Agent without further consent of the Borrower,
upon original issue or registration of transfer by the issuer of such Uncertificated Security;


 


(e)          with
respect to such of the Collateral as constitutes a Security Entitlement, causing the Custodian as Securities Intermediary to indicate
by book entry that the Financial Asset relating to such Security Entitlement has been credited to the appropriate Covered Account;


 


(f)          with
respect to such of the Collateral as constitutes a deposit account, causing such deposit account to be maintained in the name of
the Collateral Agent and causing the bank with which such deposit account is maintained to agree in writing with the parties hereto
that (i) such bank shall comply with instructions originated by the Collateral Agent directing disposition of the funds in the
deposit account without further consent of any other Person, (ii) such bank will not agree with any Person other than the Collateral
Agent to comply with instructions originated by any Person other than the Collateral Agent, (iii) such deposit account and the
funds on deposit therein shall not be subject to any Lien or right of set-off in favor of such bank or anyone claiming through
it (other than the Collateral Agent), (iv) such agreement shall be governed by the laws of the State of New York, and (v) with
respect to such bank, the State of New York shall be the “bank’s jurisdiction” for purposes of Article 9 of the
UCC;


 


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


 


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


 


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


 


“Determination
Date” means, with respect to any Payment Date, the fifth (5th) Business Day prior to such Payment Date; provided
that, with respect to the final Payment Date, the Determination Date shall be such Payment Date.


 


“DIP Collateral
Loan” means an obligation:


 


(a)          obtained
or incurred after the entry of an order of relief in a case pending under Chapter 11 of the Bankruptcy Code;


 


(b)          to
a debtor in possession as described in Chapter 11 of the Bankruptcy Code or a trustee (if appointment of such trustee has been
ordered pursuant to Section 1104 of the Bankruptcy Code);


 




    	 	11	 



     


    

 


(c)          on
which the related Obligor is required to pay interest and/or principal on a current basis; and


 


(d)          approved
by a Final Order or Interim Order of the bankruptcy court so long as such obligation is (i) fully secured by a Lien on the debtor’s
otherwise unencumbered assets pursuant to Section 364(c)(2) of the Bankruptcy Code, (ii) fully secured by a Lien of equal or senior
priority on property of the debtor estate that is otherwise subject to a Lien pursuant to Section 364(d) of the Bankruptcy Code
or (iii) secured by a junior Lien on the debtor’s encumbered assets (so long as such loan is fully secured based on
the most recent current valuation or appraisal report, if any, of the debtor).


 


“Document
Checklist” means an electronic or hard copy list delivered by the Borrower (or by the Collateral Manager on behalf of
the Borrower) to the Custodian that identifies each of the documents contained in each Loan File and whether such document is an
original or a copy and whether a hard copy or electronic copy will be delivered to the Custodian related to a Collateral Loan and
includes the name of the Obligor with respect to such Collateral Loan, in each case as of the related date of Advance or acquisition
by the Borrower.


 


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


 


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


 


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


 


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


 


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


 




    	 	12	 



     


    

 


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


 


“Effective
Advance Rate” means, on any date of determination with respect to the Eligible Loans included in the Collateral, initially
the Initial Advance Rate; provided that, following any repayment or prepayment, in full or in part, of any Eligible Loan,
the Effective Advance Rate of the Eligible Loans included in the Collateral will be equal to the aggregate Advances Outstanding
as of such date divided by the Aggregate Original Asset Value as of such date.


 


“Eligible
Investment Required Ratings” means, with respect to any obligation or security, with respect to ratings assigned by Moody’s,
“Aa2” (and not on credit watch for possible downgrade) or “P-1” for one-month instruments, “Aa2”
(and not on credit watch for possible downgrade) and “P-1” for three-month instruments, “Aa3” (and not
on credit watch for possible downgrade) and “P-1” for six-month instruments and “Aa2” (and not on credit
watch for possible downgrade) and “P-1” for instruments with a term in excess of six months and (b) with respect
to rating assigned by S&P, “A-1” (and not on credit watch for possible downgrade) for short-term instruments and
“A” (and not on credit watch for possible downgrade) for long-term instruments.


 


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


 


(a)          direct
obligations of, and 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 the obligations of which are expressly
backed by the full faith and credit of the United States of America;


 


(b)          bank
deposit products of, demand and time deposits in, certificates of deposit of, trust accounts with, bankers’ acceptances payable
within 183 days of issuance by, or federal funds sold by any depository institution or trust company incorporated under the laws
of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking
authorities, 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;


 


(c)          non-extendable
commercial paper or other short-term obligations 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;
and


 


(d)          money
market funds that have, at all times, ratings in the highest credit rating category by Moody’s and S&P;


 




    	 	13	 



     


    

 


provided that (i) Eligible 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 (d) above, as mature (or are putable
at par to the issuer thereof) no later than the earlier of (A) 90 days after the date of acquisition thereof or (B) the Business
Day prior to the next Payment Date; and (ii) none of the foregoing obligations or securities shall constitute Eligible 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) such obligation or security is subject to U.S. withholding
or foreign withholding tax unless the issuer of the security is required to make “gross-up” payments for the full amount
of such withholding tax, (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 or (G) in the Collateral Manager’s judgment, such
obligation or security is subject to material non-credit related risks. Any such investment may be made or acquired from or through
the Collateral Agent or any of its Affiliates, or any entity for whom the Collateral Agent or any of its Affiliates provides services
(so long as such investment otherwise meets the applicable requirements of the foregoing definition of Eligible Investment at the
time of acquisition). Notwithstanding the foregoing, unless the Borrower and the Collateral Manager have received the written advice
of counsel of national reputation experienced in such matters to the contrary (together with an officer’s certificate of
the Borrower or the Collateral Manager to the Administrative Agent (on which the Administrative Agent may rely) that the advice
specified in this definition has been received by the Borrower and the Collateral Manager) and the Administrative Agent consents
thereto, on and after July 21, 2015 (or such later date as may be determined by the Borrower and the Collateral Manager based upon
such advice), Eligible Investments may only include obligations or securities that constitute cash equivalents for purposes of
the rights and assets in paragraph (c)(8)(i)(B) of the exclusions from the definition of “covered fund” for purposes
of the Volcker Rule.


 


“Eligible
Loan” means a Collateral Loan that (A) has been approved by the Administrative Agent, in its sole discretion, prior
to Closing Date, and (B) satisfies each of the following eligibility requirements on any date of determination (unless the
Administrative Agent in its sole discretion agrees to waive any such eligibility requirement with respect to such loan):


 


(a)           is
(i) a First Lien Obligation, (ii) a Second Lien Obligation or (iii) prior to the date that is sixty (60) days after the Closing
Date (or such longer period to which the Administrative Agent may agree in its sole discretion) a Closing Date Participation Interest;


 


(b)          permits
the purchase thereof by or assignment thereof (or, in the case of a Closing Date Participation Interest, participation thereof)
to the Borrower and the pledge to the Collateral Agent;


 


(c)           is
not in arrears;


 


(d)          is
denominated and payable in Dollars and does not permit the currency in which such loan is payable to be changed;


 


(e)           is
an obligation of an Obligor organized or incorporated in the United States (or any state thereof);


 


(f)           the
Related Documents for which are governed by the laws of a state in the United States;


 


(g)          the
proceeds of which are not permitted primarily to be used for personal, family or household purposes;


 


(h)           is
not the subject of an offer other than a Permitted Offer or called for redemption other than pursuant to a Permitted Offer;


 


(i)           does
not constitute Margin Stock;


 




    	 	14	 



     


    

 


(j)           does
not subject the Borrower to withholding tax unless the Obligor is required to make “gross-up” payments constituting
100% of such withholding tax;


 


(k)           is
not (i) a Defaulted Collateral Loan or (ii) a Credit Risk Collateral Loan;


 


(l)            is
not an Equity Security or a component thereof and does not provide for mandatory or optional conversion or exchange into an Equity
Security; provided that any Equity Security purchased as part of a “unit” with a Collateral Loan (including
any attached warrants) and that itself is not eligible for purchase by the Borrower as a Collateral Loan shall not cause the Collateral
Loan portion to lose its eligibility hereunder;


 


(m)          if
it is a PIK Loan, it provides for a minimum cash spread of at least 2.50%;


 


(n)           is
not (i) a Structured Finance Obligation, (ii) a bridge loan or (iii) an obligation that (x) is incurred in connection with a merger,
acquisition, consolidation, or sale of all or substantially all of the assets of a Person or similar transaction and (y) by its
terms, is required to be repaid within one year of the incurrence thereof with proceeds from additional borrowings or other refinancing,
a bond, a synthetic security, a finance lease or chattel paper;


 


(o)           provides
for the full principal balance to be payable at or prior to its maturity;


 


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


 


(q)          provides
for payment of interest in cash at least semi-annually;


 


(r)            bears
interest at a floating rate;


 


(s)           is
not subject to material non-credit related risk (such as a loan, the payment of which is expressly contingent upon the non-occurrence
of a catastrophe), as determined by the Collateral Manager in its reasonable discretion;


 


(t)           other
than any Delayed Drawdown Collateral Loan acquired by the Borrower on the Closing Date, (x) is not an obligation pursuant to which
any future advances or payments to the Obligor may be required to be made by the Borrower and (y) will not result in the imposition
of any present or future, actual or contingent, monetary liabilities or obligations on the Borrower;


 


(u)          if
evidenced by a note or other instrument, such note or other instrument has been delivered to the Custodian in accordance with this
Agreement;


 


(v)           except
for a Closing Date Participation Interest, is not a Participation Interest;


 


(w)          the
acquisition of such loan will not cause the Borrower or the pool of Collateral to be (x) required to register as an “investment
company” under the Investment Company Act or (y) a “covered fund” under the Volcker Rule;


 


(x)           such
loan is not underwritten as a commercial real estate loan principally secured by real property;


 


(y)           as
to which no payment default, breach in any material respect of any other term or covenant or other material default exists;


 


(z)           is
not a letter of credit;


 




    	 	15	 



     


    

 


(aa)         is
in “registered” form for U.S. federal income tax purposes;


 


(bb)        constitutes
indebtedness for U.S. federal income tax purposes;


 


(cc)         the
acquisition of such loan will not cause the Borrower to violate any applicable Law or cause the Administrative Agent or any Lender
to fail to comply with any request or directive from any banking authority or Governmental Authority having jurisdiction over the
Administrative Agent or any Lender;


 


(dd)        the
transfer thereof is effected pursuant to either (i) in the case of a Collateral Loan other than a Closing Date Participation Interest,
an LSTA Par/Near Par Trade Confirmation, subject to Standard Terms and Condition for Par/Near Par Trade Confirmations, as published
by The Loan Syndications and Trading Association, Inc., or the equivalent thereof as published by the Loan Market Association,
or (ii) in the case of a Closing Date Participation Interest, the applicable Closing Date Participation Agreement;


 


(ee)         is
not subject to any Lien other than Permitted Liens;


 


(ff)          does
not have an interest rate basis exceeding six (6) months;


 


(gg)        as
of any date of determination, it is rated by Moody’s or S&P; provided that (i) in the case of a First Lien Obligation,
if such First Lien Obligation is rated by Moody’s, it has a Moody’s Rating of at least, “B3” and, if such
First Lien Obligation is rated by S&P, it has an S&P Rating of at least “B-” and (ii) in the case of a Second
Lien Obligation, if such Second Lien Obligation is rated by Moody’s, it has a Moody’s Rating of at least, “Caa2”
and, if such Second Lien Obligation is rated by S&P, it has an S&P Rating of at least “CCC”; and


 


(hh)        is
on the date of purchase or other acquisition thereof by the Borrower part of an applicable Tranche Size of at least $70,000,000;


 


(ii)           has
at least one (1) bid on a nationally recognized loan pricing service reasonably acceptable to the Administrative Agent;


 


(jj)           to
the best knowledge of any Responsible Officer of the Borrower or the Collateral Manager, the related Obligor on such loan is not
insolvent and there are no proceedings pending or threatened wherein the Obligor on such Collateral Loan or any other party or
any governmental entity (i) has asserted insolvency of the related Obligor on such Collateral Loan, or (ii) has alleged that such
Collateral Loan or any of the underlying loan documents which create such loan is illegal or unenforceable and such Collateral
Loan is not subject to any pending or threatened litigation or right or claim of rescission, set-off, counterclaim or defense on
the part of the related Obligor;


 


(kk)        to
the best knowledge of any Responsible Officer of the Borrower or the Collateral Manager, the underlying collateral related to such
loan has not been 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 Equityholder, the Borrower, the Administrative Agent, the Lenders or the other Secured Parties under any
federal, state, local or foreign laws, common laws, statutes, codes, ordinances, rules, regulations, permits, judgments, agreements
or orders related to or addressing the environment, health or safety;


 


(ll)          constitutes
the legal, valid, binding and enforceable obligation of the related obligor and each guarantor thereof, enforceable against such
person in accordance with its terms;


 




    	 	16	 



     


    

 


(mm)       none
of the Collateral Manager or the Equityholder is an Affiliate of any Obligor on such loan;


 


(nn)        is
not subject to any pending or threatened litigation or right or claim of rescission, set-off, counterclaim or defense on the part
of the related Obligor;


 


(oo)        the
related Obligor on such loan is (i) a business entity (and not a natural person) duly organized and validly existing under the
laws of its jurisdiction of organization or formation, (ii) a legal operating entity or holding company, (iii) not a Governmental
Authority and (iv) to the best knowledge of any Responsible Officer of the Borrower or the Collateral Manager, not in financial
distress and has not experienced a material adverse change in its condition (financial or otherwise);


 


(pp)        does
not contain confidentiality restrictions that would prohibit the Administrative Agent, the Collateral Agent or the Lenders from
accessing or receiving all material obligor information with regards to such loan (subject to customary confidentiality provisions);


 


(qq)        is
not subject to and will not result in any tax, fee or governmental charge payable by the Borrower or any other person to any federal,
state or local government unless the obligor thereon is required under the terms of the related underlying loan documents to make
“gross up” payments that cover the full amount of such withholding tax on an after tax basis;


 


(rr)          requires
the related Obligor to comply with one or more Maintenance Covenants (solely to the extent set forth in the Underlying Loan Agreement
on the date such loan is acquired by the Borrower, as such Underlying Loan Agreement may be amended in accordance with this Agreement);
and


 


(ss)         the
Loan File and audited financial statements related to such loan have been delivered to the Custodian and Administrative Agent.


 


“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 any other governmental entity, relating to the protection of human health or
the environment, including 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 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 Coverage
Amount” means, at any date of determination, for all Eligible Loans owned by the Borrower on such date, the product of
(a) the sum of (i) 100% minus (ii) the Effective Advance Rate minus (iii) 10% multiplied by (b) the Aggregate
Original Asset Value.


 


“Equity Coverage
Deficiency” means, as of any date of determination, an amount equal to the positive difference, if any, of (a) the Equity
Coverage Amount on such date minus (b) the Net Equity Amount on such date.


 




    	 	17	 



     


    

 


“Equity Coverage
Test” means a test that will be satisfied if at any date of determination no Equity Coverage Deficiency exists.


 


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


 


“Equityholder
Collateral Loan” means each Collateral Loan sold and/or contributed by the Equityholder to the Borrower pursuant to the
Sale Agreement.


 


“Equityholder
Purchased Loan Balance” means, as of any date of determination, an amount equal to (a) the aggregate Principal Balance
of all Equityholder Collateral Obligations acquired by the Borrower prior to such date minus (b) the aggregate Principal
Balance of all Equityholder Collateral Obligations (other than Warranty Collateral Obligations) repurchased by the Equityholder
or an Affiliate thereof prior to such date.


 


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


 


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


 


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


 


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


 


“Errors”
has the meaning assigned to such term in Section 14.07(e).


 




    	 	18	 



     


    

 


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


 


“Eurocurrency
Liabilities” is defined in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time
to time.


 


“Eurodollar
Disruption Event” means the occurrence of any of the following: (a) any Lender shall have notified the Administrative
Agent of a determination by such Lender 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 Dollars in the London interbank market to fund any Advance, (b) the
Collateral Agent shall have notified the Administrative Agent, the Borrower and each Lender of the inability, for any reason, to
determine the Adjusted Eurodollar Rate, (c) the Required Lenders shall have notified the Administrative Agent of a determination
by such Lenders that the rate at which deposits of Dollars are being offered to such Lenders in the London interbank market does
not accurately reflect the cost to such Lenders of making, funding or maintaining any Advance or (d) any Lender shall have notified
the Administrative Agent of the inability of such Lender to obtain Dollars in the London interbank market to make, fund or maintain
any Advance.


 


“Eurodollar
Reserve Percentage” means, for any period, the percentage, if any, applicable during such period (or, if more than one
such percentage shall be so applicable, the daily average of such percentages for those days in such period during which any such
percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum reserve requirement (including any basic, emergency, supplemental, marginal
or other reserve requirements) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having
a term of one month.


 


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


 


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


 


“Excluded
Amounts” means any amounts received in the Collection Account with respect to any Collateral, which amounts are attributable
to (i) the reimbursement by the related Obligor of payment of out-of-pocket expenses by the Collateral Manager or the Equityholder
on behalf of the Borrower or (ii) amounts deposited into the Collection Account in error; provided, that any such amounts
shall be Excluded Amounts only to the extent that such amounts (x) are in excess of the principal and interest then due in respect
of such Collateral, except with respect to the amounts described in clause (ii) of this definition and (y) were required
to be paid by the related Obligor pursuant to a specific provision of the Related Documents with respect to such Collateral.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Secured Party or required to be withheld or deducted
from a payment to a Secured Party (a) Taxes imposed on or measured by net income (however denominated), or that are franchise
Taxes or branch profits Taxes, in each case, (i) imposed by the jurisdiction (or any political subdivision thereof) under
the laws of which such Secured Party is organized or in which its principal office is located, or in the case of any Lender, in
which its applicable lending office is located or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal
withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Commitment
pursuant to a Law in effect on the date on which (i) such Lender acquires such interest in the Commitment (other than pursuant
to an assignment request by the Borrower under Sections 2.16 or 12.03(h)) or (ii) such Lender designates a new lending
office (a “New Lending Office”), except in each case to the extent that, pursuant to Section 12.03, amounts
with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or
to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Secured Party’s failure to
comply with Section 12.03(g), and (d) U.S. federal withholding Taxes imposed by FATCA.


 




    	 	19	 



     


    

 


“Facility
Amount” means (a) on the Closing Date, $95,193,112 and (b) following the Closing Date, the outstanding principal balance
of all the Advances.


 


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


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended versions of Sections 1471 through
1474 of the Code that are substantively comparable and not materially more onerous to comply with), any current or future regulations
or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental
agreements and any rules or guidance entered into in connection with the implementation of such Sections.


 


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


 


“Final Maturity
Date” means the earliest to occur of (a) the Business Day designated by the Borrower as the Final Maturity Date upon
not less than ten (10) Business Days’ prior written notice to the Administrative Agent, the Collateral Agent, the Lenders,
the Custodian and the Collateral Administrator, (b) June 21, 2020, and (c) the date on which the Administrative Agent provides
notice of the declaration of the Final Maturity Date after the occurrence of an Event of Default.


 


“Final Order”
means an order, judgment, decree or ruling the operation or effect of which has not been stayed, reversed or amended and as to
which order, judgment, decree or ruling (or any revision, modification or amendment thereof) the time to appeal or to seek
review or rehearing has expired and as to which no appeal or petition for review or rehearing was filed or, if filed, remains pending.


 


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


 




    	 	20	 



     


    

 


“Firm Bid”
means with respect to any Collateral Loan, a good and irrevocable bid for value, to purchase the par amount of such Collateral
Loan, expressed as a percentage of the par amount of such Collateral Loan and exclusive of accrued interest and premium, for scheduled
settlement substantially in accordance with the then-current market practice in the principal market for such Collateral Loan,
as determined by the Administrative Agent, submitted as of 11:00 a.m. (New York time) or as soon as practicable thereafter. The
Administrative Agent shall be entitled to disregard any Firm Bid submitted by a broker-dealer (a) if, in the Administrative Agent's
commercially reasonable judgment, (i) such broker-dealer may be ineligible to accept assignment or transfer of the par amount of
such Collateral Loan substantially in accordance with the then-current market practice in the principal market for such Collateral
Loan, as determined by the Administrative Agent, or (ii) such broker-dealer would not, through the exercise of its commercially
reasonable efforts, be able to obtain any consent required under the Related Documents for such Collateral Loan to the assignment
or transfer to such broker-dealer of the par amount of such Collateral Loan or (b) if the Administrative Agent determines that
such Firm Bid is not bona fide, including, without limitation, due to (i) the insolvency of the bidder, (ii) the inability, failure
or refusal of the bidder to settle the purchase of the par amount of such Collateral Loan or otherwise settle transactions in the
relevant market or perform its obligations generally or (iii) the Administrative Agent not having pre-approved trading lines with
the broker-dealer that would permit settlement of the sale to such broker-dealer of the par amount of such Collateral Loan.


 


“First Lien
Obligation” means any loan (and not a bond or similar security) that meets the following criteria:


 


(i)          is
not (and is not expressly permitted by its terms to become) subordinate in right of payment to any other obligation for borrowed
money of the Obligor of such loan;


 


(ii)         is
secured by a valid first priority (subject to customary permitted liens) perfected Lien in, to or on specified collateral securing
the Obligor’s obligations under such loan (whether or not such loan is also secured by any lower priority Lien on other collateral
and whether or not a separate loan is secured by a first lien on separate collateral);


 


(iii)        is
secured, pursuant to such first priority perfected Lien, by collateral having a value (determined as set forth below) not less
than the outstanding principal balance of such loan plus the aggregate outstanding principal balances of all other loans
of equal seniority secured by a first Lien in the same collateral; and


 


(iv)        is
not a loan which is secured solely or primarily by the common stock of its Obligor or any of its Affiliates.


 


The determination as
to whether clause (iii) of this definition is satisfied shall be based on the Collateral Manager’s judgment at the
time the loan is acquired by the Borrower (which value may include an assessment of the Obligor’s cash flow, enterprise value,
general financial condition and other attributes). The limitation set forth in clause (iv) above shall not apply with respect
to a loan made to a parent entity that is secured solely or primarily by the stock of one or more of the subsidiaries of such parent
entity to the extent that the granting by any such subsidiary of a Lien on its own property would (1) in the case of a subsidiary
that is not part of the same consolidated group as such parent entity for U.S. Federal income tax purposes, result in a deemed
dividend by such subsidiary to such parent entity for such tax purposes, (2) violate Law applicable to such subsidiary (whether
the obligation secured is such loan or any other similar type of indebtedness owing to third parties) or (3) cause such subsidiary
to suffer adverse economic consequences under capital adequacy or other similar rules, in each case, so long as (x) the Related
Documents limit the incurrence of indebtedness by such subsidiary and (y) the aggregate amount of all such indebtedness is not
material relative to the aggregate value of the assets of such subsidiary.


 




    	 	21	 



     


    

 


“Fundamental
Amendment” means any amendment, modification, waiver or supplement (as determined by the Administrative Agent) of or
to this Agreement that would (a) reinstate the Commitments after such Commitments are terminated on the Closing Date in accordance
with Section 2.06 or change the Final Maturity Date, (b) extend the date fixed for the payment of principal of or interest
on any Advance or any fee hereunder, (c) reduce the amount of any such payment of principal, (d) reduce the rate at which
Interest is payable thereon or any fee is payable hereunder, (e) release any material portion of the Collateral, except in
connection with dispositions expressly permitted hereunder, (f) alter the terms of Section 9.01 or Section 12.01(b),
or (g) modify the definition of the term “Required Lenders” or modify in any other manner the number or percentage
of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof.


 


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


 


“Governmental
Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, administrative tribunal, central bank, public office, court, arbitration or mediation panel, or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of government, including the SEC, the
stock exchanges, any federal, state, territorial, county, municipal or other government or governmental agency, arbitrator, board,
body, branch, bureau, commission, court, department, instrumentality, master, mediator, panel, referee, system or other political
unit or subdivision or other entity of any of the foregoing, whether domestic or foreign.


 


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


 


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


 


“Hazardous
Materials” means all materials subject to any Environmental Law, including materials listed in 49 C.F.R. § 172.101,
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.


 


“Indemnified
Party” has the meaning assigned to such term in Section 12.04(b).


 


“Independent
Accountants” has the meaning assigned to such term in Section 8.10(a).


 




    	 	22	 



     


    

 


“Independent
Manager” means a manager of the Borrower who (a) is an employee of, or is a special purpose corporation which is an Affiliate
of or is operated by, employees of, or is otherwise provided by, any one of CT Corporation, Citadel SPV, Maples Fiduciary Services,
Corporation Service Company, Puglisi & Associates, National Registered Agents, Inc., Wilmington Trust Company, Lord Securities
Corporation, The Corporation Trust Company, or an Affiliate thereof, or, if none of those companies is then providing professional
independent directors or managers, another nationally-recognized company, in each case that is not an Affiliate of the Borrower
and that provides professional independent directors or managers and other corporate services in the ordinary course of its business;
(b) in the case of any natural person, has (i) prior experience as an independent director for a corporation, or as an independent
director or independent manager or independent trustee for a limited liability company or trust, whose organizational documents
required the unanimous consent of all independent directors (or independent managers or independent trustees) thereof before such
corporation or limited liability company or trust 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;
and (c) in the case of any natural person, is not, and has not been for a period of five (5) years prior to his or her appointment
as an Independent Manager: (i) a stockholder (whether direct, indirect or beneficial), director, member, manager, officer, employee,
or partner, of (A) the Collateral Manager, (B) the Equityholder, (C) any principal of the Equityholder or the Collateral Manager,
or (D) any Affiliate of the Equityholder or the Collateral Manager, (ii) a spouse, parent, sibling or child of any Person referred
to in clause (i) above, (iii) an individual or other Person controlling or under common control with any such stockholder,
director, member, manager, officer, employee, or partner; provided, however, such Independent Manager may be an independent
director, independent trustee or independent manager of another special purpose entity affiliated with the Equityholder or the
Collateral Manager.


 


“Ineligible
Collateral Loan” means, at any time, a loan or other obligation, or any portion thereof, that fails to satisfy any criteria
of the definition of “Eligible Loan” giving effect to the proviso in the introductory language to the definition of
“Eligible Loan”.


 


“Initial Advance
Rate” means 42.5%.


 


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


 


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


 


“Interest”
means, for each day during an Interest Accrual Period and each Advance outstanding by a Lender on such day, the sum of the products
(for each day during such Interest Accrual Period) of:


 





 


where:


 




    	 	23	 



     


    

 


		IR	=	the Interest Rate for such Advance on such day;



 


		P	=	the principal amount of such Advance on such day; and



 


		D	=	360 days.



 


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


 


“Interest
Collection Subaccount” has the meaning specified in Section 8.02(a).


 


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


 


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


 


(b)          all
principal and interest payments received by the Borrower during such Collection Period on Eligible Investments purchased with proceeds
received pursuant to clauses (a), (b) and (c) of this definition; and all interest payments received by the
Borrower during such Collection Period on Eligible Investments purchased with Principal Proceeds or amounts credited to the Unfunded
Reserve Account;


 


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


 


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


 


provided that:


 


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


 


(ii)         all
payments received in respect of Equity Securities will constitute Principal Proceeds.


 




    	 	24	 



     


    

 


“Interest
Rate” means, for any Interest Accrual Period and for each Advance outstanding by a Lender for each day during such Interest
Accrual Period, an interest rate per annum equal to (a) if a Eurodollar Disruption Event has occurred and is continuing
or an Event of Default has occurred (and has not otherwise been waived by the Lenders pursuant to the terms hereof), the Base
Rate plus the Applicable Margin, or (b) in all other cases, the Adjusted Eurodollar Rate plus the Applicable Margin.


 


“Interim Order”
means an order, judgment, decree or ruling entered after notice and a hearing conducted in accordance with Bankruptcy Rule 4001(c)
granting interim authorization, the operation or effect of which has not been stayed, reversed or amended.


 


“Investment
Advisory Agreement” means the Investment Advisory Agreement dated July 1, 2011, between the Equityholder and the Adviser,
as amended, supplemented or restated from time to time.


 


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


 


“Key Individuals”
means each of Jonathan H. Cohen, Saul B. Rosenthal, Debdeep Maji, Kevin Yonon, Darryl Monasebian and such other employee or employees
of the Collateral Manager or an Affiliate thereof proposed, from time to time, by the Collateral Manager and reasonably acceptable
to the Administrative Agent.


 


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


 


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


 


“Liabilities”
means all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable
and documented out-of-pocket attorneys’ fees and expenses) and disbursements of any kind or nature whatsoever, whether or
not incurred in a suit or proceeding brought by the Borrower, the Collateral Manager, the Equityholder or any third party.


 


“LIBOR Rate”
means, for any Interest Accrual Period, (i) with respect to any Advance made or outstanding on the first day of an Interest Accrual
Period, a rate per annum equal to the ICE Benchmark Administration Limited LIBOR Rate (“ICE LIBOR”), as published
by Reuters (or another commercially available source providing quotations of ICE LIBOR as designated by Administrative Agent from
time to time) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the commencement of such Interest Period,
for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to three (3) months and (ii)
with respect to any Advance not made or outstanding on the first day of an Interest Accrual Period, the rate per annum equal to
ICE LIBOR, as published by Reuters (or another commercially available source providing quotations of ICE LIBOR as designated by
Administrative Agent from time to time) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the date on which
such Advance is made, for Dollar deposits (for delivery on the date on which such Advance is made) with a term equivalent to three
(3) months; provided that, if no such rate is published by Reuters (or another commercially available source providing quotations
of ICE LIBOR as designated by Administrative Agent from time to time), the LIBOR Rate shall be the rate per annum determined by
the Administrative Agent using the average of the rates for London interbank deposits for a three (3) month period in United States
dollars at approximately 11:00 a.m. (London time) on the applicable rate setting day to prime banks in the London interbank market.
If the LIBOR Rate is less than zero percent then the LIBOR Rate shall be deemed to equal zero percent for all purposes of this
Agreement.


 




    	 	25	 



     


    

 


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


 


“Loan File”
means, with respect to each Collateral Loan delivered to the Custodian, each of the Required Loan Documents in original or copy
as identified on the related Document Checklist and any other document delivered in connection therewith.


 


“London Banking
Day” means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign
currency deposits) in London, England.


 


“Losses”
has the meaning assigned to such term in Section 13.09(d)(i).


 


“Maintenance
Covenant” means a covenant by any Obligor to comply with one or more financial covenants during each reporting period
(but not more frequently than quarterly), whether or not such Obligor has taken any specified action.


 


“Mandatory
Amortization Amount” means, with respect to the applicable Payment Dates set forth below and regardless of whether sufficient
funds are on deposit in the applicable Collection Account in respect of such Payment Date, an amount sufficient to reduce Advances
Outstanding as of such Payment Date to an amount equal to the percentage of Advances Outstanding as of (and immediately after giving
effect to the making of the Advances on) the Closing Date set forth opposite such Payment Date.


 


	Payment
    Date	 	Percent
    of Advances Outstanding as of

    the Closing Date
	Payment Date occurring on June 21, 2019	 	85.00%
	Each Payment Date occurring thereafter	 	(a) 85.00% minus (b) number of Payment Dates after one-year anniversary of the Closing Date multiplied times 6.25%
	Final Maturity Date	 	0%




 


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


 




    	 	26	 



     


    

 


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, financial condition or operations of the
Borrower, (b) the business, assets, financial condition or operations of the Collateral Manager, (c) the validity or enforceability
of this Agreement or any other Facility Document or the validity, enforceability or collectability of the Collateral Loans or the
Related Documents generally or any material portion of the Collateral Loans or the Related Documents, (d) the rights and remedies
of the Administrative Agent, the Lenders and the other Secured Parties with respect to matters arising under this Agreement or
any other Facility Document, (e) the ability of each of the Borrower or the Collateral Manager to perform its obligations
under any Facility Document to which it is a party or (f) the status, existence, perfection, priority or enforceability of the
Collateral Agent’s Lien on the Collateral (excluding in any case a decline in the asset value of the Borrower or a change
in general market conditions or values of the loans and investments held by the Borrower).


 


“Material
Modification” means, with respect to any Collateral Loan, any amendment, waiver, consent or modification of a Related
Document with respect thereto executed or effected after the date on which such Collateral Loan is acquired by the Borrower, that:


 


(a)          reduces
or waives one or more cash interest payments, reduces the frequency of cash interest payments, or permits any interest due with
respect to such Collateral Loan in cash to be deferred or capitalized and added to the principal amount of such Collateral Loan
(other than any deferral or capitalization already expressly permitted by the terms of its underlying instruments as of the date
such Collateral Loan was acquired by the Borrower);


 


(b)          contractually
or structurally subordinates such Collateral Loan by operation of a priority of payments, turnover provisions or the transfer of
assets in order to limit recourse to the related Obligor or releases any material guarantor or co-Obligor from its obligations
with respect thereto;


 


(c)          substitutes
or releases the underlying assets securing such Collateral Loan (other than as expressly permitted by the Related Documents as
of the date such Collateral Loan was acquired by the Borrower), and such substitution or release materially and adversely affects
the value of such Collateral Loan (as determined in the sole, reasonable discretion of the Administrative Agent);


 


(d)          waives,
extends or postpones any date fixed for any scheduled payment or mandatory prepayment of principal on such Collateral Loan; or


 


(e)          reduces
or forgives any principal amount of such Collateral Loan;


 


(f)          delays
or extends the maturity date of such Collateral Loan;


 


(g)          results
in any materially less financial information in respect of reporting frequency and scope being provided with respect to the related
Obligor or reduces the frequency or total number of any appraisals required thereunder that, in each case, has an effect on the
ability of the Collateral Manager or the Administrative Agent (as determined by the Administrative Agent in its reasonable discretion)
to make any determinations or calculations required or permitted hereunder;


 


(h)          amends,
waives or modifies in any material respect any Maintenance Covenant applicable to such Collateral Loan or any related definition
or component thereof; or


 


(i)          causes
such Collateral Loan to cease to be an Eligible Loan.


 




    	 	27	 



     


    

 


“Measurement
Date” means (a) the Closing Date, (b) the date on which a Collateral Loan is disposed of by the Borrower, (c) each Monthly
Report Determination Date, (d) the date that the Asset Value of any Collateral Loan is adjusted, (e) each other date of determination
on which the Borrowing Base is calculated and (f) any other date reasonably requested by the Borrower or the Administrative Agent.


 


“Minimum Equity
Amount” means, at any time, the greater of (a) $15,000,000 and (b) the aggregate Original Asset Values of the four (4)
largest Eligible Loans (it being understood that multiple Eligible Loans to the same Obligor and its Affiliates shall be treated
as a single exposure).


 


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


 


“Monthly Report”
has the meaning specified in Section 8.08(a).


 


“Monthly Report
Determination Date” has the meaning specified in Section 8.08(a).


 


“Monthly Reporting
Date” has the meaning specified in Section 8.08(a).


 


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


 


“Moody’s
Rating” means, with respect to any Collateral Loan, as of any date of determination:


 


(a)          if
such Collateral Loan has a monitored rating, an unpublished monitored rating expressly assigned to a debt obligation (or facility),
or a monitored estimated rating expressly assigned to a debt obligation (or facility) by Moody’s that addresses the full
amount of the principal interest promised, such rating;


 


(b)          if
the foregoing paragraph is not applicable, then, if the related Obligor has a corporate family rating by Moody’s, the rating
specified in the applicable row of the table below under “Relevant Rating” opposite the row in the table below that
describes such Collateral Loan:


 


	Collateral Loan	 	Relevant Rating
	 	 	 
	The Collateral Loan is a secured obligation, but is not a Second Lien Obligation and is not subordinate 	 	The rating by Moody’s that is one rating subcategory above such corporate family rating
	 	 	 
	The Collateral Loan is an unsecured obligation or is a Second Lien Obligation, but is not subordinate	 	The rating by Moody’s that is one rating subcategory below such corporate family rating
	 	 	 
	The Collateral Loan is subordinate	 	The rating by Moody’s that is two rating subcategories below such corporate family rating 




 




    	 	28	 



     


    

 


(c)          if
the foregoing paragraphs are not applicable, but there is a rating by Moody’s on a secured obligation of the Obligor that
is not a Second Lien Obligation and is not subordinate (the “other obligation”), the rating specified in the applicable
row of the table below under “Relevant Rating” opposite the row in the table below that describes such Collateral Loan:


 


	Collateral
    Loan	 	Relevant
    Rating
	 	 
	
        The Collateral Loan is a secured obligation, but is
not a Second Lien Obligation and is not subordinate
	 	The rating assigned by Moody’s to the other obligation
	 	 
	
        The Collateral Loan is an unsecured obligation or is
a Second Lien Obligation, but is not subordinate
	 	
        The rating by Moody’s that is one rating subcategory
below the rating assigned by Moody’s to the other obligation

	 	 
	The Collateral Loan is subordinate	 	The rating by Moody’s that is two rating subcategories below the rating assigned by Moody’s to the other obligation 


 


(d)          if
the foregoing paragraphs are not applicable, but there is a rating by Moody’s on an unsecured obligation of the Obligor (or,
failing that, an obligation that is a Second Lien Obligation) but is not subordinate (the “other obligation”), the
rating specified in the applicable row of the table below under “Relevant Rating” opposite the row in the table below
that describes such Collateral Loan:


 


	Collateral
    Loan	 	Relevant
    Rating
	 	 
	The Collateral Loan is a secured obligation, but is not a Second Lien Obligation and is not subordinate	 	
        The rating by Moody’s that is one rating subcategory
above the rating assigned by Moody’s to the other obligation

	 	 
	
        The Collateral Loan is an unsecured obligation or is
a Second Lien Obligation, but is not subordinate
	 	The rating assigned by Moody’s to the other obligation
	 	 
	The Collateral Loan is subordinate	 	
        The rating by Moody’s that is one rating subcategory
below the rating assigned by Moody’s to the other obligation



 


(e)          if
the foregoing paragraphs are not applicable, but there is a rating by Moody’s on an obligation of the Obligor that is subordinate
(the “other obligation”), the rating specified in the applicable row of the table below under “Relevant Rating”
opposite the row in the table below that describes such Collateral Loan:


 






    	 	29	 



     


    

 


	Collateral
    Loan	 	Relevant
    Rating
	 	 
	
        The Collateral Loan is a secured obligation, but is
not a Second Lien Obligation and is not subordinate
	 	
        The rating by Moody’s that is two rating subcategories
above the rating assigned by Moody’s to the other obligation

	 	 
	
        The Collateral Loan is an unsecured obligation or is
a Second Lien Obligation, but is not subordinate
	 	
        The rating by Moody’s that is one rating subcategory
above the rating assigned by Moody’s to the other obligation

	 	 
	
        The Collateral Loan is subordinate
	 	The rating assigned by Moody’s to the other obligation


 


(f)          if
a rating cannot be assigned pursuant to clauses (a) through (e), the Moody’s Rating may be determined using any of the methods
below:


 


(1)         for
up to 5% of the Aggregate Original Asset Value, the Borrower may apply to Moody’s for a shadow rating or public rating of
such Collateral Loan, which shall then be the Moody’s Rating (and the Borrower may deem the Moody’s Rating of such
Collateral Loan to be “B3” pending receipt of such shadow rating or public rating, as the case may be); provided that
(x) a Collateral Loan will not be included in the 5% limit of the Aggregate Original Asset Value if the Borrower has assigned
a rating to such Collateral Loan in accordance with clause (2) below and (y) upon receipt of a shadow rating or
public rating, as the case may be, such Collateral Loan will not be included in the 5% limit of the Aggregate Original Asset Value;
or


 


(2)         for
up to 5% of the Aggregate Original Asset Value, if there is a rating of an obligor that has been provided by S&P to the Administrative
Agent and the Borrower, the Borrower may impute a Moody’s Rating that corresponds to such rating; provided that
a Collateral Loan will not be included in the 5% limit of the Aggregate Original Asset Value if the Borrower has applied to Moody’s
for a shadow rating.


 


For purposes of this Agreement, a “private
rating” shall refer to a rating obtained by the Administrative Agent, by the Borrower or by or on behalf of an obligor on
a Collateral Loan that is not disseminated publicly; whereas a “shadow rating” shall refer to a credit estimate obtained
(i) upon application of the Borrower or a holder of a Collateral Loan or (ii) from the proper use of the RiskCalc Plus
probability of default model most recently made available by Moody’s. Any private rating or shadow rating shall be required
to be refreshed annually. If the Borrower applies to Moody’s for a shadow rating or public rating of a Collateral Loan, the
Borrower shall provide evidence to the Administrative Agent of such application and shall notify the Administrative Agent of the
expected rating. The Borrower shall notify the Administrative Agent of the shadow rating or public rating assigned by Moody’s
to a Collateral Loan.


 


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


 


“Net Equity
Amount” means, as of any date of determination, an amount equal to the sum of
(a) the Asset Values of all Eligible Loans held by the Borrower at such time, plus (b) the aggregate amount of Cash and
Eligible Investments then on deposit in the Principal Collection Subaccount, plus (c) the aggregate amount of Cash and Eligible
Investments then on deposit in the Cash Diversion Reserve Account, minus (d) the sum of (x) the Advances Outstanding at
such time plus (y) all other Obligations due and owing at such time.


 




    	 	30	 



     


    

 


“New Lending
Office” has the meaning assigned to such term in the definition of “Excluded Taxes”.


 


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


 


“Non-U.S.
Lender” has the meaning assigned to such term in Section 12.03(g).


 


“Note”
means each promissory note, if any, issued by the Borrower to a Lender in accordance with the provisions of Section 2.03,
substantially in the form of Exhibit D hereto.


 


“Noteless
Loan” means a Collateral Loan with respect to which (a) the related loan agreement does not require the Obligor to execute
and deliver an Underlying Note to evidence the indebtedness created under such Collateral Loan and (b) no Underlying Notes issued
to the Borrower are outstanding with respect to the portion of the Collateral Loan transferred to the Borrower.


 


“Notice of
Borrowing” has the meaning assigned to such term in Section 2.02.


 


“Notice of
Prepayment” has the meaning assigned to such term in Section 2.05.


 


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


 


“Obligor”
means, in respect of any Collateral Loan, the Person primarily obligated to pay Collections in respect of such Collateral Loan,
including any applicable guarantors; provided that, in the case of any Closing Date Participation Interest, the Obligor
thereunder shall be deemed to be the underlying obligor in respect of the Collateral Loan that is subject of such Closing Date
Participation Interest.


 


“OFAC”
has the meaning assigned to such term in Section 4.01(f).


 


“Original
Asset Value” means, for each Collateral Loan included in the Collateral, the product of (i) the Purchase Price paid by
the Borrower for such Collateral Loan times (ii) the Principal Balance of such Collateral Loan on the date such Collateral Loan
is acquired by the Borrower.


 


“Other Connection
Taxes” means, in the case of any Secured Party, any Taxes imposed by any jurisdiction by reason of such Secured Party
having any present or former connection with such jurisdiction (other than a connection arising solely from such Secured Party
having executed, delivered, become a party to, performed its obligations under, received any payment under, received or perfected
a security interest under, engaged in any other transaction pursuant to or enforced its rights under this Agreement, the Notes
or any other Facility Document or sold or assigned an interest in any Collateral Loan or Facility Document).


 


“Other Taxes”
has the meaning assigned to such term in Section 12.03(c).


 




    	 	31	 



     


    

 


“Paid in Full,”
“Pay in Full” or “Payment in Full” means, with respect to any Obligations the payment in
full in cash of all such Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto
has been asserted).


 


“Partial PIK
Loan” means a Collateral Loan that requires the Obligor to pay only a portion of the accrued and unpaid interest in Cash
on a current basis, the remainder of which is deferred and paid later together with interest thereon as a lump sum and is treated
as Interest Proceeds at the time it is received; provided that such Collateral Loan shall not constitute a Partial PIK Loan
if the portion of such interest required to be paid in Cash pursuant to the terms of the related underlying instruments carries
a current Cash pay interest rate of not less than 2.50% per annum over LIBOR.


 


“Participant”
means any bank or other Person to whom a participation is sold as permitted by Section 12.06(c).


 


“Participant
Register” has the meaning assigned to such term in Section 12.06(c)(ii).


 


“Participation
Interest” means a participation interest in a loan, debt obligation or other obligation that satisfies each of the following
criteria: (i) such loan would constitute a Collateral Loan were it acquired directly, (ii) the seller of the participation is a
lender on the loan, (iii) the aggregate participation in the loan does not exceed the principal amount or commitment of such loan,
(iv) such participation does not grant, in the aggregate, to the participant in such participation a greater interest than the
seller holds in the loan or commitment that is the subject of the participation, (v) the entire purchase price for such participation
is paid in full at the time of its acquisition (or, in the case of a participation in a Delayed Drawdown Collateral Loan, at the
time of the funding of such loan), and (vi) the participation provides the participant all of the economic benefit and risk of
the whole or part of the loan or commitment that is the subject of the loan participation. For the avoidance of doubt, a Participation
Interest shall not include a sub-participation interest in any loan.


 


“PATRIOT Act”
has the meaning assigned to such term in Section 4.01(f).


 


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


 


“Payment Date”
means the 21st day of March, June, September and December in each year, the first of which shall be September 21, 2018; provided
that, if any such day is not a Business Day, then such Payment Date shall be the next succeeding Business Day. The Final Maturity
Date shall also be a Payment Date.


 


“Payment Date
Report” has the meaning specified in Section 8.08(b).


 


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


 


“Percentage”
of any Lender means, (a) with respect to any Lender party hereto on the date hereof, the percentage set forth opposite such Lender’s
name on Schedule 1 hereto, as such amount is reduced by any Assignment and Acceptance entered into by such Lender with an
assignee or increased by any Assignment and Acceptance entered into by such Lender with an assignor, or (b) with respect to a Lender
that has become a party hereto pursuant to an Assignment and Acceptance, the percentage set forth therein as such Lender’s
Percentage, as such amount is reduced by an Assignment and Acceptance entered into between such Lender and an assignee or
increased by any Assignment and Acceptance entered into by such Lender with an assignor.


 




    	 	32	 



     


    

 


“Permitted
Assignee” means (a) a Lender or any of its Affiliates, (b) any Person managed by a Lender or any of its Affiliates or
(c) any financial or other institution or fund (other than the Borrower or an Affiliate thereof) acceptable to the Administrative
Agent and the Borrower (such consent not to be unreasonably withheld and such consent shall not be required during the existence
of an Event of Default).


 


“Permitted
Liens” means any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall
have been commenced: (a) Liens created in favor of the Collateral Agent hereunder or under the other Facility Documents for the
benefit of the Secured Parties; (b) 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; (c) with respect to agented Collateral
Loans, security interests, liens and other encumbrances in favor of the lead agent, the collateral agent or the paying agent on
behalf of all holders of indebtedness of the related Obligor under the related facility; and (d) any security interests, liens
and other rights or encumbrances granted under any governing documents or other agreement between or among or binding upon the
Borrower as the holder of equity in an Obligor.


 


“Permitted
Offer” means a tender offer or redemption notice (i) pursuant to the terms of which the offeror offers to acquire a Collateral
Loan in exchange for consideration consisting solely of Cash in an amount equal to or greater than the full face amount of such
Collateral Loan plus any accrued and unpaid interest and (ii) as to which the Collateral Manager has determined in its reasonable
commercial judgment that the offeror has sufficient access to financing to consummate the offer or redemption.


 


“Permitted
Subsidiary” means any subsidiary (a) that meets the then-current general criteria of Moody’s and S&P for bankruptcy
remote entities and that includes, in its Constituent Documents, “special purpose” provisions substantially similar
to those in the Constituent Documents of the Borrower, and (b) that is formed for the sole purpose of holding any Equity Security
in one or more Persons or other assets received in a workout of a Defaulted Collateral Loan or otherwise acquired in connection
with a workout of a Collateral Loan.


 


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


 


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


 


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


 


“Post-Default
Rate” means a rate per annum equal to the rate of interest otherwise in effect pursuant to this Agreement (or,
if no such rate is specified, the Base Rate) plus 4.25% per annum.


 


“Potential
Terminated Lender” has the meaning specified in Section 2.16(a).


 


“Predecessor
Collateral Manager Work Product” has the meaning assigned to such term in Section 14.07(e).


 




    	 	33	 



     


    

 


“Prepayment
Fee” has the meaning assigned to such term in Section 2.12(a).


 


“Prime Rate”
means the rate announced by Citibank 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 Citibank in connection
with extensions of credit to debtors.


 


“Principal
Balance” means, with respect to any loan, as of any date of determination, the outstanding principal amount of such
loan, excluding any capitalized interest; provided that, other than as expressly set forth herein, for all purposes of this
Agreement and the other Facility Documents (other than in determining the Asset Value of any Collateral Loan for purposes of calculating
the Borrowing Base or compliance with the Borrowing Base Test), in determining the Principal Balance of any Delayed Drawdown Collateral
Loan, any unfunded commitments in respect of such Delayed Drawdown Collateral Loan shall be assumed to have been fully funded as
of such date of determination.


 


“Principal
Collection Subaccount” has the meaning specified in Section 8.02(a).


 


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


 


“Priority
of Payments” has the meaning specified in Section 9.01(a).


 


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


 


“Proceeds”
has, with reference to any asset or property, the meaning assigned to it under Section 9-102(a)(64) of the UCC and, in any event,
shall include, but not be limited to, any and all amounts from time to time paid or payable under or in connection with such asset
or property.


 


“Prohibited
Transaction” means a transaction described in Section 406(a) of ERISA, that is not exempted by a statutory or administrative
or individual exemption granted pursuant to Section 408 of ERISA.


 


“Proper Instructions”
means instructions (including Trade Confirmations) received by the Custodian from the Borrower, or the Collateral Manager on behalf
of the Borrower, in any of the following forms acceptable to the Custodian: (a) in writing signed by an Authorized Person (and
delivered by hand, by mail, by overnight courier or by telecopier); (b) by electronic mail from an Authorized Person; (c)   in
tested communication; (d) in a communication utilizing access codes effected between electro mechanical or electronic devices;
or (e)   such other means as may be agreed upon from time to time by the
Custodian and the party giving such instructions.


 


“Purchase
Price” means, with respect to any Collateral Loan, the purchase price paid by the Borrower to purchase such Collateral
Loan, which (a) shall be expressed as a percentage of par not to exceed 100% and (b) shall be determined exclusive of accrued interest
and premium.


 


“QIB”
has the meaning assigned to such term in Section 12.06(e).


 




    	 	34	 



     


    

 


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


 


“Qualified
Purchaser” has the meaning assigned to such term in Section 12.06(e).


 


“Quarterly
Asset Amount” means, for any Payment Date, the arithmetical average of (a) the Aggregate Principal Balance of all
Eligible Loans and the cash and the principal balance of any Eligible Investments on deposit in the Principal Collection Subaccount,
measured as of the first day of the related Collection Period and (b) the Aggregate Principal Balance of all Eligible Loans and
the cash and the principal balance of any Eligible Investments on deposit in the Principal Collection Subaccount, measured as of
the related Determination Date.


 


“Register”
has the meaning assigned to such term in Section 12.06(d).


 


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


 


“Related Documents”
means, with respect to any Collateral Loan, all agreements or documents evidencing, securing, governing or giving rise to such
Collateral Loan.


 


“Related Property”
means, with respect to a Collateral Loan, any property or other assets designated and pledged or mortgaged as collateral to secure
repayment of such Collateral Loan, including, without limitation, all accounts, chattel paper, deposit accounts, financial assets,
general intangibles, instruments, investment property, letter-of-credit rights, other supporting obligations, any pledge of the
stock, membership or other ownership interests in the related Obligor or its subsidiaries, and all proceeds from any sale or other
disposition of such property or other assets.


 


“Related Security”
means, with respect to each Collateral Loan:


 


(a)          any
Related Property securing a Collateral Loan and all recoveries related thereto, all payments paid in respect thereof and all monies
due, to become due and paid in respect thereof accruing after the applicable date such Collateral Loan is acquired by the Borrower
and all liquidation proceeds thereof;


 


(b)          all
Liens, guaranties, indemnities and warranties, insurance policies, financing statements and other agreements or arrangements of
whatever character from time to time supporting or securing payment of any such indebtedness;


 


(c)          all
Collections with respect to such Collateral Loan and any of the foregoing;


 


(d)          any
guarantees or similar credit enhancement for an Obligor’s obligations under any Collateral Loan, all UCC financing statements
or other filings relating thereto, including all rights and remedies, if any, against any Related Security, including all amounts
due and to become due to the Borrower thereunder and all rights, remedies, powers, privileges and claims of the Borrower thereunder
(whether arising pursuant to the terms of such agreement or otherwise available to the Borrower at law or in equity);


 




    	 	35	 



     


    

 


(e)          all
records and Related Documents with respect to such Collateral Loan and any of the foregoing; and


 


(f)          all
recoveries and proceeds of the foregoing.


 


“Replacement
Lender” has the meaning assigned to such term in Section 2.16(a).


 


“Requested
Amount” has the meaning assigned to such term in Section 2.02.


 


“Required
Lenders” means, as of any date of determination, Lenders whose aggregate principal amount of Advances Outstanding aggregate
more than 50% of all Advances Outstanding.


 


“Required Loan Documents” means,
for each Collateral Loan:


 


		(a)	other than in the case of a Closing Date Participation
Interest, an executed copy of the assignment for such Collateral Loan;



 


		(b)	other than in the case of a Noteless Loan or a Closing
Date Participation Interest, the original executed Underlying Note endorsed by the issuer or the prior holder of record of such
Collateral Loan in blank or to the Borrower;



 


		(c)	an executed copy of the Underlying Loan Agreement, together
with a copy of all amendments and modifications thereto;



 


		(d)	a copy of each related security agreement (if any) signed
by each applicable Obligor;



 


		(e)	a copy of each related guarantee (if any) then executed
in connection with such Collateral Loan;



 


		(f)	for the Closing Date Participation Interests, the applicable
Closing Date Participation Agreement; and



 


		(g)	a Document Checklist.



 


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


 




    	 	36	 



     


    

 


“Sale Agreement”
means the Sale, Contribution and Master Participation Agreement, dated as of the date hereof, by and among the Equityholder and
the Borrower.


 


“Sanctioned
Country” means, at any time, a country or territory which is the subject or target of any Sanctions.


 


“Sanctioned
Person” means, at any time, (i) any Person listed in any Sanctions-related list of designated Persons maintained
by OFAC, the U.S. Department of State, or by the United Nations Security Council, the European Union,
any EU member state or Canada, (ii) any Person operating, organized or resident in a Sanctioned
Country or (iii) any Person controlled by any such Person.


 


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


 


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


 


“S&P Rating”
means, with respect to any Collateral Loan as of any date of determination:


 


(a)        if
such Collateral Loan has a monitored rating expressly assigned to a debt obligation (or facility) or a monitored estimated rating
expressly assigned to a debt obligation (or facility) by S&P, such rating,


 


(b)        if
the foregoing paragraph is not applicable, then, if the related Obligor has a corporate issuer rating by S&P, the rating specified
in the applicable row of the table below under “Relevant Rating” opposite the row in the table below that describes
such Collateral Loan:


 


	Collateral
    Loan	 	Relevant
    Rating
	 	 
	
        The Collateral Loan is a secured obligation, but is
not a Second Lien Obligation and is not subordinate
	 	
        The rating by S&P that is one rating subcategory
above such corporate issuer rating

	 	 
	
        The Collateral Loan is an unsecured obligation or is
a Second Lien Obligation, but is not subordinate
	 	
        The rating by S&P that is one rating subcategory
below such corporate issuer rating

	 	 
	
        The Collateral Loan is subordinate
	 	
        The rating by S&P that is two rating subcategories
below such corporate issuer rating



 




    	 	37	 



     


    

 


(c)          if
the foregoing paragraphs are not applicable, but there is a rating by S&P on a secured obligation of the Obligor that is not
a Second Lien Obligation and is not subordinate (the “other obligation”), the rating specified in the applicable row
of the table below under “Relevant Rating” opposite the row in the table below that describes such Collateral Loan:


 


	Collateral
    Loan	 	Relevant
    Rating
	 	 
	
        The Collateral Loan is a secured obligation, but is
not a Second Lien Obligation and is not subordinate
	 	
        The rating assigned by S&P to the other obligation

	 	 
	
        The Collateral Loan is an unsecured obligation or is
a Second Lien Obligation, but is not subordinate
	 	
        The rating by S&P that is one rating subcategory
below the rating assigned by S&P to the other obligation

	 	 
	
        The Collateral Loan is subordinate
	 	
        The rating by S&P that is two rating subcategories
below the rating assigned by S&P to the other obligation



 


(d)          if
the foregoing paragraphs are not applicable, but there is a rating by S&P on an unsecured obligation of the Obligor (or, failing
that, an obligation that is a Second Lien Obligation) but is not subordinate (the “other obligation”), the rating specified
in the applicable row of the table below under “Relevant Rating” opposite the row in the table below that describes
such Collateral Loan:


 


	Collateral
    Loan	 	Relevant
    Rating
	 	 
	
        The Collateral Loan is a secured obligation, but is
not a Second Lien Obligation and is not subordinate
	 	
        The rating by S&P that is one rating subcategory
above the rating assigned by S&P to the other obligation

	 	 
	
        The Collateral Loan is an unsecured obligation or is
a Second Lien Obligation, but is not subordinate
	 	
        The rating assigned by S&P to the other obligation

	 	 
	
        The Collateral Loan is subordinate
	 	
        The rating by S&P that is one rating subcategory
below the rating assigned by S&P to the other obligation



 


(e)          if
the foregoing paragraphs are not applicable, but there is a rating by S&P on an obligation of the Obligor that is subordinate
(the “other obligation”), the rating specified in the applicable row of the table below under “Relevant Rating”
opposite the row in the table below that describes such Collateral Loan:


 




    	 	38	 



     


    

 


	Collateral
    Loan	 	Relevant
    Rating
	 	 
	
        The Collateral Loan is a secured obligation, but is
not a Second Lien Obligation and is not subordinate
	 	
        The rating by S&P that is two rating subcategories
above the rating assigned by S&P to the other obligation

	 	 
	
        The Collateral Loan is an unsecured obligation or is
a Second Lien Obligation, but is not subordinate
	 	
        The rating by S&P that is one rating subcategory
above the rating assigned by S&P to the other obligation

	 	 
	
        The Collateral Loan is subordinate
	 	
        The rating assigned by S&P to the other obligation



 


(f)          if
the foregoing paragraphs are not applicable, then the S&P Rating shall be “CC”; provided that (x) if
application has been made to S&P to rate a Collateral Loan and such Collateral Loan has a Moody’s Rating, then the S&P
Rating with respect to such Collateral Loan shall, pending the receipt of such rating from S&P, be equal to the S&P Rating
that is equivalent to such Moody’s Rating and (y) Collateral Loans constituting no more than 10% of the Aggregate Original
Asset Value may be given an S&P Rating based on a rating given by Moody’s as provided in clause (x) (after
giving effect to the addition of the relevant Collateral Loan, if applicable).


 


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


 


“SEC”
means the Securities and Exchange Commission or any other governmental authority of the United States of America at the time administrating
the Securities Act, the Investment Company Act or the Exchange Act.


 


“Second Lien
Obligation” means any loan (and not a bond or similar security) that meets the following criteria:


 


(a)          is
not (and is not expressly permitted by its terms to become) subordinate in right of payment to any other obligation for borrowed
money of the Obligor of such loan (excluding customary terms applicable to a second lien lender under customary intercreditor provisions,
such as with respect to the liquidation of the Obligor or of specified collateral for such loan);


 


(b)          is
secured by a valid second priority perfected Lien in, to or on specified collateral securing the Obligor’s obligations under
such loan (whether or not such loan is also secured by any higher or lower priority Lien on other collateral); provided
that if such loan is also secured by a valid first priority perfected Lien in, to or on other specified collateral securing the
Obligor’s obligations under such loan and otherwise satisfies the requirements of the definition of First Lien Obligation,
then such loan shall be deemed to be a First Lien Obligation for the purposes of this Agreement;


 




    	 	39	 



     


    

 


(c)          is
secured, pursuant to such second priority perfected Lien, by collateral having a value (determined as set forth below) not
less than the outstanding principal balance of such loan plus the aggregate outstanding principal balances of all other
loans of equal or higher seniority secured by a first or second Lien in the same collateral;


 


(d)          is
not a loan which is secured solely or primarily by the common stock of its Obligor or any of its Affiliates; and


 


(e)          such
loan is priced by at least one independent sources (as evidenced by data from Loan X, Inc., Loan Pricing Corporation, MarkIt Partners
or any other nationally recognized loan pricing service selected by the Administrative Agent).


 


The determination as
to whether clause (c) of this definition is satisfied shall be based on the Collateral Manager’s judgment at the time
the loan is acquired by the Borrower (which value may include an assessment of the Obligor’s cash flow, enterprise value,
general financial condition and other attributes). The limitation set forth in clause (d) above shall not apply with respect
to a loan made to a parent entity that is secured solely or substantially by the stock of one or more of the subsidiaries of such
parent entity to the extent that the granting by any such subsidiary of a Lien on its own property would (1) in the case of a subsidiary
that is not part of the same consolidated group as such parent entity for U.S. federal income tax purposes, result in a deemed
dividend by such subsidiary to such parent entity for such tax purposes, (2) violate Law applicable to such subsidiary (whether
the obligation secured is such loan or any other similar type of indebtedness owing to third parties) or (3) cause such subsidiary
to suffer adverse economic consequences under capital adequacy or other similar rules, in each case, so long as (x) the Related
Documents limit the incurrence of indebtedness by such subsidiary and (y) the aggregate amount of all such indebtedness is not
material relative to the aggregate value of the assets of such subsidiary.


 


“Secured Parties”
means the Administrative Agent, the Collateral Agent, the Custodian, the Collateral Administrator, the Securities Intermediary
and the Lenders.


 


“Secured Party
Representative” has the meaning assigned to such term in Section 12.09.


 


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


 


“Securities
Intermediary” has the meaning assigned to it in Section 8-102(a)(14) of the UCC.


 


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


 


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


 


“Specified
Eligible Investment” means an Eligible Investment meeting the requirements of Section 8.07(a) and that is available
to the Collateral Agent, to be specified by the Collateral Manager to the Collateral Agent (with a copy to the Administrative Agent)
on or prior to the Closing Date; provided that, so long as no Default or Event of Default shall have occurred and then be
continuing, at any time with not less than five Business Days’ notice to the Collateral Agent (with a copy to the Administrative
Agent), the Collateral Manager may (and, if the then Specified Eligible Investment is no longer available to the Collateral
Agent, shall) designate another Eligible Investment that meets the requirements of Section 8.07(a) and that is available
to the Collateral Agent to be the Specified Eligible Investment for purposes hereof. After the occurrence and continuation of a
Default or Event of Default, a Specified Eligible Investment shall mean an Eligible Investment meeting the requirements of Section
8.07(a) and which has been selected by the Administrative Agent.


 




    	 	40	 



     


    

 


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


 


“Subject Laws”
has the meaning assigned to such term in Section 4.01(f).


 


“Successor
Collateral Manager” has the meaning assigned to such term in Section 14.07(c).


 


“Tangible
Net Worth” means, at any time, the excess of the value of total assets (excluding patents, trademarks, copyrights, trade
names, licenses, operating agreements, deferred or capitalized research and development costs, goodwill (including any amounts,
however designated, representing the cost of acquisition of business and investments in excess of the book value thereof), unamortized
debt discount and expense, deferred research and development costs, any write-up of asset value associated with intangible assets
under GAAP, and any other assets treated as intangible assets under GAAP) over total liabilities, determined in accordance with
GAAP, of the Equityholder and its Subsidiaries.


 


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


 


“Trade Confirmation”
means a confirmation of the Borrower’s acquisition of a Collateral Loan delivered to the Collateral Agent (with a copy to
the Custodian and the Administrative Agent) by the Borrower pursuant to Section 13.03(a), and setting forth applicable information
with respect to such Collateral Loan, which confirmation shall contain such information in respect of such Collateral Loan as the
Custodian may reasonably require in order to enable the Custodian to perform its duties hereunder in respect of such Collateral
Loan in the form of a customary trade confirmation as agreed to by, the Custodian and the Borrower from time to time.


 


“Tranche Size”
means, in respect of any Collateral Loan, the aggregate principal amount of all of the borrowing facilities available to the Obligor
under the terms of the relevant Underlying Loan Agreement as of the original effective date of the Underlying Loan Agreement. For
purposes of determining the Tranche Size in respect of any Collateral Loan: (a) for Collateral Loans that are, in accordance with
then-prevailing market practice, typically bought and sold together, the respective aggregate principal
amount of the borrowing facilities available to the Obligor under the facilities evidenced by the relevant Underlying Loan Agreement
shall be aggregated (and, for the avoidance of doubt, the respective aggregate principal amounts of all revolving facilities, term
loan “A” tranches, term loan “B” tranches and similar loan tranches issued under a single credit agreement
shall be aggregated); (b) the respective principal amounts of lines of credit and delayed draws that, in accordance with then-prevailing
market practice, trade with any Collateral Loan shall be aggregated; and (c) the respective principal amount of any borrowing facilities
that are, under then prevailing market practice, considered add-on facilities in respect of any Collateral Loan shall be aggregated
with the principal amount of such Collateral Loan; provided that, in the case of clauses (a), (b) and (c) above, such facilities
are pari passu in terms of repayment seniority and, with respect to appropriate price adjustments, buyers are typically indifferent
between such facilities.


 




    	 	41	 



     


    

 


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


 


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


 


“Underlying
Loan Agreement” means, with respect to any Collateral Loan, the document or documents evidencing the commercial loan
agreement or facility pursuant to which such Collateral Loan is made.


 


“Underlying
Note” means one or more promissory notes, if any, executed by an Obligor evidencing a Collateral Loan.


 


“Unfunded
Reserve Account” has the meaning specified in Section 8.04.


 


“Unfunded
Reserve Required Amount” has the meaning specified in Section 8.04.


 


“U.S. Tax
Compliance Certificate” has the meaning specified in 12.03(g).


 


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


 


“Warranty
Collateral Loan” has the meaning assigned to such term in the Sale Agreement.


 


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


 


Section 1.02.         Rules
of Construction


 


For all purposes of
this Agreement and the other Facility Documents, except as otherwise expressly provided or unless the context otherwise requires,
(a) singular words shall connote the plural as well as the singular and vice versa (except as indicated), as may be appropriate,
(b) the words “herein,” “hereof” and “hereunder” and other words of similar import used in
any Facility Document refer to such Facility Document as a whole and not to any particular article, schedule, section, paragraph,
clause, exhibit or other subdivision thereof, (c) the headings, subheadings and table of contents set forth in any Facility Document
are solely for convenience of reference and shall not constitute a part of such Facility Document nor shall they affect the meaning,
construction or effect of any provision hereof, (d) references in any Facility Document to “include” or “including”
shall mean include or including, as applicable, without limiting the generality of any description preceding such term, and for
purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable
to an enumeration of specific matters, to matters similar to those specifically mentioned, (e) any definition of or reference to
any Facility Document, agreement, instrument or other document shall be construed as referring to such Facility Document, instrument
or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein or any other Facility Document), (f) any reference in any Facility Document, including
the introduction and recitals to such Facility Document, to any Person shall be construed to include such Person’s successors
and assigns (subject to any restrictions set forth herein or in any other applicable agreement), (g) any reference to any law or
regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time and (h) any Event
of Default shall be continuing until expressly waived in writing by the Required Lenders.


 




    	 	42	 



     


    

 


Section 1.03.         Computation
of Time Periods


 


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


 


Section 1.04.         Collateral
Value Calculation Procedures


 


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


 


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


 


(b)          For
purposes of calculating the Coverage Tests, except as otherwise specified in the Coverage Tests, such calculations will not include
(i) scheduled interest and principal payments on Ineligible Collateral Loans unless or until such payments are actually made and
(ii) ticking fees and other similar fees in respect of Collateral Loans, unless or until such fees are actually paid.


 


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


 


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


 


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


 




    	 	43	 



     


    

 


(f)          Notwithstanding
any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be in Dollars.
For purposes of this Agreement, calculations with respect to all amounts received or required to be paid in a currency other than
Dollars shall be valued at zero.


 


(g)          For
purposes of calculating compliance with the Coverage Tests under this Agreement in connection with the acquisition or disposition
of a Collateral Loan or Eligible Investment, (i) for purposes of calculating the Borrowing Base Test, the settlement date (and
not the trade date) with respect to any such Collateral Loan or Eligible Investment acquired or disposed of (other than a Collateral
Loan or Eligible Investment disposed of in accordance with Section 10.01(a)(i) in order to cure a Borrowing Base Deficiency,
which will be calculated using the trade date (and not the settlement date) with respect to any such disposition) or under consideration
for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test and whether such acquisition
or disposition is permitted hereunder and (ii) for purposes of calculating any other Coverage Test, the trade date (and not the
settlement date) with respect to any such Collateral Loan or Eligible Investment acquired or disposed of or under consideration
for acquisition or disposition shall be used to determine compliance with such other Coverage Test and whether such acquisition
or disposition is permitted hereunder; provided that the calculation thereof shall assume (and give pro forma effect to)
(x) the making of the Advances to the Borrower hereunder and the capital contributions to the Borrower by the Equityholder in connection
with the settlement of the acquisition of the Collateral Loans (based on the purchase price therefor) and (y) the repayment of
an Advance to the Borrower upon settlement of any disposition of a Collateral Loan (based on the sale price therefor).


 


(h)          Except
as otherwise expressly provided herein, Ineligible Collateral Loans will (i) be treated as having an Asset Value of equal to zero
and (ii) be excluded from the calculation of the Borrowing Base on and after the date such Collateral Loan constitutes an Ineligible
Collateral Loan.


 


ARTICLE
II

ADVANCES


 


Section 2.01.         Advances


 


(a)          On
the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make
a loan to the Borrower (each, an “Advance” and collectively, the “Advances”) on the Closing
Date, on a pro rata basis in each case in an aggregate principal amount equal to such Lender’s Commitment and, as to all
Lenders, in an aggregate principal amount up to but not exceeding the Borrowing Base as then in effect. Such borrowing of the Advances
on the Closing Date is referred to herein as the “Borrowing”.


 


Section 2.02.         Making
of the Advances


 


(a)          If
the Borrower desires to make a Borrowing under this Agreement on the Closing Date it shall give the Collateral Agent and the Administrative
Agent a written notice (each, a “Notice of Borrowing”) for such Borrowing (which notice shall be irrevocable
and effective upon receipt) not later than 12:00 noon at least two (2) Business Days prior to the Closing Date.


 


The Notice of Borrowing
shall be substantially in the form of Exhibit A hereto, dated the Closing Date, signed by a Responsible Officer of the Borrower,
shall attach a Borrowing Base Calculation Statement, and shall otherwise be appropriately completed. The proposed date of the Borrowing
specified in each Notice of Borrowing shall be the Closing Date.


 




    	 	44	 



     


    

 


The Administrative
Agent shall notify each Lender of its receipt of such Notice of Borrowing by 4:30 p.m. on the day of receipt thereof.


 


(b)          Each
Lender shall, not later than 12:00 noon on the Closing Date, make its Percentage of the applicable Requested Amount available to
the Administrative Agent in immediately available funds by disbursing such funds in Dollars to the account of the Administrative
Agent in accordance with the wiring instruction set forth in the notification of Notice of Borrowing delivered by the Administrative
Agent to the Lenders pursuant to Section 2.02(a). Once each Lender has funded its Percentage of the applicable Requested
Amount, the Administrative Agent shall make the Requested Amount available to the Borrower by disbursing such funds in Dollars
to the Principal Collection Subaccount.


 


Section 2.03.         Evidence
of Indebtedness; Notes


 


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


 


(b)          Any
Lender may request that its Advance to the Borrower be evidenced by a Note. In such event, the Borrower shall promptly prepare,
execute and deliver to such Lender a Note payable to such Lender and otherwise appropriately completed. Thereafter, the Advance
of such Lender evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section
12.06(a)) be represented by a Note payable to such Lender (or registered assigns pursuant to Section 12.06(a)),
except to the extent that such Lender (or assignee) subsequently returns any such Note for cancellation and requests that
such Advance once again be evidenced as described in clause (a) of this Section 2.03.


 


Section 2.04.         Payment
of Principal and Interest


 


The Borrower shall
pay principal and Interest on the Advances to the account of the Administrative Agent for disbursement to the Lenders as follows:


 


(a)          On
each applicable Payment Date, the Borrower shall pay principal on the Advances in an amount necessary to reduce the Advances Outstanding
to the amounts set forth in the definition of “Mandatory Amortization Amount.” The Borrower shall pay the outstanding
principal amount of each Advance, together with all accrued and unpaid Interest thereon, and all other Obligations (other than
contingent indemnification and reimbursement obligations for which no claim giving rise thereto has been asserted) on the Final
Maturity Date.


 


(b)          Interest
shall accrue at the Interest Rate on the unpaid principal amount of each Advance from the Closing Date until such principal amount
is Paid in Full. The Administrative Agent shall determine the unpaid Interest payable thereto prior to each Payment Date using
the applicable Interest Rate for the related Interest Accrual Period to be paid by the Borrower with respect to each Advance on
each Payment Date for the related Interest Accrual Period and shall advise each Lender and the Collateral Manager thereof and shall
send a consolidated invoice of all such Interest to the Borrower on the third (3rd) Business Day prior to such Payment
Date.


 




    	 	45	 



     


    

 


(c)          Accrued
Interest on each Advance shall be payable in arrears (i) on each Payment Date, and (ii) in connection with any prepayment in full
of the Advances pursuant to Section 2.05(a); provided that (x) with respect to any prepayment in full of the
Advances outstanding, accrued Interest on such amount through the date of prepayment may be payable on such date or as otherwise
agreed to between the Lenders and the Borrower and (y) with respect to any partial prepayment of the Advances outstanding, accrued
Interest on such amount through the date of prepayment shall be payable on the Payment Date following such prepayment.


 


(d)          Subject
in all cases to Section 2.04(e), the obligation of the Borrower to pay the Obligations, including the obligation of the
Borrower to pay the Lenders the outstanding principal amount of the Advances and accrued interest thereon, shall be absolute, unconditional
and irrevocable, and shall be paid strictly in accordance with the terms hereof (including Section 2.15), under any
and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any other Person
may have or have had against any Secured Party or any other Person.


 


(e)          Notwithstanding
any other provision of this Agreement, the obligations of the Borrower under this Agreement are limited recourse obligations of
the Borrower payable solely from the Collateral in accordance with the Priority of Payments and, following realization of the Collateral,
and application of the proceeds thereof in accordance with the Priority of Payments and, subject to Section 2.13, all obligations
of and any claims against the Borrower hereunder or in connection herewith after such realization shall be extinguished and shall
not thereafter revive. No recourse shall be had against any officer, director, employee, shareholder, Affiliate, member, manager,
agent, partner, principal or incorporator of the Borrower or their respective successors or assigns for any amounts payable under
this Agreement. It is understood that the foregoing provisions of this clause (e) shall not (i) prevent recourse to the
Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (ii) constitute
a waiver, release or discharge of any indebtedness or obligation evidenced by this Agreement until such Collateral has been realized.
It is further understood that the foregoing provisions of this clause (e) shall not limit the right of any Person to name
the Borrower as a party defendant in any proceeding or in the exercise of any other remedy under this Agreement, so long as no
judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against
the Borrower.


 


Section 2.05.         Prepayment
of Advances


 


(a)          Optional
Prepayments. The Borrower may, from time to time on any Business Day, voluntarily prepay Advances in whole or in part, without
penalty or premium, subject to Section 2.10; provided that the Borrower shall have delivered to the Collateral Agent
and the Administrative Agent written notice of such prepayment (such notice, a “Notice of Prepayment”) in the
form of Exhibit B hereto not later than 12:00 noon one (1) Business Day prior to the date of such prepayment (provided
that same day notice may be given to cure any non-compliance with the Coverage Tests). The Collateral Agent shall promptly notify
the Lenders of such Notice of Prepayment. Each such Notice of Prepayment shall be irrevocable and effective upon receipt and shall
be dated the date such notice is being given, signed by a Responsible Officer of the Borrower and otherwise appropriately completed.
Each prepayment of any Advance by the Borrower pursuant to this Section 2.05(a) (other than a prepayment made in order to
cure any non-compliance with the Coverage Tests) shall in each case be in a principal amount of at least $500,000 or such lesser
amount that may be agreed to by the Administrative Agent. If a Notice of Prepayment is given by the Borrower, the Borrower shall
make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.


 


(b)          Mandatory
Prepayments. The Borrower shall prepay the Advances on each Payment Date in the manner and to the extent provided in the Priority
of Payments. The Borrower shall provide, in each Payment Date Report, notice of the aggregate amounts of Advances that are
to be prepaid on the related Payment Date in accordance with the Priority of Payments.


 




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(c)          Borrowing
Base Deficiency Cures.


 


(i)          In
addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement,
if any Borrowing Base Deficiency exists, then the Borrower may eliminate such Borrowing Base Deficiency in its entirety by effecting
one or more (or any combination thereof) of the following actions: (A) deposit into or credit to the Collection Account Cash
and Eligible Investments, (B) repay the Advances (together with any breakage payments pursuant to Section 2.10 and
all accrued and unpaid costs and expenses of the Agents, Custodian, Collateral Administrator, Securities Intermediary and the Lenders
for which the Borrower has received a reasonably detailed invoice prior to such date of repayment, in each case in respect of the
amount so repaid), or (C) sell Collateral Loans in accordance with Section 10.01.


 


(ii)         In
connection with the proposed repayment of Advances pursuant to Section 2.05(c)(i), the Borrower (or the Collateral
Manager on its behalf) shall deliver in accordance with Section 2.05(a) to the Administrative Agent (with a copy to the
Collateral Agent, the Collateral Administrator and the Custodian) a Notice of Prepayment and a duly completed Borrowing Base Calculation
Statement, updated to the date such repayment is being made and giving pro forma effect to such repayment.


 


(iii)        Until
such time as any Borrowing Base Deficiency has been cured in full and no other Default or Event of Default has occurred and is
continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Borrower
shall not request that the Collateral Agent grant the release of any Lien on, or the transfer of, any Collateral Loan from the
Collateral.


 


(d)          Additional
Prepayment Provisions. Each prepayment pursuant to this Section 2.05 shall be subject to Sections 2.04(c)
and 2.10 and applied to the Advances in accordance with the Lenders’ respective Percentages.


 


Section 2.06.         Commitments


 


The Commitments of
all Lenders shall automatically terminate upon the making of the Advances on the Closing Date and any unused Commitments shall
expire and be automatically reduced to zero and terminated at 5:00 p.m. on the Closing Date. The Commitments of the Lenders once
terminated may not be reinstated.


 


Section 2.07.         Maximum
Lawful Rate


 


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


 






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Section 2.08.         Several
Obligations


 


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


 


Section 2.09.         Increased
Costs


 


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


 


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


 


(ii)         subject
any Secured Party to any Taxes (other than (A) Non-Excluded Taxes, (B) Taxes described in clauses (b) through (d)
of the definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit,
commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


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


 


and the result of any
of the foregoing shall be to increase the cost to any Affected Person of making, continuing, converting into or maintaining any
Advance (or of maintaining its obligation to make any Advance) or to increase the cost to, or to reduce the amount of any payment
(whether of principal, interest, fees, compensation or otherwise) or sum received or receivable by, such Affected Person hereunder
(whether of principal, interest, fees, compensation or otherwise), then the Borrower will pay to such Affected Person from time
to time after receipt of a written demand by a Responsible Officer of such Affected Person in Dollars, such additional amount or
amounts as will compensate such Affected Person for such additional costs incurred or reduction suffered within ten (10) days of
receipt of such demand.


 


(b)          Capital
Requirements. If any Affected Person determines that any Change in Law regarding capital or liquidity requirements has or would
have (but for the operation of this Section 2.09) the effect of reducing the rate of return on such Affected Person’s
capital or on the capital of such Affected Person’s holding company, if any, as a consequence of this Agreement (or arising
in connection herewith) or the Advances made by such Affected Person to a level below that which such Affected Person or such Affected
Person’s holding company could have achieved but for such Change in Law (taking into consideration such Affected Person’s
policies and the policies of such Affected Person’s holding company with respect to capital adequacy or liquidity coverage)
by an amount deemed to be material by such Affected Person, then from time to time after demand by such Affected Person, the Borrower
will pay to such Affected Person in Dollars, such additional amount or amounts as will compensate such Affected Person or such
Affected Person’s holding company for any such reduction suffered or charge imposed within ten (10) days of receipt of such
demand.


 


(c)          Liquidity
Support. If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.09,
any Affected Person is required to compensate a bank or other financial institution providing liquidity support, credit enhancement
or other similar support to such Affected Person in connection with this Agreement or the funding or maintenance of Advances hereunder,
then the Borrower shall pay to such Affected Person such additional amount or amounts as may be necessary to reimburse such Affected
Person for any amounts payable or paid by it.


 




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(d)          Ratings.
If the Administrative Agent determines that it is necessary or appropriate to obtain a credit rating on the Advances, the Borrower
shall provide (no later than 60 days following receipt by the Borrower of such reasonable request), at the Administrative Agent’s
Expense, at least one credit rating agency designated by the Administrative Agent with all information and documents reasonably
requested by such rating agency (to the extent such information or documents are in the possession of or reasonably available to
the Borrower) and otherwise cooperate with such rating agency’s review of the Facility Documents and transactions contemplated
hereby.


 


(e)          Calculation.
In determining any amount provided for in this Section 2.09, the Affected Person may use any reasonable averaging
and attribution methods. The Administrative Agent, on behalf of any Affected Person making a claim under this Section 2.09,
shall submit to the Borrower a certificate of a Responsible Officer of the Affected Person 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.
The Borrower shall pay such amount shown as due on any such certificate on the next Payment Date after receipt thereof.


 


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


 


(g)          Lending
Office. Upon the occurrence of any event giving rise to the Borrower’s obligation to pay additional amounts to a Lender
pursuant to clauses (a) or (b) of this Section 2.09, such Lender will, if requested by the Borrower, use reasonable efforts
(subject to overall policy considerations of such Lender) to designate a different lending office if such designation would reduce
or obviate the obligations of the Borrower to make future payments of such additional amounts; provided that such designation
is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage
(as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation
of any such provision.


 


(h)          After-Tax
Basis. The payment of amounts under this Section 2.09 shall be on an after Tax basis.


 


Section 2.10.         Compensation;
Breakage Payments


 


The Borrower agrees
to compensate each Affected Person from time to time, on the Payment Dates (or the applicable date of prepayment) following such
Affected Person’s written request (which request shall set forth the basis for requesting such amounts) in accordance with
the Priority of Payments, for all reasonable losses, expenses and liabilities (including any interest paid by such Affected Person
to lenders of funds borrowed to make or carry an Advance bearing interest that was computed by reference to the LIBOR Rate and
any loss sustained by such Affected Person in connection with the re-employment of such funds but excluding loss of anticipated
profits), which such Affected Person may sustain: (i) if any payment, prepayment or conversion of any of the Borrower’s Advances
bearing interest that was computed by reference to the LIBOR Rate occurs on a date that is not the last day of the relevant Interest
Accrual Period, and (ii) if any payment or prepayment of any Advance bearing interest that was computed by reference to the LIBOR
Rate is not made on a Payment Date or pursuant to a Notice of Prepayment given by the Borrower. A certificate as to any amounts
payable pursuant to this Section 2.10 submitted to the Borrower by any Lender (with a copy to the Agents, and accompanied
by a reasonably detailed calculation of such amounts and a description of the basis for requesting such amounts) shall be conclusive
in the absence of manifest error.


 




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Section 2.11.         Illegality;
Inability to Determine Rates


 


(a)          Notwithstanding
any other provision in this Agreement, in the event of a Eurodollar Disruption Event, then the affected Lender shall promptly notify
the Agents and the Borrower thereof, and such Lender’s obligation to make or maintain Advances hereunder based on the Adjusted
Eurodollar Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the Adjusted Eurodollar
Rate.


 


(b)          Upon
the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the
Adjusted Eurodollar Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts
(subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable
such Lender to again make and maintain Advances based on the Adjusted Eurodollar Rate; provided that such designation is
made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage
(as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation
of any such provision.


 


(c)          If,
prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative
Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable
Advances, or (ii) the Required Lenders determine and notify the Administrative Agent that the Adjusted Eurodollar Rate with respect
to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent
will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or
maintain Advances based on the Adjusted Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction
of the Required Lenders) revokes such notice.


 


Section 2.12.         Prepayment
Fee


 


If, prior to the scheduled
Final Maturity Date, the Facility Amount is reduced in whole or in part at the option or election of the Borrower (other than through
application of amounts on deposit in the Payment Account pursuant to Section 9.01), the Borrower shall pay to the Collateral Agent
(for the account of the Lenders on a pro rata basis), a prepayment fee (a “Prepayment Fee”) equal to the product
of (i) the Facility Amount (in the event the Facility Amount is reduced in whole) or the amount of such reduction of the Facility
Amount (in the event the Facility Amount is reduced in part) multiplied by (b) the percentage set forth below opposite the
applicable time remaining to the scheduled Final Maturity Date on the date of such prepayment:


 






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	Time
    Remaining to Scheduled Final Maturity

Date	 	Prepayment
    Fee Percentage
	 	 	 
	> 1.00 year	 	0.500%
	 	 	 
	< 1.00 Year but > 0.75 Years 	 	0.500%
	 	 	 
	< 0.75 Years but > 0.50 Years 	 	0.375%
	 	 	 
	< 0.50 Years but > 0.25 Years 	 	0.250%
	 	 	 
	< 0.25 Years but prior to the Final Maturity Date	 	0.125%


 


Such Prepayment Fee
shall be payable on the date of the termination of this Agreement (in the event this Agreement is terminated in whole) or on the
first Payment Date immediately succeeding the reduction of the Facility Amount (in the event the Facility Amount is reduced in
part).


 


Section 2.13.         Rescission
or Return of Payment


 


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


 


Section 2.14.         Post-Default
Interest


 


During the existence
of an Event of Default, all Obligations shall bear interest at the Post-Default Rate. Interest payable at the Post-Default Rate
shall be payable on each Payment Date in accordance with the Priority of Payments.


 


Section 2.15.         Payments
Generally


 


(a)          All
amounts owing and payable to any Secured Party, any Affected Person or any Indemnified Party, in respect of the Advances and other
Obligations, including the principal thereof, interest, fees, indemnities, expenses or other amounts payable under this Agreement
or any other Facility Document, shall be paid by the Borrower to the applicable recipient in Dollars, in immediately available
funds, in accordance with the Priority of Payments, and all without counterclaim, setoff, deduction, defense, abatement, suspension
or deferment. Each Lender shall provide wire instructions to the Borrower and the Collateral Agent. Payments must be received by
the Collateral Agent on or prior to 3:00 p.m. on a Business Day (the Collateral Agent shall then wire such funds to the Lenders
prior to 4:00 p.m. on such Business Day); provided that, payments received by the Collateral Agent after 3:00 p.m. or payments
received by the Lenders after 4:00 p.m. on a Business Day will be deemed to have been paid on the next following Business Day.
At no time will the Collateral Agent have any duty (express or implied) to fund (or front or advance) any amount owing by the Borrower
hereunder.


 


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


 




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(c)          All
payments under the Facility Documents shall be made in USD.


 


Section 2.16.         Replacement
of Lenders


 


(a)          Notwithstanding
anything to the contrary contained herein, in the event that (i) any Affected Person shall request reimbursement for amounts
owing pursuant to Section 2.09 (each such Affected Person, a “Potential Terminated Lender”), (ii)
the Borrower shall be required to reimburse any Affected Person for any Non-Excluded Taxes or pay any additional amounts to any
Affected Person or any Governmental Authority for the account of any Affected Person pursuant to Section 12.03 (each such
Affected Person, also a “Potential Terminated Lender”) and such Potential Terminated Lender has declined or
is unable to designate a different lending office in accordance with Section 2.19, or (iii) any Lender does not give or
approve any consent, waiver or amendment that requires the approval of all Lenders or all affected Lenders in accordance with the
terms hereof and has been approved by the Required Lenders (such non-consenting Lender, also, a “Potential Terminated
Lender”), the Borrower, at its sole expense and effort, shall be permitted, upon no less than ten (10) days written notice
to the Administrative Agent and such Potential Terminated Lender, to require such Potential Terminated Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.06),
all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.09 and 12.03) and
obligations under this Agreement and the related Facility Documents to an assignee permitted pursuant to Section 12.06 (a
“Replacement Lender”) that shall assume such obligations (which assignee may be another Lender, if such Lender
accepts such assignment); provided that:


 


(A)         such
Potential Terminated Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Facility Documents (including
any amounts under Section 2.10 but subject to Section 2.17) from the Replacement Lender (to the extent of such
outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);


 


(B)         in
the case of any such assignment resulting from a claim for compensation under Sections 2.09 or 12.03, such assignment
will result in a reduction in such compensation or payments thereafter;


 


(C)         such
assignment does not conflict with applicable Laws; and


 


(D)         in
the case of an assignment based on clause (iv) above, the Replacement Lender shall have consented to the applicable amendment,
waiver or consent.


 


(b)          Each
Potential Terminated Lender hereby agrees to take all actions reasonably necessary, at the sole expense of the Borrower, to permit
a Replacement Lender to succeed to its rights and obligations hereunder. Upon the effectiveness of any such assignment to a Replacement
Lender, such Replacement Lender shall become a “Lender” hereunder for all purposes of this Agreement and the other
Facility Documents.


 




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(c)          No
Lender shall be required to make any assignment or delegation pursuant to Section 2.16(a) if, prior thereto, as a result
of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease
to apply.


 


Section
2.17.         Right of Setoff


 


The Borrower agrees
that, in addition to (and without limitation of) any right of set-off that the Agents or any Lender may otherwise have, each of
the Agents and the Lenders shall be entitled, at its option, to offset amounts owing by the Agents or such Lender, as the case
may be, to the Borrower, in USD or in any other currency (irrespective of the place of payment or booking office of the obligation
and regardless of whether such amounts are then due to the Borrower), against any amount payable by the Borrower to the Agents
or such Lender, as the case may be, under this Agreement that is not paid when due. For this purpose, any amount owing by the Agents
or any Lender to the Borrower may be converted by the Agents or such Lender, as the case may be, into the currency in which the
amount payable by the Borrower to the Agents or such Lender, as the case may be, under this Agreement is denominated at the rate
of exchange at which the Agents or such Lender, as the case may be, would be able, acting in a reasonable manner and in good faith,
to purchase the relevant amount of such currency.


 


Section
2.18.         Contractual Currency


 


To the fullest extent
permitted by Applicable Law, if any judgment or order expressed in a currency other than the currency in which a payment is required
by this Agreement is to be made by the Borrower (the “Contractual
Currency”) is rendered:


 


(a)          for
the payment of any amount owing in respect of this Agreement; or


 


(b)          in
respect of a judgment or order of another court for the payment of any amount described in the foregoing clause (a),


 


the recipient of such
payment, after recovery in full of the aggregate amount to which the recipient of such payment is entitled pursuant to the judgment
or order, will be entitled to receive promptly from the Borrower the amount of any shortfall of the Contractual Currency received
by the recipient of such payment as a consequence of sums being paid in such other currency if such shortfall arises or results
from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment
or order for the purposes of such judgment or order and the rate of exchange at which the recipient of such payment is able, acting
in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual
Currency with the amount of the currency of the judgment or order actually received by the recipient of such payment. The term
“rate of exchange” includes any premiums and costs of exchange payable in connection with the purchase of or conversion
into the Contractual Currency.


 


To the fullest extent
permitted by Applicable Law, the obligations in this Section constitute separate and independent obligations from the other obligations
in this Agreement and any related document, will be enforceable as separate and independent causes of action, will apply notwithstanding
any indulgence granted by the recipient of such payment and will not be affected by judgment being obtained or claim or proof being
made for any other sums payable in respect of this Agreement or any related document. To the extent permitted by Applicable Law,
the Borrower hereby waives the right to invoke any defense of payment impossibility.


 






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Section
2.19.         Lending Offices; Changes Thereto


 


(a)          Each
Lender may at any time or from time to time designate, by written notice to the Administrative Agent to the extent not already
reflected on Schedule 6, one or more domestic or foreign lending offices (which, for this purpose, may include branches
or Affiliates of the respective Lender) for the various Advances made by such Lender (including by designating a separate lending
office (or Affiliate) to act as such); provided that, for designations made after the Closing Date to the extent such designation
shall result in increased costs under Section 2.09 in excess of those which would be charged in the absence of the designation
of a different lending office (including a different Affiliate of the respective Lender), then the Borrower shall not be obligated
to pay such excess increased costs (although the Borrower, in accordance with and pursuant to the other provisions of this Agreement,
shall be obligated to pay the costs which would apply in the absence of such designation and any subsequent increased costs of
the type described above resulting from changes after the date of the respective designation). Each lending office and Affiliate
of any Lender designated as provided above shall, for all purposes of this Agreement, be treated in the same manner as the respective
Lender (and shall be entitled to all indemnities and similar provisions in respect of its acting as such hereunder) and any designation
of a lending office pursuant to this Section 2.19 shall not affect the obligation of the Borrower to repay any Obligations
in accordance with the terms of this Agreement.


 


ARTICLE
III

CONDITIONS PRECEDENT


 


Section 3.01.         Conditions
Precedent to the Making of the Advances


 


The obligation of each
Lender to make its Advance hereunder on the Closing Date shall be subject to the conditions precedent that the Administrative Agent
shall have received on or before the Closing Date the following deliverables, each in form and substance reasonably satisfactory
to the Administrative Agent or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent
have been waived by the Administrative Agent):


 


(a)          each
of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect;


 


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


 


(c)          true
and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations
and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement;


 


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


 






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


 


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


 


(g)          legal
opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower and the Equityholder, covering customary corporate
matters, substantive nonconsolidation of the Borrower with the Equityholder or the Collateral Manager, the true sale nature of
any transfers to the Borrower of Collateral Loans from the Equityholder, and such other matters as the Administrative Agent and
its counsel shall reasonably request, (ii) U.S. counsel to the Collateral Manager, covering corporate matters and such other matters
as the Administrative Agent and its counsel shall reasonably request, and (iii) U.S. counsel to the Collateral Agent, the Collateral
Administrator and the Custodian, covering corporate matters and such other matters as the Administrative Agent and its counsel
shall reasonably request;


 


(h)          evidence
reasonably satisfactory to it that all of the Covered Accounts shall have been established;


 


(i)          evidence
that (i) all fees due and owing to the Administrative Agent and each Lender on or prior to the Closing Date have been received
or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of Winston
& Strawn LLP, counsel to the Administrative Agent, and of Seward & Kissel LLP, counsel to the Collateral Agent, Custodian,
Collateral Administrator and Securities Intermediary, in each case in connection with the transactions contemplated hereby (to
the extent invoiced prior the Closing Date), shall have been paid by the Borrower;


 


(j)          delivery
of such Collateral (including any promissory note, executed assignment agreements and word or pdf copies of the principal credit
agreement for each initial Collateral Loan, to the extent received by the Borrower) as required under this Agreement shall have
been effected;


 


(k)          a
certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in the case
of each item of Collateral pledged to the Collateral Agent, (x) in the case of clause (i) through (iv) below, immediately
prior to the Closing Date and (y) after giving effect to the transactions contemplated on the Closing Date:


 


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


 


(ii)         the
Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in
clause (i) above;


 




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(iii)        the
Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned,
pledged or otherwise encumbered, it has been released) other than Permitted Liens;


 


(iv)        the
Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and


 


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


 


(l)          the
information required to be set forth in the Borrowing Base Calculation Statement and the Monthly Report in hard copy and in EXCEL
or comparable format;


 


(m)          a
Notice of Borrowing with respect to the Advances requested to be made on the Closing Date (including the Borrowing Base Calculation
Statement attached thereto, all duly completed) delivered in accordance with Section 2.02, demonstrating that each Coverage
Test shall be satisfied after giving effect to the making of the Advances and the acquisition of the Collateral by the Borrower
on the Closing Date;


 


(n)          the
Borrower and the Collateral Manager shall have received written notice from the Administrative Agent, evidencing the approval of
the Administrative Agent in its sole discretion, of the loans to be added to the Collateral on the Closing Date;


 


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


 


(p)          after
the making of the Advances and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit thereon
is at least equal to the Unfunded Reserve Required Amount.


 


ARTICLE
IV

REPRESENTATIONS AND WARRANTIES


 


Section 4.01.         Representations
and Warranties of the Borrower


 


The Borrower represents
and warrants to each of the Secured Parties on and as of each Measurement Date, as follows:


 


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


 


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


 




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


 


(d)          Non-Contravention.
None of the execution and delivery by the Borrower of this Agreement or the other Facility Documents to which it is a party, the
Borrowing, the making of the Advances or the pledge of the Collateral hereunder, the consummation of the transactions herein or
therein contemplated, or compliance by it with the terms, conditions and provisions hereof or thereof, will (i) conflict with,
or result in a breach or violation of, or constitute a default under its Constituent Documents, (ii) conflict with or contravene
(A) any Applicable Law, (B) any indenture, agreement or other contractual restriction binding on or affecting it or any of its
assets, including any Related Document, or (C) any order, writ, judgment, award, injunction or decree binding on or affecting it
or any of its assets or properties or (iii) result in a breach or violation of, constitute a default under, or permit the acceleration
of any obligation or liability in, any contractual obligation or any agreement or document to which it is a party or by which it
or any of its assets are bound (or to which any such obligation, agreement or document relates).


 


(e)          Governmental
Authorizations; Private Authorizations; Governmental Filings. The Borrower has obtained, maintained and kept in full force
and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business,
except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and made all material Governmental
Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Borrowing by the Borrower
under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the performance by the Borrower of
its obligations under this Agreement and the other Facility Documents to which it is a party, and no material Governmental Authorization,
Private Authorization or Governmental Filing which has not been obtained or made is required to be obtained or made by it in connection
with the execution and delivery by it of any Facility Document to which it is a party, the Borrowing by the Borrower under this
Agreement, the pledge of the Collateral by the Borrower under this Agreement or the performance of its obligations under this Agreement
and the other Facility Documents to which it is a party.


 


(f)          Compliance
with Agreements, Laws, Etc. The Borrower has duly observed and complied with all Applicable Laws relating to the conduct of
its business and its assets, except where the failure to so observe or comply would not reasonably be expected to have a Material
Adverse Effect. The Borrower has preserved and kept in full force and effect its legal existence. The Borrower has preserved and
kept in full force and effect its rights, privileges, qualifications and franchises, except where the failure to do so would not
reasonably be expected to result in a Material Adverse Effect. Without limiting the foregoing, neither the Borrower nor, to the
knowledge of the Borrower, any Affiliate of the Borrower is (i) a country, territory, organization, person or entity named on a
list of (or otherwise subject to Sanctions by) the Office of Foreign Asset Control, U.S. Department of the Treasury (“OFAC”);
(ii) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a
“Non-Cooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or whose subscription funds
are transferred from or through such a jurisdiction; (iii) a “Foreign Shell Bank” within the meaning of the USA
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)) (the “PATRIOT Act”), i.e.,
a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that has a physical
presence and an acceptable level of regulation and supervision; or (iv) a person or entity that resides in or is organized under
the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311 or 312 of the PATRIOT Act
as warranting special measures due to money laundering concerns. The Borrower is in compliance with all applicable OFAC rules and
regulations and also in compliance with all applicable provisions of the PATRIOT Act.


 




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(g)         Location.
The Borrower’s office in which the Borrower maintains its corporate books and records is located at the address for notices
to the Borrower as set forth on Schedule 6 (as such location may change from time to time as notified to the Administrative
Agent in accordance with Section 12.02). The Borrower’s jurisdiction of organization of the Borrower is the jurisdiction
referred to in Section 4.01(a).


 


(h)         Investment
Company Act. Assuming compliance by each of the Lenders and any participant with Section 12.06, neither the Borrower
nor the pool of Collateral is required to register as an “investment company” under the Investment Company Act.


 


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


 


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


 


(k)         Tax
Status. For U.S. federal income tax purposes, the Borrower is disregarded as an entity separate from its sole owner for U.S.
federal income tax purposes, the Equityholder, within the meaning of Treasury Regulation Section 301.7701-3. The Equityholder is
a United States Person within the meaning of Section 7701(a)(30) of the Code.


 


(l)          Plan
Assets. The assets of the Borrower are not treated as “plan assets” for purposes of Section 3(42) of ERISA
and the Collateral is not deemed to be “plan assets” for purposes of Section 3(42) of ERISA. The Borrower has
not taken, or omitted to take, any action which could result in any of the Collateral being treated as “plan assets”
for purposes of Section 3(42) of ERISA or, assuming that the assets of the Lenders, the Administrative Agent and the Collateral
Agent are not deemed to be “plan assets” for purposes of Section 3(42) of ERISA, the occurrence of any Prohibited
Transaction in connection with the transactions contemplated hereunder.


 


(m)        ERISA.
Neither (i) the Borrower nor (ii) except as would not constitute a Material Adverse Effect, any member of its ERISA Group has,
or during the past five years had, any liability or obligation with respect to any Plan or Multiemployer Plan.


 


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


 




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


 


(p)          Sanctions.
None of (a) the Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of
any Responsible Officer of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection
with or benefit from the facility established hereby, is a Sanctioned Person. No Advance, use of proceeds or other transaction
contemplated by this Agreement will violate applicable Sanctions.


 


(q)          Information.
The Notice of Borrowing, each Monthly Report, each Borrowing Base Calculation Statement, each Payment Date Report and all other
written information, reports, certificates and statements furnished by or on behalf of the Borrower to any Secured Party for purposes
of or in connection with this Agreement, the other Facility Documents or the transactions contemplated hereby or thereby is true,
complete and correct in all material respects as of the date such information is stated or certified. All
Collateral Loans included as Eligible Collateral Loans in the most recent calculation of the Coverage Tests required to be determined
hereunder were Eligible Collateral Loans as of the date of such calculation is an accurate and complete listing of all the Collateral
Loans contained in the Collateral as of the related date such Collateral Loan was included in the Collateral and the information
contained therein with respect to the identity of such item of Collateral and the amounts owing thereunder is true and correct
as of the related date such Collateral Loan was included in the Collateral.


 


(r)          Environmental.
With respect to each item of Related Security as of the date such Collateral Loan related to such Related Security was included
in the Collateral, to the actual knowledge of a Responsible Officer of the Borrower (without independent inquiry): (a) the
related Obligor’s operations comply in all material respects with all applicable Environmental Laws; and (b) the related
Obligor does not have any material contingent liability in connection with any release of any Hazardous Materials into the environment
other than as materially mitigated by remediation reserves, indemnities, guaranties, acceptance into state-sponsored cleanup funds
or other sources. As of the applicable date such Collateral Loan related to such Related Security was included in the Collateral,
the Borrower has not received any written notice of, or inquiry from any governmental entity regarding, any material violation,
alleged material violation, material non-compliance, liability or potential liability regarding environmental matters or compliance
with Environmental Laws with regard to any of the Related Security.


 


(s)          Representations
Relating to the Collateral.


 


(i)          The
Borrower owns and has good and marketable and the sole legal title to all Collateral Loans (other than the Collateral Loans related
to the Collateral Participation Interests, until any such Collateral Participation Interest is elevated to a full assignment) and
other Collateral free and clear of any Lien, claim or encumbrance of any Person, other than Permitted Liens;


 


(ii)         the
Borrower has acquired its ownership in the Collateral Loans and other Collateral in good faith without notice of any adverse claim,
other than Permitted Liens;


 


(iii)        other
than Permitted Liens, the Borrower has not pledged, assigned or sold (except as otherwise permitted under the Facility Documents),
granted a security interest in, or otherwise conveyed (except as otherwise permitted under the Facility Documents) any of the Collateral;


 




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(iv)        the
Borrower has full right to grant a security interest in and assign and pledge the Collateral to the Collateral Agent for the benefit
of the Secured Parties (and has duly authorized such grant by all necessary action and the execution, delivery and performance
of this Agreement and the other Facility Documents to which it is a party have been duly authorized by it by all necessary action);


 


(v)         other
than the security interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement, the
Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral; the Borrower
has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction
against the Borrower that include a description of collateral covering the Collateral other than any financing statement or any
equivalent filing in any applicable jurisdiction (A) relating to the security interest granted to the Collateral Agent hereunder
or (B) any security interest that has been terminated or fully and validly assigned to the Collateral Agent or the Borrower on
or prior to the date hereof; and the Borrower is not aware of any judgment, PBGC liens or Tax lien filings against the Borrower
or any of its assets;


 


(vi)        the
Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as
defined in Section 9-102(a)(42) of the UCC), Uncertificated Securities, Certificated Securities or security entitlements to financial
assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of
the UCC) or supporting obligations;


 


(vii)       all
Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC or “deposit accounts”
as defined in Section 9-102 of the UCC;


 


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


 


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


 


(x)          with
respect to the Collateral that constitutes Security Entitlements:


 


(A)         all such
Collateral has been and will have been credited to the applicable Covered Account;


 


(B)         the
Securities Intermediary for each Covered Account has agreed to treat all assets (whether cash, a security, an instrument or any
other property) credited to the Covered Accounts as Financial Assets; and


 




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(C)         either
(x) the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements
in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in
the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower
hereby agrees may be an “all asset” filing) or (y)(A) the Borrower has delivered to the Collateral Agent a fully executed
Account Control Agreement pursuant to which the Securities Intermediary has agreed to comply with all instructions originated by
the Collateral Agent relating to the Covered Accounts without further consent of the Borrower or (B) the Borrower has taken all
steps necessary to cause the Securities Intermediary to identify in its records the Collateral Agent as the Person having a Security
Entitlement against the Securities Intermediary in each of the Covered Accounts; and


 


(xi)         with
respect to Collateral that constitutes accounts or general intangibles, the Borrower has caused or will have caused, on or prior
to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions
under Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit
and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing).


 


Section 4.02.         Representations
and Warranties of the Collateral Manager and the Equityholder


 


The Collateral Manager
and the Equityholder, as applicable, each represents and warrants to each of the Secured Parties on and as of each Measurement
Date, as follows:


 


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


 


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


 


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


 




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(d)          Non-Contravention.
None of the execution and delivery by it of this Agreement or the other Facility Documents to which it is a party, the consummation
of the transactions herein or therein contemplated, or compliance by it with the terms, conditions and provisions hereof or thereof,
will (i) conflict with, or result in a breach or violation of, or constitute a default under its Constituent Documents, (ii) conflict
with or contravene (A) any Applicable Law, (B) any indenture, agreement or other contractual restriction binding on or affecting
it or any of its assets, including any Related Document, or (C) any order, writ, judgment, award, injunction or decree binding
on or affecting it or any of its assets or properties or (iii) result in a breach or violation of, or constitute a default under,
or permit the acceleration of any obligation or liability in any contractual obligation or any agreement or document to which it
is a party or by which it or any of its assets are bound (or to which any such obligation, agreement or document relates), except
in the case of clause (i) above, where such conflicts, breaches, violations or defaults would not reasonably be expected
to have a Material Adverse Effect.


 


(e)          Governmental
Authorizations; Private Authorizations; Governmental Filings. It has obtained, maintained and kept in full force and effect
all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business, except
where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and made all material Governmental
Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, and the performance by
it of its obligations under this Agreement and the other Facility Documents to which it is a party, and no material Governmental
Authorization, Private Authorization or Governmental Filing which has not been obtained or made is required to be obtained or made
by it in connection with the execution and delivery by it of any Facility Document to which it is a party or the performance of
its obligations under this Agreement and the other Facility Documents to which it is a party.


 


(f)          Compliance
with Agreements, Laws, Etc. It has duly observed and complied with all Applicable Laws relating to the conduct of its business
and its assets, except where the failure to so observe or comply would not reasonably be expected to have a Material Adverse Effect.
It has preserved and kept in full force and effect its legal existence. It has preserved and kept in full force and effect its
rights, privileges, qualifications and franchises, except where the failure to do so would not reasonably be expected to result
in a Material Adverse Effect. Without limiting the foregoing, neither it nor, to its knowledge, any of its Affiliates is (i) a
country, territory, organization, person or entity named on an OFAC list; (ii) a Person that resides or has a place of business
in a country or territory named on such lists or which is designated as a “Non-Cooperative Jurisdiction” by the Financial
Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii)
a “Foreign Shell Bank” within the meaning of the PATRIOT Act, i.e., a foreign bank that does not have a physical presence
in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision;
or (iv) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary
of the Treasury under Sections 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns. It
is in compliance with all applicable OFAC rules and regulations and also in compliance with all applicable provisions of the PATRIOT
Act.


 


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


 


(h)          Eligibility.
Each Collateral Loan included in a Monthly Report or a Borrowing Base Calculation Statement required to be delivered by it under
this Agreement as an Eligible Collateral Loan was, in fact, an Eligible Collateral Loan at such time.


 




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(i)          Investment
Company Act; Investment Advisers Act of 1940; BDC Election. The Collateral Manager has elected to be treated as a business
development company under the Investment Company Act. The Collateral Manager is managed by the Adviser, an investment adviser registered
under the Investment Advisers Act of 1940, as amended.


 


Section
4.03.         Representations and Warranties of the Collateral Agent and the Custodian.


 


Each of the Collateral
Agent and the Custodian represents and warrants in its individual capacity and as Collateral Agent or Custodian, as applicable,
as follows (and any successor Collateral Agent or Custodian appointed in accordance with this Agreement represents and warrants
as follows in its individual capacity and as Collateral Agent or Custodian, as applicable):


 


(a)          Organization
and Corporate Power. It is a duly organized and validly existing national banking association in good standing under the laws
of the United States. It has full power, authority and legal right to execute, deliver and perform its obligations as Collateral
Agent or Custodian, as applicable, 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 or corporate action, as applicable, on its part, either in its individual capacity
or as Collateral Agent or Custodian, as the case may be.


 


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


 


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


 


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


 


ARTICLE
V

COVENANTS


 


Section 5.01.         Affirmative
Covenants of the Borrower


 


The Borrower covenants
and agrees that, until the Final Maturity Date (and thereafter until the date that all Obligations, other than contingent indemnification
obligations as to which no claim giving rise thereto has been asserted, have been Paid in Full):


 




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


 


(b)          Further
Assurances.


 


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


 


(ii)         It
shall ensure that each Permitted Subsidiary (A) is a wholly owned subsidiary of the Borrower, (B) will not sell, transfer, exchange
or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise encumber (or permit such to occur or suffer such to exist)
any part of its assets, except in compliance with the Borrower’s rights and obligations under this Agreement and with such
Permitted Subsidiary’s Constituent Documents, (C) will not have any subsidiaries, (D) will not incur or guarantee any indebtedness,
except indebtedness with respect to which the Borrower is the sole creditor, (E) will include in its Constituent Documents a limitation
on its business such that it may only engage in the acquisition of assets permitted under this Agreement and the disposition of
such assets and the proceeds thereof to the Borrower (and activities ancillary thereto) and (F) will distribute (including by way
of interest payments) 100% of the proceeds of the assets acquired by such Permitted Subsidiary (net of applicable taxes and expenses
payable by such Permitted Subsidiary) to the Borrower.


 


(c)          Financial
Statements; Other Information. It shall provide to the Administrative Agent or cause to be provided to the Administrative Agent:


 


(i)          within
120 days after the end of each fiscal year of the Equityholder, an annual report containing an audited consolidated statement of
assets and liabilities as of the end of such fiscal year, and audited consolidated statements of operations, changes in net assets,
and cash flows, for the year then ended, prepared in accordance with GAAP, each reported on by independent public accountants of
recognized national standing, which may or may not be the independent public accountants appointed by the Collateral Manager pursuant
to Section 8.10 (without a “going concern” or like qualification or exception and without any qualification
or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material
respects the financial condition and results of operations of the Equityholder and its consolidated Subsidiaries on a consolidated
basis;


 




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(ii)         within
60 days after the end of each of the first three quarters of each fiscal year of the Equityholder, an unaudited financial report
of the Equityholder containing a consolidated statement of assets and liabilities, consolidated statements of operations, changes
in net assets, and cash flows, and a market value report regarding the Equityholder’s investments, in each case for the period
then ended, all certified by one of its senior financial officers as presenting fairly in all material respects the financial condition
and results of operations of the Equityholder and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;


 


(iii)        within
three Business Days after a Responsible Officer of the Borrower obtains actual knowledge of the occurrence and continuance of any
(A) Default, (B) Event of Default, (C) a Borrowing Base Deficiency or (D) an Equity Coverage Deficiency a certificate of a Responsible
Officer of the Borrower setting forth the details thereof and the action which the Borrower is taking or proposes to take with
respect thereto; provided that the Borrower shall not be obligated to deliver such certificate with respect to a Default
or Event of Default to the extent that a Responsible Officer of the Collateral Manager delivers a certificate with respect to such
Default or Event of Default pursuant to Section 5.03(c);


 


(iv)        to
the extent available to the Collateral Manager (on behalf of the Borrower) pursuant to the Related Documents, on or prior to the
Closing Date, audited financial statements of the related Obligor for the two (2) year period most recently ended with respect
to the related Obligor;


 


(v)         to
the extent available to the Collateral Manager (on behalf of the Borrower) pursuant to the Related Documents, the annual audited
financial statements with respect to each Obligor, which delivery shall be made within ten (10) Business Days after receipt by
the Borrower or the Collateral Manager (on behalf of the Borrower) as specified in the Related Documents;


 


(vi)        excerpts
from the quarterly portfolio valuation report of the Equityholder relating to the Collateral Loans, which excerpts shall be the
portions of such report with respect to the Collateral Loans and which delivery shall be made within sixty (60) days after the
end of each of the first three quarters of each fiscal year of the Equityholder and within one hundred twenty (120) days after
the end of each fiscal year of the Equityholder;


 


(vii)       copies
of any material amendment, restatement, supplement, waiver or other modification to the Related Documents of any Collateral Loan
within ten (10) Business Days of the effectiveness of such amendment, restatement, supplement, waiver or other modification;


 


(viii)      together
with the financial statements delivered under clauses (i) and (ii) above, a certificate of a Responsible Officer of the Borrower
setting forth a calculation of the Tangible Net Worth of the Equityholder and its Subsidiaries as of the end of the most recently
ended fiscal quarter related to such financial statements;


 


(ix)         from
time to time such additional information regarding the Borrower’s financial position or business and the Collateral (including
reasonably detailed calculations of each Coverage Test) as the Administrative Agent or the Required Lenders (through the Administrative
Agent) may reasonably request;


 


(x)          within
five (5) Business Days after a Responsible Officer of the Borrower, the Equityholder, or the Collateral Manager obtains actual
knowledge thereof, notice of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim with respect
to (x) the Borrower, the Equityholder, or the Collateral Manager or (y) any Collateral that (A) is asserted by an Obligor with
respect to such Obligor’s obligations under any Related Document with respect to any Collateral (or portion thereof) or (B)
could reasonably be expected to have a Material Adverse Effect;


 




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(xi)         within
five (5) Business Days after a Responsible Officer of the Borrower, the Equityholder, or the Collateral Manager obtains actual
knowledge thereof, notice of the occurrence of any ERISA Event and copies of any communications with all Governmental Authorities
or any Multiemployer Plan with respect to such ERISA Event;


 


(xii)        within
five (5) Business Days after a Responsible Officer of the Borrower, the Equityholder, or the Collateral Manager obtains actual
knowledge thereof, notice of any Insolvency Event related to any Obligor;


 


(xiii)       within
five (5) Business Days after a Responsible Officer of the Borrower, the Equityholder, or the Collateral Manager obtains actual
knowledge thereof, notice of a default in any payment required under any Related Document;


 


(xiv)      a
Borrowing Base Calculation Statement on (A) each date on which the Borrower (or the Collateral Manager on its behalf) sells or
substitutes any Collateral Loan, (B) the date on which a Responsible Officer of the Collateral Manager obtains knowledge of any
Material Modification with respect to a Collateral Loan, (C) each Measurement Date and (D) each other date reasonably requested
by the Administrative Agent upon at least two (2) Business Days’ written notice to the Borrower;


 


(xv)       to
the extent reasonably available, financial reporting packages with respect to each Obligor including (A) each Obligor’s (1)
legal name and address, (2) jurisdiction, (3) audited financial statements delivered under clauses (iv) and (v) above
and unaudited interim financial statements for the most recent fiscal year and (4) company forecasts including plans related to
capital expenditures, if available to the Borrower or the Collateral Manager, (B) to the extent available to the Borrower or Collateral
Manager and not otherwise included in clause (A), above, each Obligor’s (1) business model and company strategy and
(2) principal shareholders and management officers and (C) such other information as any Lender may reasonably require for regulatory
purposes relating to the Collateral Loans or the transactions contemplated hereby and so notify in writing the Borrower and the
Collateral Manager (including, without limitation, the Borrower’s or the Collateral Manager’s internal rating of such
obligor); provided that such information is in the possession of the Borrower or the Collateral Manager, as applicable,
or reasonably obtainable thereby without undue burden or expense and not subject to any applicable confidentiality restrictions
prohibiting such disclosure to the Administrative Agent; and


 


(xvi)      on
each Business Day, a trade blotter, cash flow and position report of the Borrower.


 


Notwithstanding the
foregoing, the requirement to deliver financial statements set forth in Section 5.01(c)(i)-(ii) will be satisfied at any such time
as such financial statements are publicly posted on the official web site of the Equityholder, appropriately filed with the SEC,
and notice of such posting is provided to the Administrative Agent through e-mail or upon receipt of such information through e-mail
(with confirmation of receipt) or another delivery method acceptable to the Administrative Agent.


 




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(d)          Access
to Records and Documents. It shall permit the Administrative Agent (or any Person designated by the Administrative Agent,
subject to delivery of standard confidentiality agreements) to, upon reasonable advance notice and during normal business hours,
visit and inspect and make copies thereof at reasonable intervals (i) its books, records and accounts relating to its business,
financial condition, operations, assets and its performance under the Facility Documents and the Related Documents and to discuss
the foregoing with its and such Person’s officers, partners, employees and accountants, and (ii) all of its Related Documents,
in each case as often as the Administrative Agent may reasonably request; provided that so long as no Event of Default has
occurred, the Borrower shall be responsible for all costs and expenses for only one such visit per fiscal year by the Administrative
Agent or its designees. The Administrative Agent shall provide 10 days’ prior notice to the Lenders of any such visit and
any Lender shall be permitted to accompany the Administrative Agent in such visit.


 


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


 


(i)          
to fund or pay the purchase price of Eligible Loans or Eligible Investments owned or acquired by the Borrower in accordance with
the terms and conditions set forth herein;


 


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


 


(iii)        to
fund the Unfunded Reserve Account on the Closing Date to the extent the Unfunded Reserve Account is required to be funded pursuant
to Section 8.04.


 


Without limiting the
foregoing, it shall use the proceeds of the Advances in a manner that does not, directly or indirectly, violate any provision of
its Constituent Documents or any Applicable Law, including Regulation T, Regulation U and Regulation X. Further, the Borrower shall
not use the proceeds of the Advances in a manner that would cause such credit extension to become a “covered transaction”
as defined in Section 23A of the Federal Reserve Act (12 U.S.C. § 371c) and Regulation W (12 C.F.R. Part 223), including any
transaction where any proceeds of the Advances are used for the benefit of, or transferred to, an affiliate of a Lender.


 


(f)          Information
and Reports. The Notice of Borrowing, each Monthly Report, each Borrowing Base Calculation Statement, each Payment Date Report
and all other written information, reports, certificates and statements furnished by or on behalf of the Borrower to any Secured
Party for purposes of or in connection with this Agreement, the other Facility Documents or the transactions contemplated hereby
or thereby shall be true, complete and correct in all material respects as of the date such information is stated or certified
and the delivery by or on behalf of the Borrower of the Notice of Borrowing and any such Monthly Report, Borrowing Base Calculation
Statement, Payment Date Report or other written information, reports, certificates and statements shall be deemed to be a representation
and warranty by the Borrower that such information is true, complete and correct in all material respects as of the date such information
is stated or certified.


 


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


 




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(h)          Tax
Matters. The Borrower shall (and each Lender hereby agrees to) treat the Advances and the Notes as debt for U.S. federal income
tax purposes and will take no contrary position, unless otherwise required pursuant to a closing agreement with the U.S. Internal
Revenue Service or a non-appealable judgment of a court of competent jurisdiction. Notwithstanding any contrary agreement or understanding,
the Collateral Manager, the Borrower, the Agents and the Lenders (and each of their respective employees, representatives or other
agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions
contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to them
relating to such tax treatment and tax structure. The foregoing provision shall apply from the beginning of discussions between
the parties. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. tax treatment of the transaction
under applicable U.S. federal, state or local law, and the tax structure of a transaction is any fact that may be relevant to understanding
the purported or claimed U.S. tax treatment of the transaction under applicable U.S. federal, state or local law. For U.S. federal
income tax purposes, the Borrower shall remain disregarded as an entity separate from its sole owner, the Equityholder, within
the meaning of Treasury Regulation Section 301.7701-3. The Equityholder shall remain a United States Person within the meaning
of Section 7701(a)(30) of the Code.


 


(i)          Collections.
The Borrower shall direct all Obligors (and related paying agents) to pay all Collections directly to the Collection Account.
The Borrower shall transfer, or cause to be transferred, all Collections to the Collection Account by the close of business on
the Business Day following the date such Collections are received by the Borrower, the Equityholder, the Collateral Manager or
any of their respective Affiliates.


 


(j)          Priority
of Payments. The Borrower shall instruct (or cause the Collateral Manager to instruct) the Collateral Agent to apply all Interest
Proceeds and Principal Proceeds solely in accordance with the Priority of Payments and the other provisions of this Agreement.


 


(k)          Acquisition
of Collateral Loans from the Equityholder. Any acquisition of Collateral Loans by the Borrower from the Equityholder shall
be (i) effected pursuant to the Sale Agreement and subject in all respects to the terms and conditions set forth therein and (ii)
for fair market value and no adverse selection procedures shall be employed by the Borrower (or the Collateral Manager on behalf
of the Borrower) in selecting the Collateral Loans for acquisition.


 


(l)          Certificate
of Assignment for Closing Date Participation Interests. As soon as practicable, but in no event later than the date that is
sixty (60) days after the Closing Date (or such longer period to which the Administrative Agent may agree), the Borrower shall
deliver to the Custodian and the Administrative Agent a copy of the fully executed assignment agreement assigning the Collateral
Loans related to the Closing Date Participation Interests directly to the Borrower, certified by an officer of the Borrower (or
the Collateral Manager on behalf of the Borrower) and written evidence satisfactory to the Administrative Agent that the Borrower
is recognized as the owner of record by the related administrative agent in respect of the Related Documents.


 


(m)          Delivery
of Loan Files. The Borrower (or the Collateral Manager on behalf of the Borrower) shall deliver to the Custodian for each Collateral
Loan, each item referenced in the definition of “Loan File”; provided that, other than as set forth above with
respect to any original assignment of any Collateral Loan or any original executed promissory note with respect to any Collateral
Loan (each of which shall be delivered to the Custodian in sealed envelopes labeled appropriately), the requirements set forth
in this Section 5.01(m) shall be satisfied by providing electronic copies of any Required Loan Document to the Custodian;
provided, further, that any filed stamped document included in any Loan File shall be delivered as soon as they are
reasonably available (but in no event later than 30 Business Days after the acquisition by the Borrower of the applicable Collateral
Loan). Neither the Custodian nor the Collateral Administrator shall have any obligation to review any of the documents delivered
to it hereunder.


 






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Section 5.02.         Negative
Covenants of the Borrower


 


The Borrower covenants
and agrees that, until the Final Maturity Date (and thereafter until the date that all Obligations, other than contingent indemnification
obligations as to which no claim giving rise thereto has been asserted, have been Paid in Full):


 


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


 


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


 


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


 


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


 


(e)          Margin
Requirements; Covered Transactions. It shall not (i) extend credit to others for the purpose of buying or carrying any Margin
Stock in such a manner as to violate Regulation T or Regulation U or (ii) use all or any part of the proceeds of any Advance, whether
directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that (A) violates the provisions
of the Regulations of the Board of Governors, including, to the extent applicable, Regulation U and Regulation X or (B) would
cause such credit extension to become a “covered transaction” as defined in Section 23A of the Federal Reserve Act
(12 U.S.C. § 371c) and the Federal Reserve Board’s Regulation W (12 C.F.R. Part 223), including any transaction
where the proceeds of an Advance are used for the benefit of, or transferred to, an affiliate of a Lender.


 


(f)          Changes
to Filing Information. It shall not change its name or its jurisdiction of organization from that referred to in Section
4.01(a), unless it gives ten (10) days’ prior written notice to the Agents and takes all actions that the Administrative
Agent or the Required Lenders (through the Administrative Agent) reasonably request and determine to be necessary to protect and
perfect the Collateral Agent’s perfected security interest in the Collateral.


 


(g)          Transactions
with Affiliates. It shall not sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates (including
sales of Defaulted Collateral Loans and other Collateral Loans), unless such transaction is upon terms no less favorable to the
Borrower than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (it being agreed
that any purchase or sale at par shall be deemed to comply with this provision). The foregoing covenant shall not apply to the
execution, delivery and performance of the Facility Documents or the Borrower’s Constituent Documents and shall not prohibit
the Equityholder from transferring Collateral Loans, Cash or other assets to the Borrower in whole or in part as a capital contribution
to the Borrower.


 




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(h)          Subject
Laws. It shall not utilize directly or indirectly the proceeds of any Advance for the benefit of any Person controlling, controlled
by, or under common control with any other Person, whose name appears on the List of Specially Designated Nationals and Blocked
Persons maintained by OFAC or otherwise in violation of any Subject Laws.


 


(i)          No
Claims Against Advances. Subject to Applicable Law, it shall not claim any credit on, make any deduction from, or dispute the
enforceability of payment of the principal or interest payable (or any other amount) in respect of the Advances or assert any claim
against any present or future Lender, by reason of the payment of any Taxes levied or assessed upon any part of the Collateral.


 


(j)          Indebtedness;
Guarantees; Securities; Other Assets. It shall not incur or assume or guarantee any indebtedness, obligations (including contingent
obligations) or other liabilities, or issue any additional securities, whether debt or equity, in each case other than (i) the
Obligations pursuant to or as expressly permitted by this Agreement and the other Facility Documents or (ii) pursuant to customary
indemnification, expense reimbursement, funding obligations and similar provisions under the Related Documents. The Borrower shall
not acquire any Collateral Loan or other property other than as expressly permitted hereunder.


 


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


 


(l)          Subsidiaries.


 


(i)          It
shall not have or permit the formation of any subsidiaries, other than Permitted Subsidiaries; provided, that to the extent
any such subsidiary is formed, the Borrower shall (A) cause such Permitted Subsidiary to provide the Administrative Agent
with such security documents (including security documents with respect to any real property of such new subsidiary), appropriate
financing statements and, with respect to all property subject to a mortgage or deed of trust, fixture filings, all in form and
substance satisfactory to the Administrative Agent (including being sufficient to grant the Administrative Agent a first priority
perfected Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired subsidiary) and (B) provide to
the Administrative Agent appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial
ownership interest in such Permitted Subsidiary, in form and substance satisfactory to the Administrative Agent and all other documentation,
including one or more opinions of counsel satisfactory in form and substance to the Administrative Agent, if requested by the Administrative
Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred
to above (including policies of title insurance or other documentation with respect to all property subject to a Lien).


 


(ii)         Any
document, agreement, or instrument executed or issued pursuant to this Section shall be a Facility Document.


 




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(iii)        Nothing
in clause (i)(A) above shall apply to any Obligor that becomes a Subsidiary of the Borrower in connection with a work-out
or restructuring of a Collateral Loan or a bankruptcy of the related Obligor.


 


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


 


(n)          Employees.
It shall not have any employees (other than officers and directors to the extent they are employees).


 


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


 


(p)          Certificated
Securities. The Borrower shall not acquire or hold any Certificated Securities in bearer form (other than securities not required
to be in registered form under Section 163(f)(2)(A) of the Code) in a manner that does not satisfy the requirements of United States
Treasury Regulations section 1.165-12(c) (as determined by the Collateral Manager).


 


(q)          Enforcement.


 


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


 


(ii)         The
Borrower shall not, without the prior written consent of the Administrative Agent and the Required Lenders, contract with other
Persons (other than the Collateral Manager and the Collateral Administrator) for the performance of actions and obligations to
be performed by the Borrower or the Collateral Manager hereunder. Notwithstanding any such arrangement, the Borrower shall remain
primarily liable with respect thereto. The Borrower shall punctually perform, and use commercially reasonable efforts to cause
the Collateral Manager and the Collateral Administrator to perform, all of their obligations and agreements contained in this Agreement
or any other Facility Document to which such Person is a party.


 


(r)          Amendments
to Collateral Loans. The Borrower (and the Collateral Manager on its behalf) shall not consent to any amendment, waiver, consent
or other modification of any Collateral Loan or any Related Document for any Collateral Loan (i) that would be a Material Modification,
(ii) that would result in an Event of Default, (iii) after the occurrence and continuance of an Event of Default (including without
limitation a Collateral Manager Default) or (iv) that would cause any Collateral Loan to become an Ineligible Collateral Loan,
in each case without the prior written consent of the Administrative Agent in its sole discretion.


 




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(s)          ERISA.
Neither it nor any member of its ERISA Group shall establish any Plan or Multiemployer Plan.


 


(t)          Obligor
Payment Instructions. The Borrower shall not make any change, or permit the Collateral Manager to make any change, in its instructions
to Obligors, agent banks or administrative agents on the Collateral Loans regarding payments to be made with respect to the Collateral
Loans to the Collection Account, unless the Administrative Agent has consented to such change. The Borrower further agrees that
it shall (or it shall cause the Collateral Manager to) provide prompt notice to the Administrative Agent of any misdirected or
errant payments made by any Obligor with respect to any Collateral Loan and direct such Obligor to make payments as required hereunder
to the extent a Responsible Officer of the Borrower or the Collateral Manager, as applicable, has actual knowledge of such misdirected
or errant payments.


 


Section 5.03.         Affirmative
Covenants of the Collateral Manager and the Equityholder


 


Each of the Collateral
Manager and the Equityholder covenants and agrees that, until the Final Maturity Date (and thereafter until the date that all Obligations,
other than contingent indemnification obligations as to which no claim giving rise thereto has been asserted, have been Paid in
Full):


 


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


 


(b)          Information
and Reports.


 


(i)          The
Notice of Borrowing, each Monthly Report, each Payment Date Report and all other written information, reports, certificates and
statements furnished by the Collateral Manager to any Secured Party for purposes of or in connection with this Agreement, the other
Facility Documents or the transactions contemplated hereby or thereby shall be true, complete and correct in all material respects
as of the date such information is stated or certified.


 


(ii)         The
Collateral Manager shall provide to the Administrative Agent or cause to be provided to the Administrative Agent (with enough additional
copies for each Lender):


 


(A)         a
Borrowing Base Calculation Statement on (w) each date on which the Borrower (or the Collateral Manager on its behalf) sells or
substitutes any Collateral Loan, (x) the date on which a Responsible Officer of the Collateral Manager obtains knowledge of any
Material Modification with respect to a Collateral Loan, (y) each Measurement Date and (z) each other date reasonably requested
by the Administrative Agent upon at least two (2) Business Days’ written notice to the Collateral Manager; and


 




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(B)         from
time to time such additional information regarding the Collateral (including reasonably detailed calculations of the Coverage Tests)
as the Required Lenders (through the Administrative Agent) may reasonably request in writing.


 


(iii)        The
Collateral Manager shall, on each Business Day, calculate each Coverage Test and provide such calculations (with all supporting
calculations) to the Borrower, the Administrative Agent and the Collateral Administrator.


 


(iv)        The
Collateral Manager shall track the delivery to the Custodian of the Required Loan Documents with respect to each of the Collateral
Loans owned by the Borrower.


 


(v)         The
Collateral Manager shall, no later than the fifth (5th) Business Day following the end of each month, provide (or cause to be provided)
to the Borrower, the Administrative Agent and the Collateral Administrator a report with the information obligations specified
for delivery by the Collateral Manager as set forth on Schedule 4 hereto.


 


(c)          Notice
of Default. Within three Business Days after a Responsible Officer of the Collateral Manager or the Equityholder obtains actual
knowledge of the occurrence and continuance of any (A) Default or (B) Event of Default, the Collateral Manager or the Equityholder,
as applicable, shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Collateral Manager or the
Equityholder, as applicable, setting forth the details thereof and the action which the Collateral Manager or the Equityholder,
as applicable, is taking or proposes to take with respect thereto; provided that neither the Collateral Manager nor the
Equityholder shall be obligated to deliver such certificate to the extent that a Responsible Officer of the Borrower delivers a
certificate with respect to such Default or Event of Default pursuant to Section 5.01(c).


 


(d)          Access
to Records and Documents. It shall permit the Administrative Agent (or any Person designated by the Administrative Agent,
subject to delivery of standard confidentiality agreements) to, upon reasonable advance notice and during normal business hours,
visit and inspect and make copies thereof at reasonable intervals (i) its books, records and accounts relating to its business,
financial condition, operations, assets and its performance under the Facility Documents and the Related Documents and to discuss
the foregoing with its and such Person’s officers, partners, employees and accountants, and (ii) all of its Related Documents,
in each case as often as the Administrative Agent may reasonably request; provided that so long as no Event of Default or
Collateral Manager Default has occurred, the Borrower shall be responsible for all costs and expenses for only one such visit per
fiscal year by the Administrative Agent or its designees. The Administrative Agent shall provide 10 days’ prior notice to
the Lenders of any such visit and any Lender shall be permitted to accompany the Administrative Agent in such visit. Any such visit
and inspection shall be made simultaneously with any visit and inspection pursuant to Section 5.01(e).


 


(e)          Collections.
It shall direct, or cause to be directed, all Obligors (and related paying agents) to pay all Collections directly to the
Collection Account. It shall transfer, or cause to be transferred, all Collections to the Collection Account by the close of business
on the Business Day following the date any Collections are received by it or any of its respective Affiliates.


 


Section 5.04.         Negative
Covenants of the Collateral Manager and the Equityholder


 


(a)          Each
of the Collateral Manager and the Equityholder covenants and agrees that, until the Final Maturity Date (and thereafter until the
date that all Obligations, other than contingent indemnification obligations as to which no claim giving rise thereto has been
asserted, have been Paid in Full), it shall not enter into or suffer to exist or permit to become effective any agreement that
prohibits, limits or imposes any condition upon its ability to perform its obligations under the Facility Documents to which it
is a party.


 




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(b)          Amendments
to Collateral Loans. The Collateral Manager (on behalf of the Borrower) shall not consent to any amendment, waiver, consent
or other modification of any Collateral Loan or any Related Document for any Collateral Loan (i) that would be a Material Modification,
(ii) that would result in an Event of Default, (iii) after the occurrence and continuance of an Event of Default (including without
limitation a Collateral Manager Default) or (iv) that would cause any Collateral Loan to become an Ineligible Collateral Loan,
in each case without the prior written consent of the Administrative Agent in its sole discretion.


 


Section 5.05.         Certain
Undertakings Relating to Separateness


 


Without limiting any,
and subject to all, other covenants of the Borrower, the Collateral Manager and the Equityholder contained in this Agreement:


 


(a)          The
Borrower shall maintain its accounts, books, accounting and other records separate from those of any other Person, except that
the accounts of the Borrower may be included in the consolidated financial statements of the Equityholder or the Collateral Manager
as required by GAAP or Applicable Law.


 


(b)          The
Borrower shall not commingle or pool any of their respective funds or assets with those of any Affiliate or any other Person, and
it shall hold all of its assets in its own name, except as otherwise permitted or required under the Facility Documents.


 


(c)          The
Borrower shall pay its own debts, liabilities and expenses (including overhead expenses, if any) only out of its own assets as
the same shall become due and shall not pay any separate debts, liabilities or expenses of the Collateral Manager or the Equityholder.


 


(d)          The
Borrower has observed, and shall observe in all material respects all (A) limited liability company formalities and (B) other
organizational formalities, in each case to the extent necessary or advisable to preserve its separate existence, and shall preserve
its existence, and it shall not, nor shall it permit any Affiliate or any other Person to, amend, modify or otherwise change its
Constituent Documents in a manner that would adversely affect the existence of the Borrower as a bankruptcy-remote special purpose
entity.


 


(e)          The
Borrower shall have at least one Independent Manager at all times.


 


(f)          The
Borrower shall not (A) guarantee, become obligated for, or hold itself or its credit out to be responsible for or available
to satisfy, the debts or obligations of any other Person or (B) control the decisions or actions respecting the daily business
or affairs of any other Person, except as permitted by or pursuant to the Facility Documents.


 


(g)          The
Borrower shall, at all times, hold itself out to the public as a legal entity separate and distinct from any other Person, shall
not identify itself as a division of any other Person and shall correct any known misunderstanding regarding its separate identity;
provided that the assets, liabilities and operating results of the Borrower may be consolidated for accounting purposes
and included in consolidated financial statements of its equityholders or the Collateral Manager as required by GAAP or Applicable
Law.


 




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(h)          The
Borrower shall maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify
its individual assets from those of any Affiliate or any other Person.


 


(i)          Any
transaction between the Borrower and its Affiliates shall be on arm’s-length terms.


 


(j)          Except
as provided in the Facility Documents, the Borrower shall not grant a security interest or otherwise pledge its assets for the
benefit of any other Person.


 


(k)          Except
as provided in the Facility Documents, the Borrower shall not acquire any securities or debt instruments of the Collateral Manager,
its Affiliates or any other Person (except for equity interests in Obligors in connection with the exercise of any remedies with
respect to a Collateral Loan or any exchange offer, work-out or restructuring of a Collateral Loan).


 


(l)          The
Borrower shall not make loans or advances to any Person, except for the Collateral Loans and as permitted by or pursuant to the
Facility Documents.


 


(m)          The
Borrower shall make no transfer of its Collateral Loans, except as permitted by or pursuant to the Facility Documents.


 


(n)          The
Borrower shall file its own Tax returns, if any, as may be required under Applicable
Law, to the extent that the Borrower is (1) not part of a consolidated group filing a consolidated
return or returns or (2) not treated as a disregarded entity separate from its sole owner of another taxpayer for Tax purposes,
within the meaning of Treasury Regulation Section 301.7701-3 and pay any Taxes so required to be paid by it under applicable Law.


 


(o)          The
Borrower shall, to the extent used in its business, use separate stationery, invoices and checks.


 


(p)          The
Borrower shall maintain adequate capital in light of its contemplated business operations; provided, however, that
the foregoing shall not require the Equityholder to make additional capital contributions.


 


(q)          The
Borrower shall at all times be organized as a single-purpose entity with Constituent Documents substantially similar to those in
effect on the Closing Date.


 


(r)          The
Borrower shall at all times conduct its business so that any assumptions made with respect to the Borrower in any “true sale”
and “substantive non-consolidation” opinion letter delivered in connection with the Facility Documents will continue
to be true and correct in all respects.


 


ARTICLE
VI

EVENTS OF DEFAULT


 


Section 6.01.         Events
of Default


 


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


 




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(a)          a
default in the payment, when due and payable, of any interest or other amount (other than principal) owing hereunder and such default
has not been cured within two (2) Business Days after the due date of such payment; or


 


(b)          (i)
the Borrower fails to Pay in Full the Obligations on the Final Maturity Date or (ii) the failure to make payment of the Mandatory
Amortization Amount on the applicable Payment Date and such default has not been cured within fifteen (15) Business Days after
the due date of such payment; or


 


(c)         the
Borrower or the pool of Collateral becomes, or becomes subject to regulation as, (i) an “investment company” under
the Investment Company Act or (ii) a “covered fund” under the Volcker Rule; or


 


(d)         except
as otherwise provided in this Section 6.01, a default in any material respect in the performance, or breach in any material
respect, of any material covenant or agreement of the Borrower under this Agreement or the other Facility Documents to which it
is a party, or the failure of any representation or warranty of the Borrower made in this Agreement or in any other Facility Document
to be correct, in each case, in all material respects when the same shall have been made, and the continuation of such default,
breach or failure for a period of thirty (30) days (provided that breaches of Sections 5.01(a)(ii), 5.01(c),
5.01(d), 5.01(e), 5.02 and 5.05 shall not have any cure period) after the earlier of (i) written notice
to the Borrower and the Collateral Manager (which may be by e-mail) by either Agent, and (ii) actual knowledge of the Borrower
or the Collateral Manager, as applicable; or


 


(e)         the
rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment
of money in excess individually or in the aggregate of $500,000 against the Borrower (exclusive of judgment amounts fully covered
by insurance), and the Borrower shall not have either (x) discharged or provided for the discharge of any such judgment, decree
or order in accordance with its terms or (y) perfected a timely appeal of such judgment, decree or order and caused the execution
of same to be stayed during the pendency of the appeal, in each case, within thirty (30) days from the date of entry thereof; or


 


(f)          the
Borrower shall have made payments of amounts in excess of $500,000 in settlement of any litigation, claim or dispute (exclusive
of settlement amounts fully covered by insurance); or


 


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


 


(h)          (i)
any Facility Document shall (except in accordance with its terms) terminate, cease to be effective or cease to be the legally valid,
binding and enforceable obligation of the Borrower, the Collateral Manager or the Equityholder, (ii) the Borrower, the Collateral
Manager, the Equityholder or any of their respective Affiliates shall, directly or indirectly, contest in any manner the effectiveness,
validity, binding nature or enforceability of any Facility Document or any Lien purported to be created thereunder, or (iii) any
Lien securing any obligation under any Facility Document shall, in whole or in part, cease to be a first priority perfected security
interest of the Collateral Agent, except as otherwise expressly permitted in accordance with the applicable Facility Document (including,
for the avoidance of doubt, as provided in Section 5.02(k)(ii)); or


 


(i)          (i)
the Internal Revenue Service shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any asset of
the Borrower and such Lien shall not have been released within five Business Days or (ii) the PBGC shall file notice of a Lien
pursuant to Section 4068 of ERISA with regard to any asset of the Borrower and such Lien shall not have been released within five
(5) Business Days; or


 


(j)          a
Change of Control occurs; or


 




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(k)          (i)
failure of the Borrower to maintain at least one (1) Independent Manager, (ii) the removal of any Independent Manager of the Borrower
without “cause” (as such term is defined in the organizational document of the Borrower) or without giving prior written
notice to the Administrative Agent, each as required in the organizational documents of the Borrower, (iii) an Independent Manager
of the Borrower which is not provided by a nationally recognized service identified in clause (b) of the definition of “Independent
Manager” or such other service reasonably acceptable to the Administrative Agent shall be appointed without the consent of
the Administrative Agent or (iv) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon the criteria set forth
in this Agreement, such that reputable counsel of national standing could no longer render a substantive nonconsolidation opinion
with respect thereto; or


 


(l)          any
Monthly Report or Payment Date Report shall fail to be delivered when due and such failure shall continue for three (3) Business
Days; or


 


(m)          on
any Monthly Report Determination Date, the Aggregate Principal Balance of all Defaulted Collateral Loans owned by the Borrower
as of such date, calculated as a percentage of the sum of the Aggregate Principal Balance of all Collateral Loans owned by the
Borrower as of such date, and in each case in accordance with the procedures set forth in Section 1.04, shall be greater
than or equal to 40.0%; or


 


(n)          any
Coverage Test shall not be satisfied and such failure shall continue for two (2) Business Days; or


 


(o)          a
Collateral Manager Default occurs; or


 


(p)          the
Equityholder shall fail to maintain a Tangible Net Worth of at least $230,000,000 and such failure shall continue for thirty (30)
calendar days; or


 


(q)          the
Equityholder shall fail to maintain unencumbered liquidity (calculated as the sum of (i) unrestricted cash or cash equivalents
and (ii) undrawn available liquidity under committed credit facilities of the Equityholder and its Subsidiaries (other than the
Borrower)) in an amount at least equal to the greater of (x) $5,000,000 and (y) the cumulative amount of principal payments in
respect of indebtedness of the Equityholder and its Subsidiaries due or to become due in the subsequent ninety day period (other
than in connection with an optional redemption thereof) and such failure shall continue for one (1) Business Day.


 


Section 6.02.         Remedies.


 


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


 




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(b)          Upon
the occurrence and during the continuation of an Event of Default or a Collateral Manager Default, following written notice by
the Administrative Agent (provided in its sole discretion or at the direction of the Required Lenders) to the Collateral Manager
of the exercise of control rights with respect to the Collateral, the Administrative Agent may exercise such rights, including:
(u) the exercise of the Collateral Manager’s rights and obligations under the Facility Documents, including its unilateral
power to (A) consent to modifications to Collateral Loans, (B) take any discretionary action with respect to Collateral Loans and
(C) direct the acquisition, sales and other dispositions of Collateral Loans; (v) the termination of the Collateral Manager’s
rights to exercise any rights or take any action with respect to the Collateral; (w) the transfer of the Collateral Manager’s
rights and obligations under the Facility Documents to a Successor Collateral Manager; (x) if the Collateral Manager is not terminated
or otherwise replaced in accordance with this Agreement, to require the Collateral Manager to obtain the consent of the Administrative
Agent before agreeing to any modification of any Collateral Loan, taking any discretionary action with respect to any Collateral
Loan or causing the Borrower to sell or otherwise dispose of any Collateral Loan; (y) if the Collateral Manager is not terminated
or otherwise replaced in accordance with this Agreement, to require the Collateral Manager to cause the Borrower to sell or otherwise
dispose of any Collateral Loan as directed by the Administrative Agent pursuant to Section 7.03, and (z) with respect to
any specific Collateral Loan, to require the Collateral Manager to take such discretionary action with respect to such Collateral
Loan as directed by the Administrative Agent.


 


(c)          In
connection with any sale or proposed sale of the Collateral during the continuance of an Event of Default (whether pursuant to
the Facility Documents or Applicable Law), the Equityholder (or any Affiliate or designee thereof) shall have the exclusive right
to purchase all Collateral Loans (but not in part) so long as (1) the Equityholder provides notice to the Administrative Agent
of its intent to acquire and/or refinance the entire Collateral portfolio within three (3) Business Days of receipt of notice by
the Collateral Manager from the Collateral Agent of the Collateral Agent’s intent to liquidate the Collateral, (2) the Proceeds
of such acquisition and/or refinancing shall be sufficient to Pay in Full all Obligations under the Facility Documents and the
Equityholder’s notice under clause (1) above shall include evidence reasonably satisfactory to the Administrative
Agent of the sufficiency of such Proceeds to effect such Payment in Full and (3) such acquisition and/or refinancing shall be completed
within ten (10) Business Days of the date of the Administrative Agent’s notice of intent to liquidate the Collateral.


 


(d)          Upon
the occurrence and during the continuance of an Event of Default, upon notice from the Administrative Agent to the Collateral Agent,
all amounts on deposit in the Covered Accounts shall be withdrawn by the Collateral Agent and deposited into the Principal Collection
Subaccount for application in accordance with Section 9.01.


 


Section 6.03.         Power
of Attorney.


 


(a)          The
Borrower hereby irrevocably appoints the Administrative Agent as 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 (and
subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give
any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the
Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all
necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition,
the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant
hereto, (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Facility Document, (v) to
give notice to the Obligors and related agents of the Collateral Agent’s interest in the Collateral and the obligation to
make payments as directed by the Administrative Agent and (vi) to exercise directly the Collateral Manager’s rights and obligations
under this Agreement, including the exercise of rights set forth in Section 6.02(b), if and to the extent that the Collateral
Manager has not complied with any direction given by the Administrative Agent in accordance with this Agreement within three (3)
Business Days after the Business Day on which such direction was given to the Collateral Manager; provided that no such
direction or lapse of time shall be required after the occurrence and during the continuance of a Collateral Manager Default. Nevertheless,
if so requested by the Administrative Agent, the Borrower shall ratify and confirm any such sale or other disposition by executing
and delivering to the Administrative Agent all proper bills of sale, assignments, releases and other instruments as may be designated
in any such request.


 




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(b)          No
person to whom this power of attorney is presented as authority for the Administrative Agent to take any action or actions contemplated
by clause (a) above shall inquire into or seek confirmation from the Borrower as to the authority of the Administrative
Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described
in clause (a) above, which is intended to grant to the Administrative Agent unconditionally the authority to take and perform
the actions contemplated herein, and to the extent permitted by applicable Law, the Borrower irrevocably waives any right to commence
any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted
under this power of attorney. The power of attorney granted in clause (a) above is coupled with an interest and may not
be revoked or canceled by the Borrower until all obligations of the Borrower under the Facility Documents have been Paid in Full
and the Administrative Agent has provided its written consent thereto.


 


(c)          Notwithstanding
anything to the contrary herein, the power of attorney granted pursuant to this Section 6.03 shall only be exercisable after
the occurrence and during the continuance of an Event of Default.


 


ARTICLE
VII

PLEDGE OF COLLATERAL;

RIGHTS OF THE COLLATERAL AGENT


 


Section 7.01.         Grant
of Security


 


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


 


(i)          all
Collateral Loans and Related Documents (including those listed, as of the Closing Date, in Schedule 5 hereto), both now
and hereafter owned, including all Collections and other Proceeds thereon or with respect thereto;


 


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


 




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


 


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


 


(v)         all
Cash or Money;


 


(vi)        all
accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit
rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC);


 


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


 


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


 


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


 


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


 


(c)          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 liabilities, duties or obligations under) the Closing Date Participation
Agreement, the Related Documents for each Collateral Loan, all other agreements, documents and instruments evidencing, securing
or guarantying any Collateral Loan and all other agreements, documents and instruments related to any of the foregoing but excluding
any Excluded Amounts. The parties hereto agree that such collateral assignment to the Collateral Agent, for the benefit of the
Secured Parties, shall terminate upon the Payment in Full of all outstanding Obligations.


 


Section 7.02.         Release
of Security Interest


 


If and only if all
Obligations have been Paid in Full, the Collateral Agent, on behalf of the Secured Parties, shall, at the expense of the Borrower,
promptly execute, deliver and file or authorize for filing such instruments as the Borrower shall reasonably request in order to
reassign, release or terminate the Secured Parties’ security interest in the Collateral. The Secured Parties acknowledge
and agree that upon the sale or disposition of any Collateral by the Borrower in compliance with the terms and conditions of this
Agreement, the security interest of the Secured Parties in such Collateral shall immediately terminate and the Collateral Agent,
on behalf of the Secured Parties, shall, at the expense of the Borrower, execute, deliver and file or authorize for filing
such instrument as the Borrower shall reasonably request to reflect or evidence such termination. Any and all actions under this
Article VII in respect of the Collateral shall be without any recourse to, or representation or warranty by any Secured
Party and shall be at the sole cost and expense of the Borrower.


 




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Section 7.03.         Rights
and Remedies


 


The Collateral Agent
(for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the
UCC and other Applicable Law. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent
or its designees shall, at the written direction of the Administrative Agent or the Required Lenders acting through the Administrative
Agent, (a) instruct the Borrower to deliver any or all of the Collateral, the Related Documents and any other document relating
to the Collateral to the Collateral Agent or its designees and otherwise give all instructions for the Borrower regarding the Collateral;
(b) sell or otherwise dispose of the Collateral, all without judicial process or proceedings, it being understood that any such
sale or disposition of the Collateral shall be subject to the provisions of Section 6.02(c); (c) take control of the Proceeds
of any such Collateral; (d) subject to the provisions of the applicable Related Documents, exercise any consensual or voting rights
in respect of the Collateral; (e) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any
part of the Collateral; (f) enforce the Borrower’s rights and remedies with respect to the Collateral; (g) institute and
prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Collateral; (h) require that the
Borrower immediately take all actions necessary to cause the liquidation of the Collateral in order to pay all amounts due and
payable in respect of the Obligations, in accordance with the terms of the Related Documents; (i) redeem or withdraw or cause
the Borrower to redeem or withdraw any asset of the Borrower to pay amounts due and payable in respect of the Obligations; (j)
make copies of all books, records and documents relating to the Collateral; and (k) endorse the name of the Borrower upon any items
of payment relating to the Collateral or upon any proof of claim in bankruptcy against an account debtor.


 


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


 


Section 7.04.         Remedies
Cumulative


 


Each right, power,
and remedy of the Agents and the other Secured Parties, or any of them, as provided for in this Agreement or in the other Facility
Documents or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall
be in addition to every other right, power, or remedy provided for in this Agreement or in the other Facility Documents or now
or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by the Agents
or any other Secured Party of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later
exercise by such Persons of any or all such other rights, powers, or remedies.


 




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Section 7.05.         Related
Documents


 


(a)          Each
of the Borrower and the Collateral Manager hereby agrees that, to the extent not expressly prohibited by the terms of the Related
Documents, after the occurrence and during the continuance of an Event of Default, it shall (i) upon the written request of either
Agent, promptly forward to such Agent all material information and notices which it receives under or in connection with the Related
Documents relating to the Collateral, and (ii) upon the written request of either Agent, act and refrain from acting in respect
of any request, act, decision or vote under or in connection with the Related Documents relating to the Collateral only in accordance
with the direction of the Administrative Agent (in its reasonable discretion).


 


(b)          The
Borrower agrees that, to the extent the same shall be in the Borrower’s possession, it will hold all Related Documents relating
to the Collateral in trust for the Collateral Agent on behalf of the Secured Parties, and upon request of either Agent following
the occurrence and during the continuance of an Event of Default or as otherwise provided herein, promptly deliver the same to
the Collateral Agent or its designee. In addition, in accordance with this Agreement, promptly following its acquisition of any
Collateral Loan, the Borrower (or the Collateral Manager on its behalf) shall deliver to the Custodian the Required Loan Documents.


 


Section 7.06.         Borrower
Remains Liable


 


(a)          Notwithstanding
anything herein to the contrary, (i) the Borrower shall remain liable under the contracts and agreements included in and relating
to the Collateral (including the Related Documents) to the extent set forth therein, and shall perform all of its duties and obligations
under such contracts and agreements to the same extent as if this Agreement had not been executed, and (ii) the exercise by any
Secured Party of any of its rights hereunder shall not release the Borrower from any of its duties or obligations under any such
contracts or agreements included in the Collateral.


 


(b)          No
obligation or liability of the Borrower is intended to be assumed by the Administrative Agent or any other Secured Party under
or as a result of this Agreement or the other Facility Documents, or the transactions contemplated hereby or thereby, including
under any Related Document or any other agreement or document that relates to Collateral and, to the maximum extent permitted under
provisions of Law, the Administrative Agent and the other Secured Parties expressly disclaim any such assumption.


 


Section 7.07.         Protection
of Collateral


 


The Borrower shall
from time to time execute and deliver all such supplements and amendments hereto and file or authorize the filing of all such UCC-1
financing statements and continuation statements, instruments of further assurance and other instruments, and shall take such other
action as may be necessary or advisable or desirable to secure the rights and remedies of the Secured Parties hereunder and to:


 


(a)          grant
security more effectively on all or any portion of the Collateral;


 


(b)          maintain,
preserve and perfect any grant of security made or to be made by this Agreement including the first priority nature of the Lien
or carry out more effectively the purposes hereof;


 


(c)          perfect,
publish notice of or protect the validity of any grant made or to be made by this Agreement (including any and all actions necessary
or desirable as a result of changes in Law);


 




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(d)          enforce
any of the Collateral or other instruments or property included in the Collateral;


 


(e)          preserve
and defend title to the Collateral and the rights therein of the Collateral Agent and the Secured Parties in the Collateral against
the claims of all third parties; and


 


(f)          pay
or cause to be paid any and all Taxes levied or assessed upon all or any part of the Collateral.


 


The Borrower hereby
designates the Collateral Agent as its agent and attorney in fact to prepare and file any UCC-1 financing statement and continuation
statement, and all other instruments, and take all other actions, required pursuant to this Section 7.07 if the Borrower
fails to take any such action within ten (10) Business Days after either Agent’s request therefor. Such designation shall
not impose upon the Collateral Agent or the Administrative Agent or any other Secured Party, or release or diminish, the Borrower’s
obligations under this Section 7.07. The Borrower further authorizes the Collateral Agent to file UCC-1 financing statements,
that name the Borrower as debtor and the Collateral Agent as secured party and that describes “all assets in which the debtor
now or hereafter has rights” as the Collateral in which the Collateral Agent has a grant of security hereunder.


 


ARTICLE
VIII

ACCOUNTS, ACCOUNTINGS AND RELEASES


 


Section 8.01.         Collection
of Money


 


Except as otherwise
expressly provided herein, the Collateral Agent may demand payment or delivery of, and shall receive and collect, directly and
without intervention or assistance of any fiscal agent or other intermediary, all Money and other property payable to or receivable
by the Collateral Agent pursuant to this Agreement, including all payments due on the Collateral, in accordance with the terms
and conditions of such Collateral. The Collateral Agent shall segregate and hold all such Money and property received by it in
trust for the Secured Parties and shall apply it as provided in this Agreement. Each Covered Account shall be established and maintained
under the Account Control Agreement with a Qualified Institution. Any Covered Account may contain any number of subaccounts for
the convenience of the Collateral Agent or as required by the Collateral Manager for convenience in administering the Covered Account
or the Collateral.


 


Section 8.02.         Collection
Account


 


(a)          In
accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall, on or prior to the Closing Date,
establish at the Custodian a single, segregated trust account which shall be designated as the “Collection Account”,
which shall be maintained with the Custodian in accordance with the Account Control Agreement and which shall be subject to the
Lien of the Collateral Agent. In addition, the Collateral Agent shall establish two segregated subaccounts within the Collection
Account, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated
the “Principal Collection Subaccount”. The Collateral Agent shall from time to time deposit into the Interest
Collection Subaccount all Interest Proceeds received by the Collateral Agent. The Collateral Agent shall deposit promptly upon
receipt thereof all Principal Proceeds (unless required to be deposited in the Unfunded Reserve Account pursuant to Section
8.04 or the Cash Diversion Reserve Account pursuant to Section 8.05) received by the Collateral Agent. All funds deposited
from time to time in the Collection Account pursuant to this Agreement shall be held by the Collateral Agent as part of the Collateral
and shall be applied to the purposes herein provided. Subject to Section 8.02(c), amounts in the Collection Account
shall be reinvested pursuant to Section 8.07(a).


 




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(b)          If
at any time the amount on deposit in the Unfunded Reserve Account is less than the Unfunded Reserve Required Amount, the Collateral
Manager (on behalf of the Borrower) may, by delivery of a certificate of a Responsible Officer of the Collateral Manager, direct
the Collateral Agent to, and upon receipt of such certificate the Collateral Agent shall, withdraw funds on deposit in the Principal
Collection Subaccount representing Principal Proceeds and remit such funds as so directed by the Collateral Manager to meet the
Borrower’s funding obligations in respect of Delayed Drawdown Collateral Loans.


 


(c)          The
Collateral Agent shall transfer to the Payment Account, from the Collection Account for application pursuant to Section 9.01(a),
on each Payment Date, the amount set forth to be so transferred in the Payment Date Report for such Payment Date.


 


(d)          The
Collateral Manager may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Collateral
Manager has, prior to such withdrawal, delivered to each Agent a report setting forth in reasonable detail the calculation of such
Excluded Amounts.


 


Section 8.03.         Payment
Account


 


In accordance with
this Agreement and the Account Control Agreement, the Collateral Agent shall, on or prior to the Closing Date, establish at the
Custodian a single, segregated trust account, which shall be designated as the “Payment Account”, which shall
be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to
the Lien of the Collateral Agent. Except as provided in Section 9.01, the only permitted withdrawal from or application
of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay amounts due and payable under the
Priority of Payments on the Payment Dates in accordance with their terms and the provisions of this Agreement. The Borrower shall
not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with this Agreement and the
Priority of Payments.


 


Section 8.04.         The
Unfunded Reserve Account; Fundings


 


In accordance with
this Agreement and the Account Control Agreement, the Collateral Agent shall, on or prior to the Closing Date, establish at the
Custodian a single, segregated trust account, which shall be designated as the “Unfunded Reserve Account”, which
shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject
to the Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Unfunded Reserve Account shall
be in accordance with the provisions of this Agreement.


 


On the Closing Date,
funds shall be deposited by the Borrower in the Unfunded Reserve Account, such that the sum of the amount of funds on deposit in
the Unfunded Reserve Account shall be equal to or greater than an amount (the “Unfunded Reserve Required Amount”)
equal to the sum of:


 


(a)          the
aggregate unfunded commitments in respect of all Delayed Drawdown Collateral Loans, plus


 


(b)          the
aggregate amount of funds needed to settle purchases of Collateral Loans committed to be acquired by the Borrower on the Closing
Date that have not yet settled.


 


Fundings of Delayed
Drawdown Collateral Loans shall be made using, first, amounts on deposit in the Unfunded Reserve Account, then available
Principal Proceeds.


 




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Amounts on deposit
in the Unfunded Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager
pursuant to Section 8.07(a) and earnings from all such investments will be deposited in the Interest Collection Subaccount
as Interest Proceeds. Funds in the Unfunded Reserve Account (other than earnings from Eligible Investments therein) will be available
solely to cover drawdowns on the Delayed Drawdown Collateral Loans and settle purchases of Collateral Loans committed to be acquired
by the Borrower on the Closing Date; provided that, to the extent that the aggregate amount of funds on deposit therein
at any time exceeds the Unfunded Reserve Required Amount, the Collateral Agent shall remit such excess to the Principal Collection
Subaccount. In addition, following the occurrence of an Event of Default, funds in the Unfunded Reserve Account may be withdrawn
by the Collateral Agent and deposited into the Principal Collection Subaccount at the direction of the Administrative Agent.


 


Section 8.05.         The
Cash Diversion Reserve Account


 


In accordance with
this Agreement and the Account Control Agreement, the Collateral Agent shall, on or prior to the Closing Date, establish at the
Custodian a single, segregated trust account, subject to the Lien of the Collateral Agent, which shall be designated as the “Cash
Diversion Reserve Account”, which shall be maintained by the Borrower with the Custodian in accordance with the Account
Control Agreement and which shall be subject to the Lien of the Collateral Agent. The only permitted deposits to or withdrawals
from the Cash Diversion Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have
any legal, equitable or beneficial interest in the Cash Diversion Reserve Account other than in accordance with this Agreement
and the Priority of Payments.


 


Amounts on deposit
in the Cash Diversion Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral
Manager pursuant to Section 8.07 and earnings from all such investments will be deposited in the Interest Collection Subaccount
as Interest Proceeds. On each Payment Date, so long as no Default or Event of Default has occurred and is continuing or would result
therefrom, funds in the Cash Diversion Reserve Account shall be withdrawn by the Collateral Agent and deposited into the Interest
Collection Subaccount and applied in accordance with Section 9.01. In addition, (i) following the occurrence of an Event
of Default, funds in the Cash Diversion Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal
Collection Subaccount at the direction of the Administrative Agent and (ii) on the Final Maturity Date, funds in the Cash Diversion
Reserve Account shall be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount and applied in
accordance with Section 9.01.


 


Section 8.06.         The
Custodial Account


 


In accordance with
this Agreement and the Account Control Agreement, the Collateral Agent shall, on or prior to the Closing Date, establish at the
Custodian a single, segregated trust account, which shall be designated as the “Custodial Account”, to which
any Collateral shall be credited by the Securities Intermediary and which shall be subject to the Lien of the Collateral Agent.
The Borrower shall not have any legal, equitable or beneficial interest in the Custodial Account other than in accordance with
this Agreement. Funds on deposit in the Custodial Account shall remain uninvested.


 






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Section 8.07.         Reinvestment
of Funds in Covered Accounts; Reports by Collateral Agent


 


(a)          By
delivery of a certificate of a Responsible Officer (which may be in the form of standing instructions), the Borrower (or the Collateral
Manager on behalf of the Borrower) shall at all times direct the Collateral Agent to, and, upon receipt of such certificate, the
Collateral Agent shall, invest all funds on deposit in the Collection Account, the Unfunded Reserve Account and the Cash Diversion
Reserve Account in Eligible Investments having stated maturities no later than the Business Day preceding the next Payment Date
(or such shorter maturities expressly provided herein). If, prior to the occurrence of an Event of Default, the Borrower shall
not have given any such investment directions, the Collateral Agent shall seek instructions from the Collateral Manager within
three (3) Business Days after transfer of any funds to such accounts and shall invest in Specified Eligible Investments that mature
overnight until it shall receive written instructions from the Collateral Manager. After the occurrence and during the continuance
of an Event of Default, the Collateral Agent shall invest and reinvest such funds as fully as practicable in Specified Eligible
Investments maturing not later than the earlier of (i) thirty (30) days after the date of such investment (unless putable
at par to the issuer thereof) or (ii) the Business Day immediately preceding the next Payment Date (or such shorter maturities
expressly provided herein). Except to the extent expressly provided otherwise herein, all interest, gain, loss and other income
from such investments shall be deposited, credited or charged (as applicable) in and to the Interest Collection Subaccount. Absent
its timely receipt of such instruction from the Collateral Manager or Administrative Agent, as applicable, in accordance with
the foregoing, the Collateral Agent shall not be under an obligation to invest (or pay interest on) funds held hereunder.
The Collateral Agent shall in no way be liable for any insufficiency in a Covered Account resulting from any loss relating to any
such investment.


 


(b)          The
Collateral Agent agrees to give the Borrower prompt notice if any Covered Account or any funds on deposit in any Covered Account,
or otherwise to the credit of a Covered Account, shall become subject to any writ, order, judgment, warrant of attachment, execution
or similar process. All Covered Accounts shall remain at all times with the Custodian.


 


(c)          The
Collateral Agent shall supply, in a timely fashion, to the Borrower and the Collateral Manager any information regularly maintained
by the Collateral Agent that the Borrower or the Collateral Manager may from time to time reasonably request with respect to the
Collateral, the Covered Accounts and the other Collateral and provide any other requested information reasonably available to the
Collateral Agent and required to be provided by Section 8.08 or to permit the Collateral Manager to perform its obligations
hereunder or the Borrower’s obligations hereunder that have been delegated to the Collateral Manager. The Collateral Agent
shall promptly forward to the Collateral Manager copies of notices, periodic financial reports and other writings received by it
from the Obligor of any Collateral Loan or from any Clearing Agency with respect to any Collateral Loan.


 


Section 8.08.         Accountings


 


(a)          Monthly.
Not later than two (2) Business Days prior to the 21st calendar day of each calendar month (other than March, June, September and
December in each year) (the “Monthly Reporting Date”), the Borrower shall compile and provide (or cause to be
compiled and provided) to the Administrative Agent and the Collateral Manager a monthly report (which includes a Borrowing Base
Calculation Statement prepared by the Collateral Manager and provided to the Collateral Agent for inclusion in the Monthly Report)
(each, a “Monthly Report”) in accordance with this Section 8.08. The Borrower shall compile and
provide (or cause to be compiled and provided) to the Administrative Agent a loan data file (the “Data File”)
for the previous monthly period ending on the Monthly Report Determination Date (containing such information agreed upon by the
Borrower (or the Collateral Manager on its behalf), and the Administrative Agent). The Borrower shall provide (or cause to
be provided) the Data File at least two (2) Business Days prior to the Monthly Reporting Date. As used herein, the “Monthly
Report Determination Date” with respect to any calendar month will be the last day of the prior calendar month. For the
avoidance of doubt, the first Monthly Report shall be delivered on August 17, 2018 and shall be determined with respect to the
Monthly Report Determination Date that is July 31, 2018. The Monthly Report for a calendar month shall be in a form reasonably
acceptable to the Borrower, the Collateral Agent, the Collateral Manager and the Administrative Agent and shall contain the information
with respect to the Collateral Loans and Eligible Investments included in the Collateral set forth in Schedule 2 hereto,
and shall be determined as of the Monthly Report Determination Date for such calendar month.


 




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(b)          Payment
Date Accounting. The Borrower shall render (or cause to be rendered) an accounting (each, a “Payment Date Report”),
determined as of the close of business on each Determination Date preceding a Payment Date, and shall deliver such Payment Date
Report to the Agents and the Collateral Manager not later than the second Business Day preceding the related Payment Date. The
Payment Date Report shall be in a form reasonably acceptable to the Borrower, the Collateral Agent, the Collateral Manager and
the Administrative Agent and shall contain the information set forth in Schedule 3 hereto.


 


In addition, the Borrower
shall provide (or cause to be provided) in each Payment Date Report a statement setting forth in reasonable detail each amendment,
modification or waiver under any Related Document for each Collateral Loan that constitutes a Material Modification that became
effective since the immediately preceding Payment Date Report (or, in respect of the first Payment Date Report, from the Closing
Date).


 


(c)          Failure
to Provide Accounting. If the Collateral Agent shall not have received any accounting provided for in this Section 8.08
on the first Business Day after the date on which such accounting is due to the Collateral Agent, the Collateral Agent shall notify
the Collateral Manager who shall use reasonable efforts to obtain such accounting by the applicable Payment Date.


 


For the avoidance of
doubt, the Borrower has engaged the Collateral Administrator pursuant to the Collateral Administration Agreement to compile and
provide the information and reports to be provided in this Section 8.08.


 


Section 8.09.         Release
of Collateral


 


(a)          If
no Event of Default has occurred and is continuing, the Borrower may, by delivery of a certificate of a Responsible Officer of
the Collateral Manager delivered to the Collateral Agent at least one (1) Business Day prior to the settlement date for any sale
of any item of Collateral certifying that the sale of such security is being made in accordance with Section 10.01
and such sale complies with all applicable requirements of Section 10.01, direct the Collateral Agent to release or cause
to be released such item from the Lien of this Agreement and, upon receipt of such certificate, the Collateral Agent (or Custodian,
as applicable) shall deliver any such item, if in physical form, duly endorsed to the broker or purchaser designated in such
certificate or, if such item is a Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case
against receipt of the sales price therefor as specified by the Collateral Manager in such certificate; provided that the
Collateral Agent may deliver any such item in physical form for examination in accordance with street delivery custom.


 


(b)          Subject
to the terms of this Agreement, the Collateral Agent (or Custodian, as applicable) shall, upon the receipt of a certificate
of the Borrower, by delivery of a certificate of a Responsible Officer of the Collateral Manager, deliver any Collateral in accordance
with such certificate, and execute such documents or instruments as are delivered by or on behalf of the Borrower and reasonably
necessary to release or cause to be released such security from the Lien of this Agreement, which is set for any mandatory call
or redemption or Payment in Full to the appropriate paying agent on or before the date set for such call, redemption or payment,
in each case against receipt of the call or redemption price or Payment in Full thereof.


 


(c)          As
provided in Section 8.02(a), the Collateral Agent shall deposit any proceeds received by it from the disposition of a Collateral
in the applicable subaccount of the Collection Account, unless simultaneously applied to the purchase of Eligible Investments as
permitted under and in accordance with the requirements of this Article VIII.


 






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(d)          The
Collateral Agent shall, upon receipt of a certificate of a Responsible Officer of the Borrower certifying that all Obligations
of the Borrower hereunder and under the other Facility Documents have been satisfied, execute such documents or instruments as
are delivered by or on behalf of the Borrower and reasonably necessary to release any remaining Collateral from the Lien of this
Agreement.


 


(e)          Any
security, Collateral Loan or amounts that are released pursuant to Section 8.09(a) or (b) shall be automatically
released from the Lien of this Agreement.


 


Section 8.10.         Reports
by Independent Accountants


 


(a)          As
of the Closing Date, the Collateral Manager has appointed a firm of independent certified public accountants, independent auditors
or independent consultants (together with its successors, the “Independent Accountants”), in each case reasonably
acceptable to the Administrative Agent, for purposes of reviewing and delivering the reports of such accountants required by this
Agreement, which may be the firm of independent certified public accountants, independent auditors or independent consultants that
performs accounting services for the Collateral Manager. The Collateral Manager may remove any firm of Independent Accountants
at any time upon notice to, but without the consent of, the Administrative Agent. Upon any resignation by such firm or removal
of such firm by the Collateral Manager, the Collateral Manager shall promptly appoint, by a certificate of a Responsible Officer
of the Collateral Manager delivered to the Agents, a successor thereto that shall also be a firm of independent certified public
accountants, independent auditors or independent consultants of recognized standing, which may be a firm of independent certified
public accountants, independent auditors or independent consultants that performs accounting services for the Collateral Manager.
The fees of such Independent Accountants and any successor shall be payable by the Borrower.


 


(b)          The
Collateral Manager will cause the Independent Accountants to furnish to the Administrative Agent (with a copy to the Collateral
Agent), within 120 days of the end of each fiscal year of the Borrower, to the effect that such firm has applied certain agreed-upon
procedures approved by the Administrative Agent (as such agreed-upon procedures may be updated from time to time in response to
requests of the Administrative Agent) with respect to a selection of Monthly Reports and/or Payment Date Reports from the related
fiscal year and, with respect to the Collateral Manager’s performance hereunder, to assist the Administrative Agent in determining
that the Monthly Reports and Payment Date Reports for the related fiscal year were prepared in compliance with this Agreement,
except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s
report (including, with respect to any such exceptions, an explanation of how each such exception arose and reflecting the input/explanation
of the Collateral Manager thereto). Such reports pursuant to this clause (b) shall be at the expense of the Borrower.


 




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(c)          In
the event the Independent Accountants appointed pursuant to clause (a) above require the Collateral Agent, as applicable,
to agree to the procedures performed by such Independent Accountants with respect to any of the reports, statements of such Independent
Accountants, or sign any agreement in connection therewith, the Collateral Agent, as applicable, shall, upon direction from the
Borrower (or the Collateral Manager on behalf of the Borrower), so agree to the terms and conditions requested by such Independent
Accountants as a condition to receiving documentation required by this Agreement; it being understood and agreed that the
Collateral Agent shall deliver such agreement in conclusive reliance on such direction and shall make no inquiry or investigation
as to, and shall have no obligation or responsibility in respect of, the terms of the engagement of such Independent Accountants
by the Borrower or the sufficiency, validity or correctness of the agreed upon procedures in respect of such engagement. The Collateral
Agent may require the delivery of a written direction to the execution of any such agreement required for the delivery of any report
or statement of such Independent Accountants to the Collateral Agent under this Agreement. Upon direction from the Borrower (or
the Collateral Manager on behalf of the Borrower), the Collateral Agent shall be authorized, without liability on its part, to
execute and deliver any such agreement with such Independent Accountants, which agreement, to the extent so directed by the Borrower
(or the Collateral Manager on behalf of the Borrower), may include, amongst other things, (i) an acknowledgement that the Borrower
has agreed that the procedures by such Independent Accountants are sufficient for the relevant purposes, (ii) releases by the Collateral
Agent any claims, liabilities and expenses arising out of or relating to such Independent Accountant’s engagement, agreed-upon
procedures or any report or statement issued by such Independent Accountants under any such engagement and acknowledgement of other
limitations of liability in favor of such Independent Accountants and (iii) restrictions or prohibitions on the disclosure of any
such reports, statements or other information or documents provided to it by such Independent Accountants.


 


ARTICLE
IX

APPLICATION OF FUNDS


 


Section 9.01.         Disbursements
of Funds from Payment Account


 


(a)          Notwithstanding
any other provision in this Agreement, but subject to the other subsections of this Section 9.01, on each Payment Date,
the Collateral Agent shall disburse amounts from the Collection Account to the Payment Account pursuant to Section 8.02
in accordance with the following priorities (the “Priority of Payments”):


 


(i)          On
each Payment Date, Interest Proceeds on deposit in the Interest Collection Subaccount (including amounts transferred from the Cash
Diversion Reserve Account pursuant to Section 8.05), to the extent received on or before the related Determination Date
(or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred into the Payment Account,
to be applied in the following order of priority:


 


(A)         to
pay taxes, registration, registered office and filing fees, if any, of the Borrower or any subsidiary of the Borrower;


 


(B)         (1)
first, to pay all out-of-pocket costs and expenses of the Collateral Agent incurred in connection with any sale of Collateral
or exercise of other remedial rights pursuant to Section 7.03; (2) second, to pay other Administrative Expenses in
accordance with the priorities specified in the definition thereof; provided that the amount in this clause (B)(2)
shall not exceed the Administrative Expense Cap for such Payment Date;


 


(C)         prior
to the occurrence of a Default or an Event of Default, to the Collateral Manager, to pay the Collateral Management Fee, plus any
Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds,
except, in each case, to the extent that the Collateral Manager elects to defer such current or previously due Collateral
Management Fee pursuant to this Agreement;


 


(D)         to
each Lender, to pay accrued and unpaid Interest on the Advances and Prepayment Fees due to each such Lender and amounts payable
to each such Lender under Section 2.10;


 




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(E)         to
the Cash Diversion Reserve Account, in an amount necessary to cure (1) any Borrowing Base Deficiency and (2) any Equity Coverage
Deficiency;


 


(F)         to
pay all Administrative Agent and Lender Expenses in accordance with the priorities specified in the definition thereof;


 


(G)         after
the occurrence and during the continuance of a Default or an Event of Default, to pay the principal of the Advances of each Lender
(pro rata, based on each Lender’s Percentage) until Paid in Full;


 


(H)         (1)
first, to the payment or application of amounts referred to in clause (B) above (in the same order of priority
specified therein), to the extent not Paid in Full pursuant to applications under such clauses and without reference to the Administrative
Expense Cap specified therein, (2) second, so long as no Default or Event of Default has occurred and is continuing, to
the payment or application of amounts referred to in clause (C) above, to the extent not Paid in Full pursuant to the application
under such clause and (3) third, to pay all other Obligations then due and owing (other than Advances Outstanding), including
accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.09 and 12.03;


 


(I)         for
deposit into the Unfunded Reserve Account until the amounts on deposit therein are equal to the Unfunded Reserve Required Amount;


 


(J)         if
so elected by the Collateral Manager (in written notice to the Agents delivered on or prior to the related Determination Date)
to be allocated at the discretion of the Collateral Manager to prepay the principal of the Advances of each Lender (pro rata,
based on each Lender’s Percentage); and


 


(K)         so
long as no Default or Event of Default has occurred or is continuing or would result therefrom, to the Borrower or its designee,
which amounts may be distributed to the Equityholder.


 


(ii)         On
each Payment Date, Principal Proceeds on deposit in the Principal Collection Subaccount (including amounts transferred from the
Cash Diversion Reserve Account pursuant to Section 8.05) to the extent received on or before the related Determination Date
(or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account
to be applied in the following order of priority:


 


(A)         to
the payment of unpaid amounts under clauses (A) through (D) in clause (i) above (in the same order of
priority specified therein), to the extent not paid in full thereunder;


 


(B)         to
pay the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Advances are paid in full;


 


(C)         to
the payment of unpaid Administrative Agent and Lender Expenses, to the extent not paid in full under clause (F) in clause
(i) above;


 


(D)         to
the payment of unpaid amounts under clause (H) in clause (i) above (in the same order of priority specified
therein and without giving effect to the cap specified in such clause), to the extent not paid in full thereunder;


 




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(E)         to
pay all other Obligations then due and owing; and


 


(F)         to
the Borrower or its designee, which amounts may be distributed to the Equityholder.


 


(b)          If
on any Payment Date the amount available in the Payment Account is insufficient to make the full amount of the disbursements required
by the Payment Date Report, the Collateral Agent shall make the disbursements called for in the order and according to the priority
set forth under Section 9.01(a) to the extent funds are available therefor.


 


ARTICLE
X

SALE OF COLLATERAL LOANS;

PURCHASE OF ADDITIONAL COLLATERAL LOANS


 


Section 10.01.         Sales
of Collateral Loans


 


(a)          Sales
of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.03, the Collateral Manager
on behalf of the Borrower may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent
shall sell in the manner directed by the Collateral Manager, any Collateral Loan if such sale meets each of the requirements set
forth below:


 


(i)          no
Default or Event of Default is continuing or would result upon giving effect thereto (unless, in the case of a Default, such Default
will be cured upon giving effect to such sale and the application of the proceeds thereof);


 


(ii)         upon
giving effect thereto and the application of the proceeds thereof, no Borrowing Base Deficiency or Equity Coverage Deficiency shall
exist; and


 


(iii)        such
sale is made for Cash.


 


Notwithstanding anything above that would
otherwise prohibit the sale of a Collateral Loan after the occurrence or during the continuance of a Default or an Event of Default,
if the Borrower entered into an agreement to sell any such Collateral prior to the occurrence of such Default or an Event of Default,
but such sale did not settle prior to the occurrence of such Default or an Event of Default, then the Borrower shall be permitted
to consummate such sale notwithstanding the occurrence of such Default or an Event of Default; provided that the settlement
for such sale occurs within the customary settlement period for similar trades.


 


(b)          Final
Maturity Date Sale. Not later than 10 days prior to the Final Maturity Date, the Collateral Manager shall solicit bids for
the sale of each remaining Collateral Loan to one or more buyers for a purchase price in cash payable on or prior to the Final
Maturity Date. The Collateral Loans shall be sold to the highest bidder(s) therefor at a price at least equal to the greater of
(i) (x) the sum of the Facility Amount plus (y) the aggregate of all other amounts owing by the Borrower on the Final Maturity
Date minus (z) the aggregate amount of cash and other Eligible Investments available for application as Principal Proceeds
in accordance with the Priority of Payments as of the Final Maturity Date and (ii) the aggregate Asset Value of such Collateral
Loans being sold. The Collateral Manager shall furnish a certification to the Administrative Agent, the Custodian, the Collateral
Agent, and the Collateral Administrator prior to such sale that the purchase price satisfies the foregoing requirements. If the
Administrative Agent has not received such certification within ten (10) days of the Final Maturity Date, the Administrative Agent
in its sole discretion may arrange for the sale and liquidation of such remaining Collateral Loans during the final ten (10) days
before the Final Maturity Date.


 




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(c)          Sales
of Equity Securities. The Borrower may sell any Equity Security at any time without restriction, and shall use its commercially
reasonable efforts to effect the sale of any Equity Security, regardless of price, within forty-five (45) days of receipt if such
Equity Security constitutes Margin Stock, unless such sale is prohibited by Applicable Law or contract, in which case such Equity
Security should be sold as soon as such sale is permitted by Applicable Law or contract.


 


(d)          Certain
Restrictions.


 


(i)          No
Collateral Loan (other than a Warranty Collateral Loan) may be sold to an Affiliate of the Borrower without the prior written consent
of the Administrative Agent and, in the case of a sale at a price less than the original percentage of par paid by the Borrower,
the purchase price shall not be less than the Asset Value of such Collateral Loan.


 


(ii)         The
Principal Balance of all Equityholder Collateral Loans (other than Warranty Collateral Loans) sold pursuant to Section 10.01(a)
to the Equityholder or an Affiliate thereof or released to the Equityholder pursuant to a dividend by the Borrower shall not in
any twelve-month period exceed 20% of the Equityholder Purchased Loan Balance measured as of the first day of such twelve-month
period.


 


(iii)        The
Principal Balance of all Defaulted Collateral Loans (other than Warranty Collateral Loans) that are Equityholder Collateral Loans
sold pursuant to Section 10.01(a) to the Equityholder or an Affiliate thereof or released to the Equityholder pursuant to
a dividend by the Borrower shall not in any twelve-month period exceed 10% of the Equityholder Purchased Loan Balance measured
as of the first day of such twelve-month period.


 


(e)          Application
of Proceeds of Sales. The Collateral Manager on behalf of the Borrower shall deposit the proceeds of any sale effected pursuant
to this Section 10.01 into the Principal Collection Account for disbursement in accordance with Section 9.01(a)(ii).


 


Section 10.02.         Purchases
of Additional Collateral Loans.


 


Other than the Collateral
Loans acquired by the Borrower on the Closing Date, the Borrower shall not purchase any additional Collateral Loans.


 


Section 10.03.         Conditions
Applicable to All Sale and Purchase Transactions


 


(a)          Any
transaction effected under this Article X or in connection with the acquisition of additional Collateral Loans shall be
for fair market value and, if effected with a Person that is an Affiliate of the Collateral Manager (or with an account or portfolio
for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be (i) on terms no less favorable
to the Borrower than would be the case if such Person were not an Affiliate or as otherwise expressly permitted in this Agreement
and (ii) effected in accordance with all Applicable Laws.


 


(b)          Upon
each acquisition by the Borrower of a Collateral Loan on the Closing Date (i) all of the Borrower’s right, title and interest
to such Collateral Loan shall be subject to the Lien granted to the Collateral Agent pursuant to this Agreement and (ii) such Collateral
Loan shall be Delivered to the Collateral Agent.


 




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Section 10.04.         Additional
Equity Contributions


 


The Equityholder may,
but shall have no obligation to, at any time or from time to time make a capital contribution to the Borrower for any purpose,
including for the purpose of curing any Default or satisfying any Coverage Test. Each contribution shall be made in Cash or Eligible
Investments. All Cash contributed to the Borrower shall be treated as Principal Proceeds, except to the extent that the Collateral
Manager specifies that such Cash shall constitute Interest Proceeds and shall be deposited into the applicable Collection Account
in accordance with Section 8.02 as designated by the Collateral Manager.


 


Section 10.05.         Transfer
of Warranty Collateral Loans.


 


The Borrower may transfer
any Warranty Collateral Loan to the Equityholder, or to any third party at the Equityholder’s direction, to consummate the
sale or substitution of such Warranty Collateral Loan pursuant to, and in accordance with the terms of, Article VI of the Sale
Agreement.


 


ARTICLE
XI

THE AGENTS


 


Section 11.01.         Authorization
and Action


 


(a)          Each
Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent
on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are
delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject
to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other
Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions,
responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other
Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have
or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the
transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility
Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required
Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required
to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this
Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under
any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide
that an Agent’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s reasonable discretion,
or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold
its consent or exercise its discretion in an unreasonable manner.


 


(b)          If
the Collateral Agent has been requested or directed by the Required Lenders to take any action pursuant to any provision of this
Agreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the rights
or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided
indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with
or in performing such request or direction. No provision of this Agreement or any other Facility Document shall otherwise be construed
to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur
any cost, expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense
or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to take any action to exercise
or enforce any power, right or remedy available to it under this Agreement or any other Facility Document or any Related Document
unless and until directed by the Required Lenders (or the Administrative Agent on their behalf).


 




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(c)          Neither
the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such
Person in accordance with any notice given by the Required Lenders pursuant to the terms of this Agreement or any other Facility
Document even if, at the time such action is taken by any such Person, the Required Lenders or Persons purporting to be the Required
Lenders are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge
(without any duty of inquiry or investigation on its part) that the Required Lenders or Persons purporting to be the Required Lenders
are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received
by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum
to a court of competent jurisdiction and therein commence an action for interpleader.


 


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


 


Section 11.02.         Delegation
of Duties


 


Each Agent may execute
any of its duties under this Agreement and each other Facility Document by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence
or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.


 


Section 11.03.         Agents’
Reliance, Etc.


 


(a)          Neither
Agent nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be
taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their
own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with
legal counsel (including counsel for the Borrower or the Collateral Manager or any of their Affiliates) and independent public
accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith
by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured
Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations
(whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any
duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this
Agreement, the other Facility Documents or any Related Document on the part of the Borrower, the Collateral Manager or any other
Person or to inspect the property (including the books and records) of the Borrower or the Collateral Manager; (iv) shall
not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection,
genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the
Collateral), this Agreement, the other Facility Documents, any Related Document or any other instrument or document furnished pursuant
hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying
on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of
doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument
or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) believed by it to be genuine and
believe by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender
or any other Person for the Borrower’s, the Collateral Manager’s, any Lender’s or any other Person’s, as
the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or
any other Facility Document.


 




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(b)          No
Agent shall be liable for the actions of omissions of any other Agent (including concerning the application of funds), or under
any duty to monitor or investigate compliance on the part of any other Agent with the terms or requirements of this Agreement,
any Facility Document or any Related Document, or their duties hereunder or thereunder. Each Agent shall be entitled to assume
the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including
each Notice of Borrowing received hereunder). No Agent shall be liable for any action taken in good faith and reasonably believed
by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed,
or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing
to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal
on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the
Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be
proven by a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein
or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its own funds, or to take any
action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately
indemnified. No Agent shall be liable for any indirect, special, punitive or consequential damages (including lost profits) whatsoever,
even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge
or notice of any matter unless actually known to a Responsible Officer of such Agent, or unless and to the extent written notice
of such matter is received by such Agent at its address in accordance with Section 12.02. Any permissive grant of power
to an Agent hereunder shall not be construed to be a duty to act. Neither Agent shall be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement
order, approval or other paper or document. Neither Agent shall be liable for any error of judgment, or for any act done or step
taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing
in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission of its duties.


 


(c)          No
Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall
include acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication
line failures, computer viruses, power failures, earthquakes or other disasters.


 


(d)          The
delivery of reports and other documents and information to the Collateral Agent hereunder or under any other Facility Document
is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute
constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent
is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly
stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of
the rights, benefits, protections and indemnities which are afforded to it in this Agreement.


 




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(e)          Each
Lender acknowledges that, except as expressly set forth in this Agreement, neither Agent has made any representation or warranty
to it, and that no act by either Agent hereafter taken, including any consent and acceptance of any assignment or review of the
affairs of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to any Secured Party as to
any matter. Each Lender represents to each Agent that it has, independently and without reliance upon such Agent and based on such
documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the Borrower and the Collateral Manager, and made its
own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents
that it will, independently and without reliance upon either Agent or any other Secured Party and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement
and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects,
operations, property, financial and other condition and creditworthiness of the Borrower and the Collateral Manager. Neither Agent
shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business,
prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Collateral Manager which may
come into the possession of such Agent.


 


Section 11.04.         Indemnification


 


Each of the Lenders
agrees to indemnify and hold the Agents harmless (to the extent not reimbursed by or on behalf of the Borrower pursuant to Section
12.04 or otherwise) from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the
Agents in any way relating to or arising out of this Agreement or any other Facility Document or any Related Document or any action
taken or omitted by the Agents under this Agreement or any other Facility Document or any Related Document; provided that
no Lender shall be liable to any Agent for any portion of such Liabilities resulting from such Agent’s gross negligence or
willful misconduct; and provided, further, that no Lender shall be liable to the Collateral Agent for any portion
of such Liabilities unless such Liabilities are imposed on, incurred by, or asserted against the Collateral Agent as a result of
any action taken, or not taken, by the Collateral Agent at the direction of the Administrative Agent or such Lender or Lenders,
as the case may be, in accordance with the terms and conditions set forth in this Agreement (it being understood and agreed that
the Collateral Agent shall be under no obligation to exercise or to honor any of the rights or powers vested in it by this Agreement
at the request or direction of the Administrative Agent or any of the Lenders (or other Persons authorized or permitted under the
terms hereof to make such request or give such direction) pursuant to this Agreement or any other Facility Document, unless the
Administrative Agent or such Lenders shall have provided to the Collateral Agent security or indemnity reasonably satisfactory
to it against the costs, expenses (including reasonable and documented attorney’s fees and expenses) and Liabilities which
might reasonably be incurred by it in compliance with such request or direction, whether such indemnity is provided under this
Section 11.04 or otherwise). The rights of the Agents and obligations of the Lenders under or pursuant to this Section
11.04 shall survive the termination of this Agreement, and the earlier removal or resignation of the any Agent hereunder.


 






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Section 11.05.         Successor
Agents


 


(a)          Subject
to the terms of this Section 11.05, each Agent may, upon thirty (30) days’ notice to the Lenders and the Borrower,
resign as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign, then the Required Lenders shall
appoint a successor agent. If for any reason a successor agent is not so appointed and does not accept such appointment within
thirty (30) days of notice of resignation, such Agent may appoint a successor agent. The appointment of any successor Agent
shall be subject to the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided
that the consent of the Borrower to any such appointment shall not be required if (i) an Event of Default shall have occurred and
is continuing or (ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation or
removal of an Agent shall be effective upon the appointment of a successor agent pursuant to this Section 11.05. After the
effectiveness of any retiring or removed Agent’s resignation or removal hereunder as Agent, the retiring or removed Agent
shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this
Article XI shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while
it was Agent under this Agreement and under the other Facility Documents.


 


(b)          Any
Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation
to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral
Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any
of the parties to this Agreement.


 


(c)          Subject
to the terms of this Section 11.05(c) the Administrative Agent may, upon thirty (30) days’ notice to the Collateral
Manager, Collateral Agent, the Lenders and the Borrower, remove and discharge the Collateral Agent from the performance of its
obligations under this Agreement and under the other Facility Documents without cause at any time. If the Collateral Agent shall
be removed pursuant to this Section 11.05(c), then the Administrative Agent during such thirty (30) day period shall appoint
a successor Collateral Agent. The appointment of any successor Collateral Agent pursuant to this Section 11.05(c) shall
be subject to the prior written consent of the Borrower (provided that no Event of Default has occurred and is continuing)
and the Required Lenders. If the Collateral Agent is removed pursuant to this Section 11.05(c), the Collateral Agent shall
be removed in all other capacities in which it serves under this Agreement and under any of the other Facility Documents (including
in its capacity as Custodian). Any removal of the Collateral Agent pursuant to this Section 11.05(c) shall be effective
upon the appointment of a successor Collateral Agent pursuant to this Section 11.05(c) and the acceptance of such appointment
by such successor. After the effectiveness of any removal of the Collateral Agent pursuant to this Section 11.05(c), the
Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents (but not
in its capacity as Lender, if applicable) and the provisions of this Article XII and Section 11.05(c) shall continue
in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was the Collateral Agent under
this Agreement and under the other Facility Documents. In the event a successor Collateral Agent shall not be appointed within
such thirty (30) day period, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor
Collateral Agent.


 


ARTICLE
XII

MISCELLANEOUS


 


Section 12.01.         No
Waiver; Modifications in Writing


 


(a)          No
failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document, and
any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this
Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which
given. No notice to or demand on the Borrower or the Collateral Manager in any case shall entitle the Borrower or the Collateral
Manager to any other or further notice or demand in similar or other circumstances.


 




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(b)          No
amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral
Manager, the Administrative Agent and the Required Lenders; provided that:


 


(i)          any
Fundamental Amendment shall require the written consent of all Lenders; and


 


(ii)         no
such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent hereunder
without the prior written consent of such Agent.


 


Section 12.02.         Notices,
Etc.


 


(a)          Except
where telephonic instructions are authorized herein to be given, all notices, demands, instructions and other communications required
or permitted to be given to or made upon any party hereto shall be in writing, unless otherwise expressly specified herein, and
shall be (i) personally delivered or sent by registered, certified or express mail, postage prepaid, or by facsimile transmission,
or by prepaid courier service, or by electronic mail (if the recipient has provided an email address) to the address, facsimile
number or email address, as applicable, set forth with respect to such party on Schedule 6 (or, if not provided on Schedule
6 with respect to any party, such address, facsimile number or email address provided by such party in writing to the Administrative
Agent) or (ii) in the case of notices to any Lender, posted to any electronic system approved by or set up by or at the direction
of the Administrative Agent, and shall in each case be deemed to be given for purposes of this Agreement on the day that such
writing is received by the intended recipient thereof or posted in accordance with the provisions of this Section 12.02.
Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section 12.02,
notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto
at their respective addresses (or to their respective facsimile numbers or email addresses) indicated in Schedule 6 (or,
if not provided on Schedule 6 with respect to any party, such address, facsimile number or email address provided in writing
by such party to the Administrative Agent), and, in the case of telephonic instructions or notices, by calling the telephone number
or numbers indicated for such party in Schedule 6 (or, if not provided on Schedule 6 with respect to any party, such
telephone number or numbers provided in writing by such party to the Administrative Agent). Each party shall notify the Administrative
Agent in writing of any changes in the address, facsimile number, telephone number or email address to which notices to such Person
should be directed, and of such other administrative information as the Administrative Agent shall reasonably request.


 


(b)          BNYM
(in any of its capacities hereunder) agrees to accept and act upon instructions or directions pursuant to this Agreement sent by
unsecured e-mail (or .pdf files of executed documents), facsimile transmission or other similar unsecured electronic methods, provided
that any person providing such instructions or directions shall provide to BNYM an incumbency certificate listing such designated
persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing.
If any party hereto elects to give BNYM e-mail or facsimile instructions (or instructions by a similar electronic method), BNYM’s
understanding of such instructions shall be deemed controlling. BNYM shall not be liable for any losses, costs or expenses arising
directly or indirectly from BNYM's reasonable, good faith reliance upon and compliance with such instructions. Each of the parties
hereto agrees to assume all risks arising out of its respective use of such electronic methods to submit instructions and directions
to BNYM, including without limitation the risk of BNYM acting on unauthorized instructions, and the risk of interception and misuse
by third parties.


 




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Section 12.03.         Taxes


 


(a)          For
purposes of this Section 12.03, the term “applicable Law” includes FATCA.


 


(b)          Any
and all payments by, or on account of any obligation of the Borrower under any Facility Document shall be made without deduction
or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion
of the applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by the Borrower, the
Collateral Agent or the Administrative Agent, then the applicable Borrower, the Collateral Agent or the Administrative Agent (as
applicable) shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to
the relevant Governmental Authority in accordance with applicable Law and, if such Tax is a Non-Excluded Tax, then the sum payable
by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions
and withholdings applicable to additional sums payable under this Section) the applicable Secured Party receives an amount equal
to the sum it would have received had no such deduction or withholding been made.


 


(c)          Without
duplication of other amounts payable by the Borrower under this Section, the Borrower agrees to timely pay (or at the option of
the Administrative Agent, timely reimburse it for the payment of) any present or future stamp, court or documentary, intangible,
recording, filing, or similar Taxes that arise from any payment made hereunder, under the Notes or under any other Facility Document,
or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, this Agreement, the Notes or under any other Facility Document, except any such Taxes that
are Other Connection Taxes imposed with respect to an assignment, grant of a participation, designation of a new office for receiving
payments by or on account of the Borrower or other transfer (other than an assignment or designation of a new office made pursuant
to Section 2.16 or Section 12.03(h)) (collectively, the “Other Taxes”).


 


(d)          The
Borrower agrees to indemnify, within ten (10) days after demand therefor each of the Secured Parties for (i) the full amount of
Non-Excluded Taxes (including any Non-Excluded Taxes imposed or asserted on or attributable to amounts payable under this Section
12.03) paid or payable by any Secured Party or required to be withheld or deducted from a payment to such Secured Party and
(ii) any reasonable expenses arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability will be promptly delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender or other Secured Party and shall be conclusive absent manifest error.


 


(e)          As
soon as practicable after the date of any payment of Taxes pursuant to this Section 12.03, the Borrower will furnish to
each Agent the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing payment thereof
(or other evidence of payment as may be reasonably satisfactory to such Agent).


 




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(f)          If
any payment is made by the Borrower (or the Collateral Manager on its behalf) to or for the account of any Secured Party after
deduction for or on account of any Taxes and an indemnity payment or additional amounts are paid by the Borrower pursuant to this
Section 12.03, then, if such Secured Party in its sole discretion, but acting in good faith, determines that it has received
a refund of such Taxes, such Secured Party shall, to the extent that it can do so without prejudice apply for such refund and reimburse
the Borrower (or the Collateral Manager, as applicable) such amount of any refund (but only to the extent of indemnity payments
made under this Section with respect to Taxes giving rise to such refund) received (net of reasonable out-of-pocket expenses, including
Taxes, incurred and without interest, other than interest received by the applicable Secured Party from the relevant Governmental
Authority); provided that in the event that such Secured Party is required to repay such refund to the relevant taxing authority,
the Borrower agrees to return the amount paid to such Secured Party pursuant to this paragraph (f) (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority). Notwithstanding anything to the contrary in this paragraph
(f), in no event will the Secured Party be required to pay any amount to an indemnifying party pursuant to this paragraph
(f) the payment of which would place the Secured Party in a less favorable net after-Tax position than the Secured Party would
have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise
imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall
not be construed to require the Secured Party to make available its Tax returns (or any other information relating to its Taxes
that it deems confidential) to the indemnifying party or any other Person.


 


(g)          Each
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement
or any Facility Document shall deliver to the Borrower and each Agent, at the time or times reasonably requested by the Borrower
or such Agent, such properly completed and executed documentation reasonably requested by the Borrower or such Agent as will permit
such payments to be made without withholding or at a reduced rate of withholding.  In addition, each Lender, if reasonably
requested by the Borrower or any Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested
by the Borrower or such Agent as will enable the Borrower or such Agent to determine whether or not such Lender is subject to backup
withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences,
the completion, execution and submission of such documentation (other than such documentation set forth in sub-clauses (A),
(B) and (D) of Section 12.03(g)(i)) shall not be required if, in the Lender’s reasonable judgment, such completion,
execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the
legal or commercial position of such Lender (it being understood that providing any information currently required by any U.S.
federal income tax withholding form shall not be considered prejudicial to the position of a Secured Party).


 


(i)          Without
limiting the generality of the foregoing.


 


(A)         any
Lender that is a U.S. Person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Agents on or
prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable
request of the Borrower or the Agents), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal
backup withholding tax;


 


(B)         any
Lender that is not a “United States person” under Section 7701(a)(30) of the Code (a “Non-U.S. Lender”)
shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agents (in such number of copies as shall
be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and
from time to time thereafter upon the reasonable request of the Borrower or an Agent), whichever of the following is applicable:


 




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


 


(B)         executed
originals of IRS Form W-8ECI;


 


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


 


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


 


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


 


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


 




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On or before
the date each Agent becomes a party to this Agreement, such Agent shall provide to the Borrower, two duly-signed, properly completed
copies of the documentation prescribed in clause (i) or (ii) below, as applicable (together with all required attachments thereto):
(i) IRS Form W-9 or any successor thereto, or (ii) (A) IRS Form W-8ECI or any successor thereto, and (B) with respect to payments
received on account of any Lender, a U.S. branch withholding certificate on IRS Form W-8IMY or any successor thereto evidencing
its agreement with the Borrower to be treated as a U.S. person for U.S. federal withholding purposes. At any time thereafter, such
Agent shall provide updated documentation previously provided (or a successor form thereto) when any documentation previously delivered
has expired or become obsolete or invalid or otherwise upon the reasonable request of the Borrower.


 


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


 


(h)          If
any Secured Party requires the Borrower to pay any additional amount to such Secured Party or any Governmental Authority for the
account of such Secured Party or to indemnify such Secured Party pursuant to this Section 12.03, then such Secured Party
shall use reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or affiliates, if such Secured Party determines, in its
sole discretion that such designation or assignment (i) would eliminate or reduce amounts payable pursuant to this Section 12.03
in the future and (ii) would not subject such Secured Party to any material unreimbursed cost or expense and would not otherwise
be disadvantageous to such Secured Party. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Secured
Party in connection with any such designation or assignment.


 


(i)          Each
Lender shall severally indemnify each Agent, within ten (10) days after demand therefor, for (i) any Non-Excluded Taxes attributable
to such Lender (but only to the extent that the Borrower has not already indemnified such Agent for such Non-Excluded Taxes, and
without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply
with the provisions of Section 12.06(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes
attributable to such Lender, in each case, that are payable or paid by such Agent in connection with any Facility Document, and
any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any
Lender by the applicable Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent to set off and
apply any and all amounts at any time owing to such Lender under any Facility Document or otherwise payable by such Agent to the
Lender from any other source against any amount due to such Agent under this paragraph (i).


 


(j)          Each
party’s obligations under this Section 12.03 shall survive the resignation or replacement of an Agent or any assignment
of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge
of all obligations under any Facility Documents.


 




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Section 12.04.         Costs
and Expenses; Indemnification


 


(a)          The
Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of the Agents in connection
with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents,
including the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and one outside
counsel for the Collateral Agent, costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s
security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search
fees, UCC filing fees and the equivalent thereof in any foreign jurisdiction, if applicable, and all other related fees and expenses
in connection therewith; and in connection with the administration and any modification or amendment of this Agreement, the Notes
or any other Facility Document and advising the Agents as to their respective rights, remedies and responsibilities. The Borrower
agrees to promptly pay on demand all reasonable and documented costs and expenses of each of the Secured Parties in connection
with the enforcement of this Agreement, the Notes or any other Facility Document, including all reasonable and documented costs
and expenses incurred by the Collateral Agent in connection with the preservation, collection, foreclosure or enforcement of the
Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent or in connection with
the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based
upon the Obligations in any insolvency proceeding, including all reasonable fees and disbursements of attorneys, accountants, auditors,
consultants, appraisers and other professionals engaged by the Collateral Agent. Without prejudice to its rights hereunder, the
expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under
any applicable bankruptcy law.


 


(b)          The
Borrower agrees to indemnify and hold harmless each Secured Party and each of their Affiliates and the respective officers, directors,
employees, agents, managers of, and any Person controlling any of, the foregoing (each, an “Indemnified Party”)
from and against any and all Liabilities that may be incurred by or asserted or awarded against any Indemnified Party, in each
case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of
or otherwise arising out of or incurred in connection with this Agreement, any other Facility Document, any Related Document or
any transaction contemplated hereby or thereby (and regardless of whether or not (x) any such transactions are consummated or (y)
arising out of a suit, claim or other action brought by the Borrower, the Collateral Manager or the Equityholder or any third party),
including any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following:
(i) preparation for a defense of any investigation, litigation or proceeding arising out of, related to or in connection with this
Agreement, any other Facility Document, any Related Document or any of the transactions contemplated hereby or thereby; (ii) any
breach or alleged breach of any covenant by the Borrower or the Collateral Manger contained in any Facility Document; (iii) any
representation or warranty made or deemed made by the Borrower or the Collateral Manger contained in any Facility Document or in
any certificate, statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure
by the Borrower or the Collateral Manger to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure
to vest, or delay in vesting, in the Collateral Agent (for the benefit of the Secured Parties) a perfected security interest in
all of the Collateral free and clear of all Liens (other than Permitted Liens); (vi) any action or omission, not expressly authorized
by the Facility Documents, by the Borrower or any Affiliate of the Borrower which has the effect of impairing the validity or enforceability
of the Collateral or the rights of the Agents or the other Secured Parties with respect thereto; (vii) the failure to file, or
any delay in filing, financing statements, continuation statements or the equivalent thereof in any foreign jurisdiction or other
similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Collateral,
whether at the time of any Advance or at any subsequent time; (viii) any dispute, claim, offset or defense (other than the discharge
in bankruptcy of an Obligor) of an Obligor to the payment with respect to any Collateral (including a defense based on any Collateral
Loan (or the Related Documents evidencing such Collateral Loan) not being a legal, valid and binding obligation of such Obligor
enforceable against it in accordance with its terms, except to the extent such unenforceability due to the bankruptcy of such Obligor),
or any other claim resulting from any related property securing such Collateral Loan; (ix) the commingling of Collections on the
Collateral at any time with other funds; (x) any failure by the Borrower to give reasonably equivalent value to the applicable
seller, in consideration for the transfer by such seller to the Borrower of any item of Collateral 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 any provision
of the Bankruptcy Code; (xi) the failure of the Borrower, the Collateral Manager or any of their respective agents or representatives
to remit to the Collection Account, within one (1) Business Day of receipt, Collections on the Collateral Loans remitted to the
Borrower, the Collateral Manager or any such agent or representative as provided in this Agreement; and (xii) any Default or Event
of Default; except to the extent any such Liability is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted solely from such Indemnified Party’s gross negligence or willful misconduct. In the case of
an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective
whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s equityholders
or creditors, an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Borrower
shall not have any liability hereunder to any Indemnified Party to the extent an Indemnified Party effects any settlement of a
matter that is (or could be) subject to indemnification hereunder without the prior written consent of the Borrower. The Borrower
shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding
in respect of which any Indemnified Party is a party (or, in the case of a threatened proceeding,
could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder
by such Indemnified Party, unless such settlement (i) does not include a statement as to or admission of, fault, culpability or
a failure to act by or on behalf of any such Indemnified Party, and (ii) includes an unconditional release of such Indemnified
Party from all liability on claims that are the subject matter of such proceeding. In no case shall the Borrower be responsible
for any Indemnified Party’s lost revenues or lost profits or for any indirect, special, punitive or consequential damages.
This Section 12.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages,
etc. arising from any non-Tax claim.


 




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(c)          Indemnity
by Equityholder. The Equityholder agrees to indemnify and hold harmless each Indemnified Party from and against any and all
Liabilities that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection
with any acts or omissions of the Equityholder in connection with this Agreement, any other Facility Document, any Related Document
or any transaction contemplated hereby or thereby (and regardless of whether or not (x) any such transactions are consummated or
(y) arising out of a suit, claim or other action brought by the Borrower, the Collateral Manager or the Equityholder), including
(but not limited to) any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more
of the following: (i) any breach or alleged breach of any covenant by the Equityholder contained in any Facility Document; (ii)
any representation or warranty made or deemed made by the Equityholder contained in any Facility Document or in any certificate,
statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iii) any failure by the Equityholder
to comply with any Applicable Law or contractual obligation binding upon it; and (iv) any action or omission, not expressly authorized
by the Facility Documents, by the Equityholder or any Affiliate of the Equityholder which has the effect of impairing the validity
or enforceability of the Collateral or the rights of the Agents or the other Secured Parties with respect thereto; except to the
extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely
from the gross negligence, fraud or willful misconduct of such Indemnified Party, any of its Affiliates or the respective officers,
directors, employees, agents, managers of, and any Person controlling any of, the foregoing. In the case of an investigation, litigation
or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by the Equityholder, any of the Equityholder’s equityholders or creditors, an Indemnified
Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Equityholder shall not have any
liability hereunder to any Indemnified Party to the extent an Indemnified Party effects any settlement of a matter that is (or
could be) subject to indemnification hereunder without the prior written consent of the Equityholder (which consent shall not be
unreasonably withheld or delayed), but if settled with such consent or if there be a final judgment for the plaintiff, the Equityholder
agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment to the
extent set forth in this Section 12.04(c).  The Equityholder shall not, without the prior written consent of the Indemnified
Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party
(or, in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought)
and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include a statement
as to or admission of, fault, culpability or a failure to act by or on behalf of any such Indemnified Party, and (ii) includes
an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding.
In no case shall the Equityholder be responsible for any Indemnified Party’s lost revenues or lost profits or for any indirect,
special, punitive or consequential damages. This Section 12.04(c) shall not apply with respect to Taxes other than any Taxes
that represent losses, claims, damages, etc. arising from any non-Tax claim.


 


Section 12.05.         Execution
in Counterparts


 


This Agreement may
be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts,
when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute
but one and the same Agreement. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission
shall be effective as delivery of a manually executed counterpart hereof.


 


Section 12.06.         Assignability


 


(a)          Subject
to the conditions set forth in this Section 12.06, each Lender may, with the consent of the Administrative Agent and the
Borrower, assign to an assignee all or a portion of its rights and obligations under this Agreement (including all or a portion
of its Advances Outstanding or interests therein owned by it); provided that such consent shall be deemed to have been granted
by the Borrower if the Borrower shall not have objected in writing within five (5) Business Days of receipt of any such request
for consent; and provided, further, that:


 


(i)          each
of the Borrower’s and the Administrative Agent’s consent to any such assignment (A) shall not be unreasonably withheld
or delayed and (B) shall not be required if the assignee is a Permitted Assignee with respect to such assignor;


 


(ii)         the
Borrower’s consent to any such assignment pursuant to this Section 12.06(a) shall not be required if an Event of Default
shall have occurred (and not been waived by the Lenders in accordance with Section 12.01); and


 


(iii)        notwithstanding
anything herein to the contrary, each Lender may make an assignment to any Person without the consent of the Borrower or the Administrative
Agent if such Lender makes a reasonable determination that its ownership of any of its rights or obligations hereunder is prohibited
by Applicable Law (including, without limitation, the Volcker Rule), provided that each Lender agrees to use commercially
reasonable efforts to make any such assignment to a Person that is not a business development company or any other Person that
is identified by the Borrower in writing to the Administrative Agent and the Lenders on or before the Closing Date as a direct
competitor of the Borrower, the Collateral Manager or any of their Affiliates; provided, however, that no bank or
insurance company shall constitute a competitor for purposes of this Section 12.06(a)(iii).


 






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The parties to each
such assignment shall execute and deliver to the Administrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance
and the applicable tax forms required by Sections 12.03(g) and 12.03(i), together with administrative details for
the applicable assignee (if such assignee is not a current Lender). Notwithstanding any other provision of this Section 12.06,
(x) no assignment shall be made to any natural person and (y) no assignment by any Lender to the Borrower or any of its Affiliates
shall be permitted unless each Lender has been offered the opportunity to participate in any such assignment on a pro rata basis
on the same terms.


 


(b)          The
Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Administrative
Agent and the Lenders.


 


(c)          (i)          Any
Lender may, without the consent of the Borrower, sell participations to Participants in all or a portion of such Lender’s
rights and obligations under this Agreement; provided that (A) such Lender’s obligations under this Agreement shall
remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations,
(C) such Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement, and (D) each Participant shall have agreed to be bound by this
Section 12.06(c), Section 12.06(e), Section 12.09 and Section 12.16. Any agreement pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide
that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Sections 2.09, 2.10,
and 12.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment pursuant to
clause (a) of this Section; provided that (x) such Participant agrees to be subject to the provisions of Sections
2.16 and 12.03(g) as if it were an assignee under clause (a) of this Section and (y) no Participant shall be
entitled to any amount under Section 2.09, 2.10, or 12.03 which is greater than the amount the related Lender
would have been entitled to under any such Sections or provisions if the applicable participation had not occurred.


 


(ii)         In
the event that any Lender sells participations in any portion of its rights and obligations hereunder, such Lender as nonfiduciary
agent for the Borrower shall maintain a register on which it enters the name of all participants in the Advances held by it and
the principal amount (and stated interest thereon) of the portion of the Advance which is the subject of the participation (the
“Participant Register”). An Advance may be participated in whole or in part only by registration of such participation
on the Participant Register (and each Note, if any, shall expressly so provide). The Participant Register shall be available for
inspection by the Borrower to the extent necessary for the Borrower to establish that such commitment, loan or other obligation
is in registered form under Section 5f.103-1 of the United States Treasury Regulations or for the Borrower or any Agent to satisfy
any information reporting requirement with respect to payments made to such Participant. The entries in the Participant Register
shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance
of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 




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(d)          The
Administrative Agent, on behalf of and acting solely for this purpose as the nonfiduciary agent of the Borrower, shall maintain
at its address specified in Section 12.02 or such other address as the Administrative Agent shall designate in writing
to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted
by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the
aggregate outstanding principal amount of the Advances Outstanding maintained by each Lender under this Agreement (and any stated
interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Agents, the Collateral Administrator, the Securities Intermediary and the Lenders shall treat each Person whose name
is recorded in the Register as a Lender and the owner of the amounts owing to it under the Facility Documents, as reflected in
the Register, for all purposes of the Facility Documents. The Register shall be available for inspection by the Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior notice. An Advance (and a Note, if any, evidencing the
same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Note,
if any, shall expressly so provide) and compliance with this Section 12.06.


 


(e)          Notwithstanding
anything to the contrary set forth herein or in any other Facility Document, each Lender hereunder, and each Participant, must
at all times be a “qualified purchaser” as defined in the Investment Company Act (a “Qualified Purchaser”)
and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (a “QIB”).
Each Lender represents to the Borrower, (i) on the date that it becomes a party to this Agreement (whether by being a signatory
hereto or by entering into an Assignment and Acceptance) and (ii) on each date on which it makes an Advance hereunder, that it
is a Qualified Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant any participations in, any of
its Advances to any Person unless such Person is a Qualified Purchaser and a QIB.


 


(f)          Notwithstanding
any other provision of this Section 12.06, any Lender may at any time pledge or grant a security interest in all or any
portion of its rights (including rights to payment of principal and interest) under this Agreement to secure obligations of such
Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the Borrower
or the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or grantee for such Lender as a party hereto.


 


Section 12.07.         Governing
Law


 


THIS AGREEMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER
IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FACILITY DOCUMENT (EXCEPT,
AS TO ANY OTHER FACILITY DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


Section 12.08.         Severability
of Provisions


 


Any provision of this
Agreement or any other Facility Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting
the validity or enforceability of such provision in any other jurisdiction.


 




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Section 12.09.         Confidentiality


 


Each Secured Party
agrees to keep confidential, in accordance with procedures adopted by such Secured Party that are reasonably designed to assure
the protection of confidential information delivered or disclosed to such Secured Party, all information provided to it by the
Borrower or the Collateral Manager with respect to the Borrower, its Affiliates, the Collateral, the Related Documents, the Obligors,
the Collateral Manager or any other information furnished to such Secured Party under or in connection with this Agreement (collectively,
the “Borrower Information”); provided that nothing herein shall prevent any Secured Party from disclosing
any Borrower Information (a) in connection with this Agreement and the other Facility Documents and not for any other purpose,
(i) to any Secured Party or any Affiliate of a Secured Party, or (ii) any of their respective Affiliates, employees, directors,
auditors, agents, attorneys, accountants and other professional advisors (collectively, the “Secured Party Representatives”),
it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Borrower
Information and instructed to keep such Borrower Information confidential, (b) subject to an agreement to comply with the provisions
of this Section and to use the Borrower Information only in connection with this Agreement and the other Facility Documents and
not for any other purpose, to any actual or bone fide prospective permitted assignees and Participants in any of the Secured Parties’
interests under or in connection with this Agreement or any actual or prospective party (or its Secured Party Representatives)
to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations,
this Agreement or payments hereunder, (c) to any Governmental Authority with jurisdiction over any Secured Party or any of its
Affiliates or any Secured Party Representative, (d) in response to any order of any court or other Governmental Authority or as
may otherwise be required to be disclosed pursuant to any Applicable Law (provided that such Secured Party will, to the extent
permitted by law, endeavor to promptly notify the Borrower and the Collateral Manager in advance of such pending disclosure), (e)
that is a matter of general public knowledge or that has heretofore been made available to the public by any Person other than
any Secured Party or any Secured Party Representative, (f) in connection with the exercise of any remedy hereunder or under any
other Facility Document or any action or proceeding relating to this Agreement or any other Facility Document or the enforcement
of rights hereunder or thereunder, (g) to the extent required or requested by any regulatory authority purporting to have jurisdiction
over such Person or its Secured Party Representatives (including any self-regulatory authority, such as the National Association
of Insurance Commissioners), (h) on a confidential basis to (i) any rating agency in connection with rating the Borrower or the
credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and
monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, or (i) with
the consent of the Borrower.


 


Section 12.10.         Merger


 


This Agreement and
the other Facility Documents executed by the Administrative Agent or the Lenders taken as a whole incorporate the entire agreement
between the parties hereto and thereto concerning the subject matter hereof and thereof and this Agreement and such other Facility
Documents supersede any prior agreements among the parties relating to the subject matter thereof.


 


Section 12.11.         Survival


 


All representations
and warranties made hereunder, in the other Facility Documents and in any certificate delivered pursuant hereto or thereto or in
connection herewith or therewith shall survive the execution and delivery of this Agreement and the making of the Advances hereunder.
The agreements in Sections 2.04(e), 2.09, 2.10, 2.12, 12.03, 12.04, 12.09, 12.16, 12.17, 12.19 and this
Section 12.11 shall survive the termination of this Agreement in whole or in part, the Payment in Full of the principal
of and interest on the Advances, any foreclosure under, or modification, release or discharge of, any or all of the Related
Documents and the resignation or replacement of any Agent; provided that the agreements in Section 12.09 shall survive for
a period of one year following the termination of this Agreement.


 




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Section 12.12.         Submission
to Jurisdiction; Waivers; Etc.


 


Each party hereto hereby
irrevocably and unconditionally:


 


(a)          submits
for itself and its property in any legal action or proceeding relating to this Agreement or the other Facility Documents to which
it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction
of the courts of the State of New York in the Borough of Manhattan, the courts of the United States of America for the Southern
District of New York, and the appellate courts of any of them;


 


(b)          consents
that any such action or proceeding may be brought in any court described in Section 12.12(a) and waives to the fullest extent
permitted by Applicable Law any objection that it may now or hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;


 


(c)          agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 12.02 or
at such other address as may be permitted thereunder;


 


(d)          agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law; and


 


(e)          waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding against
any Secured Party arising out of or relating to this Agreement or any other Facility Document any special, exemplary, punitive
or consequential damages.


 






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Section 12.13.         IMPORTANT
WAIVERS


 


(a)      EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER FACILITY DOCUMENT OR
FOR ANY COUNTERCLAIM HEREIN OR THEREIN OR RELATING HERETO OR THERETO, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE EQUITYHOLDER, THE BORROWER, THE COLLATERAL MANAGER, THE AGENTS OR ANY OTHER
AFFECTED PERSON. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS
PROVISION (AND EACH OTHER PROVISION OF EACH OTHER FACILITY DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR ITS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER FACILITY DOCUMENT. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO CLAIM OR RECOVER IN ANY LITIGATION WHATSOEVER INVOLVING ANY INDEMNIFIED
PARTY, ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER OR
ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES, WHETHER SUCH WAIVED DAMAGES ARE BASED ON STATUTE, CONTRACT, TORT,
COMMON LAW OR ANY OTHER LEGAL THEORY, WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN AND REGARDLESS OF THE FORM OF THE
CLAIM OF ACTION; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT THE INDEMNIFICATION OBLIGATIONS OF THE BORROWER, THE
EQUITYHOLDER OR THE COLLATERAL MANAGER PURSUANT TO SECTION 12.04(B), SECTION 12.04(C) OR SECTION
14.06(B), RESPECTIVELY. NO PARTY OR INDEMNIFIED PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED
RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER
INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH ANY FACILITY DOCUMENT OR THE TRANSACTIONS.EACH PARTY CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY OR AN INDEMNIFIED PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY OR AN INDEMNIFIED PARTY WOULD NOT SEEK TO ENFORCE ANY OF THE WAIVERS IN THIS SECTION 12.13 IN THE EVENT OF
LITIGATION OR OTHER CIRCUMSTANCES. THE SCOPE OF SUCH WAIVERS IS INTENDED TO BE ALL–ENCOMPASSING OF ANY AND ALL
DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE FACILITY DOCUMENTS, REGARDLESS OF THEIR
LEGAL THEORY.EACH PARTY ACKNOWLEDGES THAT THE WAIVERS IN THIS SECTION 12.13 ARE A MATERIAL INDUCEMENT TO ENTER INTO A
BUSINESS RELATIONSHIP, THAT SUCH PARTY HAS ALREADY RELIED ON SUCH WAIVERS IN ENTERING INTO THE FACILITY DOCUMENTS, AND THAT
SUCH PARTY WILL CONTINUE TO RELY ON SUCH WAIVERS IN THEIR RELATED FUTURE DEALINGS UNDER THE FACILITY DOCUMENTS. EACH PARTY
FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED SUCH WAIVERS WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS RIGHT TO A JURY TRIAL AND OTHER RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.THE WAIVERS IN THIS SECTION
12.13 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND SHALL APPLY TO ANY
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO ANY OF THE FACILITY DOCUMENTS. IN THE EVENT OF LITIGATION, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
THE COURT.(f)          THE PROVISIONS OF THIS SECTION 12.13 SHALL
SURVIVE TERMINATION OF THE FACILITY DOCUMENTS AND THE INDEFEASIBLE PAYMENT IN FULL OF THE OBLIGATIONS.


 


Section 12.14.         PATRIOT
Act Notice


 


Each Agent and Lender
hereby notifies the Borrower that, pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name and address of the Borrower and other information
that will allow such Agent or Lender to identify the Borrower in accordance with the PATRIOT Act. The Borrower shall provide, to
the extent commercially reasonable, such information and take such actions as are reasonably requested by any Lender or Agent in
order to assist such Lender or Agent, as applicable, in maintaining compliance with the PATRIOT Act.


 


Section 12.15.         Legal
Holidays


 


In the event that the
date of prepayment of Advances or the Final Maturity Date shall not be a Business Day, then notwithstanding any other provision
of this Agreement or any other Facility Document, payment need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the nominal date of any such date of prepayment or Final Maturity Date,
as the case may be, and interest shall accrue on such payment for the period from and after any such nominal date to but excluding
such next succeeding Business Day.


 






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Section 12.16.         Non-Petition


 


Each of the Collateral
Manager and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage any other Person in
instituting against, the Borrower any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation
proceeding or other proceeding under federal or state bankruptcy or similar laws until at least one year and one day, or, if longer,
the applicable preference period then in effect plus one day, after the Payment in Full of all outstanding Obligations; provided
that nothing in this Section 12.16 shall preclude, or be deemed to prevent, any Secured Party (a) from taking any action
prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then
in effect, in (i) any case or proceeding voluntarily filed or commenced by the Borrower or (ii) any involuntary insolvency
proceeding filed or commenced against the Borrower by a Person other than any such Secured Party, or (b) from commencing against
the Borrower or any properties of the Borrower any legal action which is not a bankruptcy, reorganization, receivership, arrangement,
insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws.


 


Section 12.17.         Waiver
of Setoff


 


Each of the Borrower,
the Collateral Manager and the Equityholder hereby waives any right of setoff it may have or to which it may be entitled under
this Agreement or any Applicable Law from time to time against the Administrative Agent, any Lender or its respective assets.


 


Section 12.18.         Option
to Acquire Rating


 


Each party hereto hereby
acknowledges and agrees that the Administrative Agent (at the expense of the Lender or Lenders requesting such rating) may, at
any time and in its sole discretion, obtain a public rating for the loan facility evidenced by this Agreement. The Borrower and
the Collateral Manager hereby agree to use commercially reasonable efforts, at the request of the Administrative Agent, to cooperate
with the acquisition and maintenance of any such rating.


 


Section
12.19.         Acknowledgment and Consent to Bail-In of EEA Financial Institutions


 


(a)          Notwithstanding
anything to the contrary in any Facility Document or in any other agreement, arrangement or understanding among any such parties,
each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Facility
Document, except to the extent such liability is excluded under the Bail-In Legislation from the scope of any Bail-In Action, may
be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:


 


(i)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any Lender that is an EEA Financial Institution; and


 


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


 


(A)         a
reduction in full or in part or cancellation of any such liability (including without limitation a reduction in any accrued or
unpaid interest in respect of such liability);


 






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


 


(C)         the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority


 


ARTICLE
XIII


 


CUSTODIAN


 


Section 13.01.         Appointment
of Custodian


 


(a)          Appointment
and Acceptance. The Borrower and the Agents each hereby appoints the Custodian as document custodian of the Loan Files delivered
to it for all Collateral Loans owned by the Borrower at any time during the term of this Agreement, on the terms and conditions
set forth in this Agreement (which shall include any addendum hereto which is hereby incorporated herein and made a part of this
Agreement), and the Custodian hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement
with respect to it, subject to and in accordance with the provisions hereof.


 


(b)          Instructions.
The Borrower agrees that it shall from time to time provide, or cause to be provided, to the Custodian all necessary instructions
and information, and shall respond promptly to all inquiries and requests of the Custodian as may reasonably be necessary to enable
the Custodian to perform its duties hereunder.


 


(c)          Collateral
Agent. The Custodian shall take and retain custody of the Loan Files delivered by the Borrower hereunder in accordance with
the terms and conditions of this Agreement, all for the benefit of the Collateral Agent and the other Secured Parties, in order
to perfect under the UCC the Collateral Agent’s security interest therein for the benefit of the Secured Parties. In taking
and retaining custody of the Loan Files, the Custodian shall be deemed to be acting as the agent of Collateral Agent for the benefit
of the Secured Parties; provided that the Custodian makes (a) no warranty or representation and shall have no responsibility
for the enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Collateral
Loans and (b) no representation as to the existence, perfection or priority of any lien on the Collateral Loans or the Required
Loan Documents. It is expressly agreed and acknowledged that the Custodian is not guaranteeing performance of or assuming any liability
for the obligations of the other parties hereto or any parties to the Collateral Loans.


 


Section 13.02.         Duties
of Custodian


 


(a)          Segregation.
All Loan Files held by the Custodian for the account of the Borrower hereunder shall be (a) subject to the lien of the Collateral
Agent on behalf of the Secured Parties, (b) physically segregated from other loans and non-cash property in the possession of the
Custodian and (c) identified by the Custodian as subject to this Agreement.


 


(b)          Register.
The Custodian shall maintain a register (in book-entry form or in such other form as it shall deem necessary or desirable) of the
Collateral Loans for which it holds Loan Files under this Agreement containing such information as the Borrower and the Custodian
may reasonably agree; provided that, with respect to such Collateral Loans, all Loan Files shall be held in safekeeping
by the Custodian, individually segregated from the securities and investments of any other Person and marked so as to clearly identify
such Loan Files as the property of the Borrower as set forth in this Agreement.


 






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Section 13.03.         Delivery
of Collateral Loans to Custodian.


 


(a)          The
Collateral Manager (on behalf of the Borrower) shall deliver, or cause to be delivered (which may be via email, except for the
original promissory note, if any) promptly (and in any event within five (5) Business Days of receipt) to the Custodian all of
the Loan Files for each Collateral Loan owned by the Borrower at any time during the term of this Agreement at the address identified
herein. The Custodian shall not be responsible for any Collateral Loan or related Loan File until actually received by it. In connection
with each delivery of a Loan File to the Custodian, the Collateral Manager shall represent and warrant that the Loan Files delivered
to the Custodian include all of the documents listed in the related Document Checklist and all of such documents and the information
contained in any Trade Confirmation are complete in all material respects.


 


(b)          Notwithstanding
anything herein to the contrary, delivery of the Collateral Loans acquired by the Borrower which constitute Noteless Loans or which
are otherwise not evidenced by a “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47)
of the UCC, respectively, shall be made by delivery to the Custodian of a copy of the loan register with respect to such Noteless
Loan evidencing registration of such Collateral Loan on the books and records of the applicable Obligor or bank agent to the name
of the Borrower (or its nominee) or a copy (which may be a facsimile copy) of an assignment agreement in favor of the Borrower
as assignee. Any duty on the part of the Custodian with respect to the custody of such Collateral Loans shall be limited to the
exercise of reasonable care by the Custodian in the physical custody of the related Loan Files delivered to it.


 


(c)          The
Custodian may assume the genuineness of any document in a Loan File it may receive and the genuineness and due authority of any
signatures appearing thereon, and shall be entitled to assume that each document it may receive is what it purports to be. If an
original “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47) of the UCC, respectively,
is or shall be or become available with respect to any Collateral Loan to be held by the Custodian under this Agreement, it shall
be the sole responsibility of the Borrower to make or cause delivery thereof to the Custodian, and the Custodian shall not be under
any obligation at any time to determine whether any such original “security” or “instrument” has been or
is required to be issued or made available in respect of any Collateral Loan or to compel or cause delivery thereof to the Custodian.


 


Section 13.04.         Release
of Documents/Control By Agents.


 


(a)          The
Custodian shall release and ship for delivery, or direct its agents or sub-custodians to release and ship for delivery, as the
case may be, Loan Files of the Borrower held by the Custodian, its agents or its sub-custodians from time to time upon receipt
of Proper Instructions (specifying, among other things, the Collateral Loans and Loan Files to be released and delivery instructions
and other information as may be necessary to enable the Custodian to release and ship such Loan Files), which may be standing instructions
(in a form acceptable to the Custodian) in accordance with this Agreement.


 


(b)          Upon
receipt by the Custodian from the Administrative Agent or the Collateral Agent, of written notice of the occurrence of an Event
of Default indicating the Administrative Agent’s intent to prohibit the Custodian from accepting instructions from or on
behalf of the Borrower (each such notice, a “Block Notice”), the Custodian shall no longer accept or act upon
Proper Instructions or other instructions from the Borrower (or the Collateral Manager on its behalf) hereunder with respect to
the Collateral Loans or the Loan Files. From and after its receipt of a Block Notice, the Custodian shall only comply with Proper
Instructions from the Collateral Agent or Administrative Agent.


 






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Section 13.05.         Records.


 


The Custodian shall
create and maintain complete and accurate records relating to its activities under this Agreement with respect to the Collateral
Loans or other property of the Borrower held for the benefit of the Collateral Agent and the other Secured Parties under this Agreement.
All such records shall be the property of the Borrower and, upon reasonable advance notice, shall at all times during the regular
business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Borrower, the Collateral
Agent and the Administrative Agent.


 


Section 13.06.         Reporting


 


(a)          If
requested by the Borrower, the Collateral Agent or the Administrative Agent, the Custodian shall render an itemized report of the
Loan Files held pursuant to this Agreement as of the end of each month and such other matters as the parties may agree from time
to time in form and substance reasonably satisfactory to the Collateral Agent and the Administrative Agent.


 


(b)          The
Custodian shall have no duty or obligation to undertake any market valuation of the Collateral Loans under any circumstance.


 


Section 13.07.         Certain
General Terms


 


(a)          No
Duty to Examine Underlying Instruments. Nothing herein shall obligate the Custodian to review or examine the terms of any underlying
instrument, certificate, credit agreement, indenture, loan agreement, promissory note or any other document contained in the Loan
Files evidencing or governing any Collateral Loan to determine the validity, sufficiency, marketability or enforceability of any
Collateral Loan (and shall have no responsibility for the genuineness or completeness thereof) or otherwise.


 


(b)          Resolution
of Discrepancies. In the event of any discrepancy between the information set forth in any report provided by the Custodian
to the Borrower and any information contained in the books or records of the Borrower, the Borrower (or the Collateral Manager,
on behalf of the Borrower) shall promptly notify the Custodian thereof and the parties shall cooperate to diligently resolve the
discrepancy.


 


(c)          Improper
Instructions. Notwithstanding anything herein to the contrary, the Custodian shall not be obligated to take any action (or
forebear from taking any action), which it reasonably determines to be contrary to the terms of this Agreement or Applicable Law.
In no instance shall the Custodian be obligated to provide services on any day that is not a Business Day.


 


(d)          Proper
Instructions.


 


(i)          Each
of the Collateral Agent, Administrative Agent, the Collateral Manager and the Borrower will give a notice to the Custodian, in
a form acceptable to the Custodian, specifying the names and specimen signatures of Persons authorized to give Proper Instructions
(collectively, “Authorized Persons” and each, an “Authorized Person”) which notice shall
be signed by an Authorized Person set forth on Schedule 7 or otherwise previously certified to the Custodian. The Custodian
shall be entitled to rely upon the identity and authority of such Persons until it receives written notice from an Authorized Person
of the Borrower, the Administrative Agent, the Collateral Manager or the Collateral Agent, as applicable, to the contrary. The
initial Authorized Persons are set forth on Schedule 7 attached hereto and made a part hereof (as such Schedule 7
may be modified from time to time by written notice from the Borrower, the Administrative Agent, the Collateral Manager or the
Collateral Agent, as applicable, to the Custodian); and


 






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(ii)         The
Custodian shall have no responsibility or liability to the Borrower (or any other Person) and shall be indemnified and held harmless
by the Borrower in the event that a subsequent written confirmation of an oral instruction fails to conform to the oral instructions
received by the Custodian. The Custodian shall not have an obligation to act in accordance with purported instructions to the extent
that they conflict with Applicable Law or regulations. The Custodian shall not be liable for any loss resulting from a delay while
it obtains clarification of any Proper Instruction.


 


(e)          Actions
Permitted Without Express Authority. The Custodian may, at its discretion, without express authority from the Borrower, the
Collateral Agent or any other Person, attend to all nondiscretionary details in connection with the sale, exchange, substitution,
purchase, transfer and other dealings with the Collateral Loans.


 


(f)          Evidence
of Authority. The Custodian shall be protected in acting upon any instruction, notice, request, consent, certificate instrument
or paper reasonably believed by it to be genuine and to have been properly executed or otherwise given by or on behalf of the Borrower,
the Collateral Agent or Administrative Agent, as applicable, by an Authorized Person thereof. The Custodian may receive and accept
a certificate signed by any Authorized Person as conclusive evidence of:


 


(i)          the
authority of any Person to act in accordance with such certificate; or


 


(ii)         any
determination or of any action by such Person as described in such certificate,


 


and such certificate may be considered as in full
force and effect until receipt by the Custodian of written notice to the contrary from an Authorized Person of the Borrower, the
Collateral Agent or Administrative Agent, as applicable.


 


(g)          Receipt
of Communications. Any communication received by the Custodian on a day which is not a Business Day or after 3:30 p.m. (or
such other time as is agreed by the Borrower and the Custodian from time to time) on a Business Day will be deemed to have been
received on the next Business Day; provided that in the case of communications so received after 3:30 p.m. on a Business
Day the Custodian will use its commercially reasonable efforts to process such communications as soon as possible after receipt.


 


(h)          In
the event that (i) the Borrower, the Administrative Agent, the Collateral Manager, the Custodian or the Collateral Agent shall
be served by a third party with any type of levy, attachment, writ or court order with respect to any Loan File or a document included
within a Loan File or (ii) a third party shall institute any court proceeding by which any Loan File or a document included within
a Loan File shall be required to be delivered other than in accordance with the provisions of this Agreement, the party receiving
such service shall promptly deliver or cause to be delivered to the other parties to this Agreement (to the extent not prohibited
by Applicable Law) copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian
shall, to the extent permitted by law, continue to hold and maintain all the Loan Files that are the subject of such proceedings
pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final
determination of such court, the Custodian shall dispose of such Loan File or a document included within such Loan File as directed
by the Administrative Agent, which shall give a direction consistent with such determination. Expenses of the Custodian incurred
as a result of such proceedings shall be borne by the Borrower.


 






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Section 13.08.         Compensation
of Custodian


 


(a)          Fees.
The Custodian shall be entitled to compensation for its services in accordance with the terms of the Collateral Agent Fee Letter.


 


(b)          Expenses.
The Borrower agrees to pay or reimburse to the Custodian upon its request from time to time all reasonable and documented costs,
disbursements, advances, and expenses (including reasonable fees and expenses of legal counsel) incurred in connection with the
preparation or execution of this Agreement, or in connection with the transactions contemplated hereby or the administration of
this Agreement or performance by the Custodian of its duties and services under this Agreement (including costs and expenses of
any action deemed necessary by the Custodian to collect any amounts owing to it under this Agreement).


 


(c)          Priority
of Payments. Amounts owing to the Custodian hereunder shall be payable in accordance with the Priority of Payments.


 


Section 13.09.         Responsibility
of Custodian


 


(a)          General
Duties. The Custodian shall have no duties, obligations or responsibilities under this Agreement or with respect to the Collateral
Loans, except for such duties as are expressly and specifically set forth in this Agreement, and the duties and obligations of
the Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities
shall be read into this Agreement against, or on the part of, the Custodian.


 


(b)          Instructions.


 


(i)          The
Custodian shall be entitled to refrain from taking any action unless it has such instruction (in the form of Proper Instructions)
from the Borrower (or the Collateral Manager on the Borrower’s behalf), the Administrative Agent or the Collateral Agent,
as applicable, as it reasonably deems necessary, and shall be entitled to require, upon notice to the Borrower, the Administrative
Agent or the Collateral Agent, as applicable, that Proper Instructions to it be in writing. The Custodian shall have no liability
for any action (or forbearance from action) taken pursuant to any Proper Instruction of the Borrower, the Administrative Agent
or the Collateral Agent, as applicable.


 


(ii)         Whenever
the Custodian is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by
this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and
otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to
be produced or distributed by the Custodian it shall be in form, content and medium reasonably acceptable to it and the Borrower,
and otherwise in accordance with any applicable term of this Agreement.


 


(iii)        In
case any reasonable question arises as to its duties hereunder, the Custodian may, prior to the occurrence of an Event of Default,
request instructions from the Collateral Manager and may, after the occurrence of an Event of Default, 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 Collateral Manager or the Administrative Agent, as applicable. The 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.


 






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(c)          General
Standards of Care. Notwithstanding any terms herein contained to the contrary, the acceptance by the Custodian of its appointment
hereunder is expressly subject to the following terms, which shall govern and apply to each of the terms and provisions of this
Agreement (whether or not so stated therein):


 


(i)          The
Custodian may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, statement,
certificate, request, waiver, consent, opinion, report, receipt or other paper or document furnished to it (including any of the
foregoing provided to it by telecopier or electronic means), not only as to its due execution and validity, but also as to the
truth and accuracy of any information therein contained, which it in good faith believes to be genuine and signed or presented
by the proper person (which in the case of any instruction from or on behalf of the Borrower shall be an Authorized Person); and
the Custodian shall be entitled to presume the genuineness and due authority of any signature appearing thereon. The Custodian
shall not be bound to make any independent investigation into the facts or matters stated in any such notice, instruction, statement,
certificate, request, waiver, consent, opinion, report, receipt or other paper or document; provided that if the form thereof
is specifically prescribed by the terms of this Agreement, the Custodian shall examine the same to determine whether it substantially
conforms on its face to such requirements hereof.


 


(ii)         Neither
the Custodian nor any of its directors, officers or employees shall be liable to anyone for any error of judgment, or for any act
done or step taken or omitted to be taken by it (or any of its directors, officers of employees), or for any mistake of fact or
law, or for anything which it may do or refrain from doing in connection herewith, unless such action constitutes gross negligence
or willful misconduct on its part and in breach of the terms of this Agreement. The Custodian shall not be liable for any action
taken by it in good faith and reasonably believed by it to be within powers conferred upon it, or taken by it pursuant to any direction
or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction
required hereby for such action.


 


(iii)        In
no event shall the Custodian be liable for any indirect, special, punitive or consequential damages (including lost profits) whether
or not it has been advised of the likelihood of such damages.


 


(iv)        The
Custodian may consult with, and obtain advice from, legal counsel selected in good faith with respect to any question as to any
of the provisions hereof or its duties hereunder, or any matter relating hereto, and the written opinion or advice of such counsel
shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Custodian in
good faith in accordance with the opinion and directions of such counsel; the reasonable cost of such services shall be reimbursed
pursuant to Section 13.08(b) and (c) above.


 


(v)         The
Custodian shall not be deemed to have notice of any fact, claim or demand with respect hereto unless actually known by an officer
charged with responsibility for administering this Agreement or unless (and then only to the extent) received in writing by the
Custodian and specifically referencing this Agreement.


 






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(vi)        No
provision of this Agreement shall require the Custodian to expend or risk its own funds, or to take any action (or forbear from
action) hereunder which might in its judgment involve any expense or any financial or other liability unless it shall be furnished
with acceptable indemnification. Nothing herein shall obligate the Custodian to commence, prosecute or defend legal proceedings
in any instance, whether on behalf of the Borrower or on its own behalf or otherwise, with respect to any matter arising hereunder,
or relating to this Agreement or the services contemplated hereby.


 


(vii)       The
permissive right of the Custodian to take any action hereunder shall not be construed as a duty.


 


(viii)      The
Custodian may act or exercise its duties or powers hereunder through agents or attorneys, and the Custodian shall not be liable
or responsible for the actions or omissions of any such agent or attorney appointed and maintained with reasonable due care.


 


(ix)         The
Custodian shall not be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such
acts shall include acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact,
fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.


 


(x)          All
indemnifications contained in this Agreement in favor of the Custodian shall survive the termination of this Agreement.


 


(xi)         Each
of the protections, reliances, indemnities and immunities offered to the Collateral Agent in Article XI shall be afforded to the
Custodian.


 


(d)          Indemnification;
Collateral Agent’s Lien.


 


(i)          The
Borrower shall and does hereby indemnify and hold harmless the Custodian for and from any and all costs and expenses (including
reasonable attorney’s fees and expenses), and any and all losses, damages, claims and liabilities (collectively, “Losses”),
that may arise, be brought against or incurred by the Custodian, as a result of, relating to, or arising out of this Agreement,
or the administration or performance of the Custodian’s duties hereunder, or the relationship between the Borrower and the
Custodian created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the
Custodian’s own actions constituting gross negligence or willful misconduct. Without limiting the foregoing, after the receipt
of a Block Notice, the parties hereto agree that the Lenders shall indemnify and hold harmless the Custodian and its directors,
officers, employees and agents from and against any and all Losses incurred as a result of the Custodian’s compliance with
the Collateral Agent’s or Administrative Agent’s (each acting at the direction of the Lenders) direction or instruction
in connection with this Agreement (except to the extent due to the Custodian’s willful misconduct or gross negligence) solely
to the extent that such Losses shall not have been reimbursed by the Borrower.


 


(ii)         Each
of the Borrower, the Collateral Agent and the Custodian hereby agrees that the Loan Files in respect of the Collateral Loans are
being held by the Custodian hereunder to perfect the lien of the Collateral Agent, on behalf of the Secured Parties, in the Collateral
Loans in accordance with this Agreement.


 






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(e)          In
the event that (a) the Borrower, the Collateral Agent, the Collateral Manager, the Administrative Agent, the Lenders or the
Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Loan File
or a document included within a Loan File or (b) a third party shall institute any court proceeding by which any Loan File
or a document included within a Loan File shall be required to be delivered otherwise than in accordance with the provisions of
this Agreement, the party receiving such service shall promptly deliver, or cause to be delivered, to the other parties to this
Agreement and the Administrative Agent copies of all court papers, orders, documents and other materials concerning such proceedings.
The Custodian shall, to the extent permitted by Law, continue to hold and maintain all the Loan Files that are the subject of such
proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof.
Upon final determination of such court, the Custodian shall dispose of such Loan File or any document included within such Loan
File as directed by the Collateral Agent or the Administrative Agent, which shall give a direction consistent with such determination.
Expenses of the Custodian incurred as a result of such proceedings shall be borne by the Borrower and paid as an Administrative
Expense.


 


(f)          Payment
of Fees, Etc. Upon termination of this Agreement or resignation of the Custodian, the Borrower shall pay to the Custodian such
compensation, and shall likewise reimburse the Custodian for its reasonable and documented costs, expenses and disbursements, as
may be due as of the date of such termination or resignation (or removal, as the case may be) all in accordance with the Priority
of Payments. All indemnifications in favor of the Custodian under this Agreement shall survive the termination of this Agreement,
or any resignation or removal of the Custodian.


 


(g)          Final
Report. In the event of any resignation or removal of the Custodian, the Custodian shall provide to the Borrower a complete
final report or data file transfer of any confidential information as of the date of such resignation or removal.


 


(h)          Representations
of the Custodian. The Custodian hereby represents and warrants to the Borrower that:


 


(i)          it
has the power and authority to enter into and perform its obligations under this Agreement; and


 


(ii)         it
has duly authorized and executed this Agreement so as to constitute its valid and binding obligations.


 


Section 13.10.         Resignation
and Removal; Appointment of Successor.


 


(a)          The
Custodian may, at any time, resign under this Agreement by giving not less than thirty (30) days advance written notice thereof
to the Borrower, the Collateral Manager, the Collateral Agent and the Administrative Agent.





 


(b)          Notwithstanding
anything to the contrary contained in this Agreement, no resignation or removal of the Custodian and no appointment of a successor
Custodian pursuant to this Article XIII shall become effective until the acceptance of such appointment by the successor
Custodian under Section 13.10(g) and the assumption by such successor Custodian of the duties and obligations of the Custodian
hereunder.


 


(c)          The
Custodian may be removed at any time by the Administrative Agent (i) upon thirty (30) days’ notice (with the prior written
consent of the Collateral Manager) or (ii) at any time if (A) a Default or an Event of Default shall have occurred and be
continuing, or (B) the Custodian shall become incapable of acting or shall become the subject of an Insolvency Event. Notice
of any such removal shall be sent by the Administrative Agent to the Custodian, the Borrower, the Lenders and the Collateral Manager.


 






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(d)          If
the Custodian shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Custodian
for any reason (other than resignation with no replacement within 90 days), the Borrower shall, promptly after becoming aware of
such resignation, removal, incapacity or vacancy, appoint a successor collateral custodian by written instrument, executed by a
Responsible Officer of the Borrower, one copy of which shall be delivered to the retiring Custodian and one copy to the successor
Custodian, together with a copy to the Administrative Agent and the Lenders; provided that such successor Custodian shall
be appointed only upon the prior written consent of the Administrative Agent and, prior to the occurrence of a Default or an Event
of Default, the Collateral Manager (in each case which consent shall not be unreasonably withheld, conditioned or delayed). In
the case of a resignation by the Custodian, if no successor Custodian shall have been appointed and an instrument of acceptance
by a successor Custodian shall not have been delivered to the resigning Custodian and the Administrative Agent within 90 days after
the giving of such notice of resignation, the Administrative Agent may appoint a successor Custodian or the resigning Custodian
may petition any court of competent jurisdiction to appoint a successor Custodian.


 


(e)          Upon
termination of this Agreement or resignation of the Custodian, the Borrower shall pay to the Custodian such compensation, and shall
likewise reimburse the Custodian for its reasonable and documented costs, expenses and disbursements, as may be due as of the date
of such termination or resignation (or removal, as the case may be) all in accordance with the Priority of Payments. All indemnifications
in favor of the Custodian under this Agreement shall survive the termination of this Agreement, or any resignation or removal of
the Custodian.


 


(f)          In
the event of any resignation or removal of the Custodian, the Custodian (at the expense of the Borrower) shall provide to the Borrower
a complete final report or data file transfer of any confidential information as of the date of such resignation or removal.


 


(g)          Each
successor Custodian appointed hereunder shall execute, acknowledge and deliver to the Borrower, the Collateral Manager, the Administrative
Agent, the Lenders and the retiring Custodian an instrument accepting such appointment. Upon delivery of the required instruments,
the resignation or removal of the retiring Custodian shall become effective and such successor Custodian, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of the retiring Custodian;
but, on request of the Borrower, the Collateral Manager, the Administrative Agent or the successor Custodian, such retiring Custodian
shall (i) execute and deliver an instrument transferring to such successor Custodian all the rights, powers and trusts of the retiring
Custodian and (ii) execute and deliver such further documents and instruments and take such further action as may be reasonably
requested in order to effect the transfer of the rights, powers, duties and obligations of the Custodian hereunder. Upon request
of any such successor Custodian, the Borrower shall execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Custodian all such rights, powers and trusts.


 


ARTICLE
XIV


 


COLLATERAL
MANAGEMENT


 


Section 14.01.         Designation
of the Collateral Manager


 


(a)          Initial
Collateral Manager. The servicing, administering and collection of the Collateral shall be conducted by the Person designated
as the Collateral Manager hereunder in accordance with this Section 14.01. Oxford Square Capital Corp. is hereby appointed
as, and hereby accepts such appointment and agrees to perform the duties and responsibilities, of Collateral Manager pursuant to
the terms hereof.


 






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(b)          Subcontracts.
The Collateral Manager may, with the prior written consent of the Administrative Agent, subcontract with any other Person for servicing,
administering or collecting the Collateral; provided that (i) the Collateral Manager shall select any such Person with reasonable
care and shall be solely responsible for the fees and expenses payable to such Person, (ii) the Collateral Manager shall not be
relieved of, and shall remain liable for, the performance of the duties and obligations of the Collateral Manager pursuant to the
terms hereof without regard to any subcontracting arrangement and (iii) any such subcontract shall be subject to the provisions
hereof.


 


Section 14.02.         Duties
of the Collateral Manager


 


(a)          Duties.
The Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer
and collect on the Collateral from time to time, all in accordance with Applicable Law and the Collateral Management Standard,
in good faith and with reasonable care using a degree of skill and care no less than that exercised by institutional managers of
national standing relating to assets of the nature and character of the Collateral Loans; provided that to the extent not inconsistent
with the foregoing, the Collateral Manager shall, in performing its duties under this Agreement and the other Facility Documents,
follow its customary standards, policies and procedures and exercise a degree of skill and attention no less than that which it
exercises with respect to comparable assets that it manages for itself and for other clients having similar investment objectives
and restrictions. Without limiting the foregoing, the duties of the Collateral Manager shall include the following:


 


(i)          directing
the acquisition, sale or substitution of Collateral in accordance with Article X;


 


(ii)         supervising
the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting
rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;


 


(iii)        preparing
and submitting claims to Obligors on each Collateral Loan;


 


(iv)        maintaining
appropriate books of account and servicing records with respect to the Collateral (including copies of the Related Documents) reasonably
necessary or advisable for the services to be performed hereunder;


 


(v)         promptly
delivering to the Administrative Agent or the Collateral Agent, from time to time, such information and servicing records (including
information relating to its performance under this Agreement) as the Administrative Agent or the Collateral Agent may from time
to time reasonably request;


 


(vi)        notifying
the Administrative Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that
is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual
knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;


 


(vii)       maintaining
the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;


 


(viii)      maintaining
and causing to be maintained in the possession of the Custodian for the benefit of the Lender(s) the Loan Files for the Collateral
Loans;


 






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(ix)         instructing
the Obligors or, if applicable, the administrative agents on the Collateral Loans to make payments directly into the Collection
Account; and


 


(x)          complying
with such other duties and responsibilities as required of the Collateral Manager by this Agreement.


 


It is acknowledged
and agreed that the Borrower possesses only such rights with respect to the enforcement of rights and remedies with respect to
the Collateral Loans and the underlying assets securing such Collateral Loans under the Related Documents as have been transferred
to the Borrower with respect to the related Collateral Loan, and therefore, for all purposes under this Agreement, the Collateral
Manager shall perform its administrative and management duties hereunder only to the extent that, as a lender under the Related
Documents, the Borrower has the right to do so.


 


(b)          The
Administrative Agent, each Lender, the Collateral Agent and the other Secured Parties shall not have any obligation or liability
with respect to any Collateral, nor shall any of them be obligated to perform any of the obligations of the Collateral Manager
hereunder.


 


Section 14.03.         Authorization
of the Collateral Manager


 


The Borrower hereby
authorizes the Collateral Manager to take any and all reasonable steps in its name and on its behalf necessary or desirable in
the determination of the Collateral Manager and not inconsistent with the pledge of the Collateral by the Borrower to the Collateral
Agent, on behalf of the Secured Parties hereunder, to collect all amounts due under any and all Collateral, including endorsing
its name on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction
or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Collateral
and, after the delinquency of any Collateral and to the extent permitted under and in compliance with Applicable Law, to commence
proceedings with respect to enforcing payment thereof, to the same extent as the Collateral Manager could have done if
it owned such Collateral. The Borrower shall furnish the Collateral Manager (and any successors thereto) with any powers of attorney
and other documents necessary or appropriate to enable the Collateral Manager to carry out its collateral management duties hereunder,
and shall cooperate with the Collateral Manager to the fullest extent in order to ensure the collectability of the Collateral.
In no event shall the Collateral Manager be entitled to make the Collateral Agent, the Administrative Agent, any Lender or any
other Secured Party a party to any litigation without such party’s express prior written consent, or to make the Borrower
a party to any litigation (other than any foreclosure or similar collection procedure) without the Administrative Agent’s
consent. Following the occurrence of an Event of Default (unless otherwise waived by the Lenders in accordance with Section
12.01), the Administrative Agent (acting in its sole discretion or at the direction of the Required Lenders) may provide notice
to the Collateral Manager (with a copy to the Collateral Agent) that the Secured Parties are exercising their control rights with
respect to the Collateral in accordance with Section 6.02(b).


 


Section 14.04.         Realization
Upon Defaulted Collateral Loans


 


The Collateral Manager
will use reasonable efforts consistent with the Collateral Management Standard, this Agreement and the Related Documents to exercise
(on behalf of the Borrower) available remedies (which may include liquidating, foreclosing upon or repossessing, as applicable,
or otherwise comparably converting the ownership of any related property) with respect to any Defaulted Collateral Loan. The Collateral
Manager will comply with the Collateral Management Standard, this Agreement, the Related Documents and Applicable Law in realizing
upon such related property, and employ practices and procedures, including reasonable efforts, consistent with the Collateral Management
Standard, this Agreement and the Related Documents, to enforce all obligations of Obligors. The Collateral Manager will remit to
the Collection Account the recoveries received in connection with the sale or disposition of related property relating to any Defaulted
Collateral Loan hereunder.


 






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Section 14.05.         Compensation


 


As compensation for
its administrative and management activities hereunder, the Collateral Manager or its designee shall be entitled to receive the
Collateral Management Fee pursuant to the Priority of Payments.


 


The Collateral Manager
may, in its sole discretion, elect to irrevocably waive payment of any or all of any Collateral Management Fee otherwise due on
any Payment Date by notice to the Borrower, the Collateral Administrator and the Collateral Agent no later than the Determination
Date immediately prior to such Payment Date. Any such Collateral Management Fee, once waived, shall not thereafter become due and
payable and any claim of the Collateral Manager therein shall be extinguished.


 


The Collateral Manager
may, in its sole discretion, elect to defer payment of all or a portion of the Collateral Management Fee on any Payment Date by
providing written notice to the Collateral Agent of such election no later than the Determination Date immediately prior to such
Payment Date. The Collateral Manager may elect to receive payment of all or any portion of the deferred Collateral Management Fee
on any Payment Date to the extent of funds available to pay such amounts in accordance with the Priority of Payments by providing
notice to the Collateral Agent and the Administrative Agent of such election and the amount of such fees to be paid on or before
three (3) Business Days preceding such Payment Date.


 


If and to the extent
that there are insufficient funds to pay any Collateral Management Fee in full on any Payment Date or if any Collateral Management
Fee has accrued but is not yet due and payable, the amount due or accrued and unpaid will be deferred and will be payable on such
later Payment Date on which funds are available in accordance with the Priority of Payments.


 


Section 14.06.         Expense
Reimbursement; Indemnification


 


(a)          The
Collateral Manager shall be responsible for the ordinary expenses incurred by it in the performance of its obligations under this
Agreement; provided, however, that any extraordinary expenses incurred by the Collateral Manager in the performance of such obligations
(including, but not limited to, (i) any reasonable expenses incurred by it (whether for its own account or advanced by the Collateral
Manager on behalf of the Borrower) to employ outside lawyers, consultants or other advisors reasonably necessary in connection
with the evaluation, transfer, acquisition, disposition, retention, workout or restructuring of any Collateral Loan (or other asset
held by the Borrower) or any reasonable expenses incurred by it in connection with obtaining advice from counsel with respect to
its obligations under this Agreement and (ii) any other reasonable out-of-pocket fees and expenses incurred in connection with
the evaluation, transfer, acquisition, disposition, retention, workout or restructuring of any Collateral Loan (or other asset
held by the Borrower) (including, without limitation, travel and due diligence expenses and the Borrower’s pro rata share
of software and services costs for record keeping and fund administration)) shall be reimbursed by the Borrower. To the extent
that such expenses are incurred in connection with obligations that are also held by any Affiliate of the Borrower or any other
account managed by the Collateral Manager, the Collateral Manager shall allocate the expenses among the accounts in a fair and
equitable manner. Any amounts payable pursuant to this Section 14.06 shall constitute “Administrative Expenses”
hereunder and shall be reimbursed by the Borrower to the extent funds are available therefor in accordance with the Priority of
Payments. Other than as stated above, the Borrower shall bear, and shall pay directly in accordance with this Agreement, all costs
and expenses incurred by it in connection with its organization, operation or liquidation.


 






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(b)          The
Collateral Manager agrees to indemnify and hold harmless each Indemnified Party from and against any and all Liabilities that may
be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with any acts
or omissions of the Collateral Manager in connection with this Agreement, any other Facility Document, any Related Document or
any transaction contemplated hereby or thereby (and regardless of whether or not (x) any such transactions are consummated or (y)
arising out of a suit, claim or other action brought by the Borrower, the Collateral Manager or the Equityholder), including any
such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) any
breach of any covenant by the Collateral Manager contained in any Facility Document; (ii) any representation or warranty made or
deemed made by the Collateral Manager contained in any Facility Document or in any certificate, statement or report delivered in
connection therewith is, or is alleged to be, false or misleading in any material respect; (iii) any failure by the Collateral
Manager to comply with any Applicable Law or contractual obligation binding upon it; (iv) any action or omission, not expressly
authorized by the Facility Documents, by the Collateral Manager which has the effect of impairing the validity or enforceability
of the Collateral or the rights of the Agents or the other Secured Parties with respect thereto; (v) the commingling by the Collateral
Manager of Collections on the Collateral at any time with other funds; (vi) the failure of the Collateral Manager or any of its
agents or representatives to remit to the Collection Account, within two (2) Business Days of receipt, Collections on the Collateral
Loans remitted to the Collateral Manager or any such agent or representative as provided in this Agreement; and (vii) the treatment
or representation, in any computations made by it in connection with any Monthly Report, Payment Date Report, Borrowing Base Calculation
Statement or other report prepared by it hereunder of any commercial loans as Eligible Loans, which were Ineligible Collateral
Loans as of the date of any such computation; except to the extent any such Liability is found in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Party’s gross negligence or willful
misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity
shall be effective whether or not such investigation, litigation or proceeding is brought by the Collateral Manager, any of the
Collateral Manager’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified
Party is otherwise a party hereto. The Collateral Manager shall not have any liability hereunder to any Indemnified Party to the
extent an Indemnified Party effects any settlement of a matter that is (or could be) subject to indemnification hereunder without
the prior written consent of the Collateral Manager. The Collateral Manager shall not, without the prior written consent of the
Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a
party (or, in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been
brought) and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include
a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any such Indemnified Party, and (ii)
includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding.
In no case shall the Collateral Manager be responsible for any Indemnified Party’s lost revenues or lost profits or for any
indirect, special, punitive or consequential damages. This Section 14.06(b) shall not apply with respect to Taxes other than any
Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 


Section 14.07.         The
Collateral Manager Not to Resign; Assignment; Collateral Manager Default


 


(a)          The
Collateral Manager shall not resign from the obligations and duties hereby imposed on it.


 


(b)          The
Collateral Manager may not assign its rights or obligations hereunder or any interest herein without the prior written consent
of the Administrative Agent other than to a Person that becomes a successor or assignee Collateral Manager hereunder in accordance
with the terms hereof.


 






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(c)          Upon
the occurrence of an Event of Default, notwithstanding anything herein to the contrary, the Administrative Agent, with notice to
the Borrower, the Equityholder, and the Required Lenders, may terminate all of the rights and obligations of the Collateral Manager
as “Collateral Manager” under this Agreement. The Administrative Agent, with notice to the Borrower, the Equityholder,
and the Required Lenders, shall appoint a successor Collateral Manager (the “Successor Collateral Manager”),
which, for the avoidance of doubt may be the Administrative Agent or any Lender, and such Successor Collateral Manager shall accept
its appointment by a written assumption in a form acceptable to the Administrative Agent in its sole discretion. Until a successor
Collateral Manager is appointed as set forth above, the Collateral Manager shall (i) unless otherwise notified by the Administrative
Agent, continue to act in such capacity in accordance with Section 14.02 and (ii) as requested by the Administrative Agent
in its sole discretion (A) terminate some or all of its activities as Collateral Manager hereunder by the Administrative Agent
in its sole discretion as necessary or desirable, (B) provide such information as may be requested by the Administrative Agent
to facilitate the transition of the performance of such activities to the Administrative Agent or any agent thereof and (C) take
all other actions requested by the Administrative Agent, in each case to facilitate the transition of the performance of such activities
to the Administrative Agent or any agent thereof.


 


(d)          Upon
its appointment, the Successor Collateral Manager shall be the successor in all respects to the Collateral Manager with respect
to collateral management functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Collateral Manager by the terms and provisions hereof, and all references in this Agreement to the
Collateral Manager shall be deemed to refer to the Successor Collateral Manager; provided that the Successor Collateral
Manager shall have (i) no liability with respect to any action performed by the terminated Collateral Manager prior to the date
that the Successor Collateral Manager becomes the successor to the Collateral Manager or any claim of a third party based on any
alleged action or inaction of the terminated Collateral Manager, (ii) no obligation to pay any taxes required to be paid by the
Collateral Manager; provided that the Successor Collateral Manager shall pay any income taxes for which it is liable, (iii)
no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (iv) no liability
or obligation with respect to any Collateral Manager indemnification obligations of any prior Collateral Manager, including the
original Collateral Manager.


 


(e)          Notwithstanding
anything contained in this Agreement to the contrary, a Successor Collateral Manager is authorized to accept and rely on all of
the accounting, records (including computer records) and work of the prior Collateral Manager relating to the Collateral Loans
(collectively, the “Predecessor Collateral Manager Work Product”) without any audit or other examination thereof,
and such Successor Collateral Manager shall have no duty, responsibility, obligation or liability for the acts and omissions of
the prior Collateral Manager. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively,
“Errors”) exist in any Predecessor Collateral Manager Work Product and such Errors make it materially more difficult
to service or should cause or materially contribute to the Successor Collateral Manager making or continuing any Errors (collectively,
“Continued Errors”), such Successor Collateral Manager shall have no duty, responsibility, obligation or liability
for such Continued Errors; provided that such Successor Collateral Manager agrees to use its best efforts to prevent further
Continued Errors. In the event that the Successor Collateral Manager becomes aware of Errors or Continued Errors, it shall, with
the prior consent of the Administrative Agent, use its best efforts to reconstruct and reconcile such data as is commercially reasonable
to correct such Errors and Continued Errors and to prevent future Continued Errors.


 


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


 


	 	OXFORD SQUARE FUNDING 2018, LLC, 
	 	as Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	OXFORD SQUARE CAPITAL CORP.,
	 	as Collateral Manager
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	OXFORD SQUARE CAPITAL CORP.,
	 	as Equityholder
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Credit and Security Agreement]


 




     


     


    

 


	 	CITIBANK, N.A., as Administrative Agent and a 
	 	Lender
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Credit and Security Agreement]


 



     


     


    

 





	 	THE BANK OF NEW YORK MELLON TRUST 
	 	COMPANY, NATIONAL ASSOCIATION,
	 	as Collateral Agent and Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Credit and Security Agreement]