Exhibit 10.1


 


SECOND AMENDMENT TO CREDIT AND SECURITY
AGREEMENT


 


This
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT, dated as of March 14, 2019 (this “Amendment”), among Flatiron
Funding II, LLC, as borrower (the “Borrower”), the Lenders (as defined
below) party hereto, Citibank, N.A., as administrative agent (the “Administrative Agent”), CION
Investment Corporation, as equityholder (the “Equityholder”),
CION Investment Management, LLC, as collateral manager (in such capacity, the “Collateral Manager”), and U.S.
Bank National Association, as collateral agent (in such capacity, the “Collateral Agent”),
as custodian (in such capacity, the “Custodian”) and as collateral administrator
(in such capacity, the “Collateral Administrator”).


 


WHEREAS,
the Borrower, Collateral Manager, the Administrative Agent, the Equityholder, the Collateral Agent, the Custodian, the Collateral
Administrator, and the financial institutions from time to time party thereto as lenders (the “Lenders”) are
parties to the Credit and Security Agreement, dated as of March 29, 2017 (as amended and
in effect immediately prior to the effectiveness of this Amendment, the “Existing Credit Agreement”, and as
amended by this Amendment and as may be further amended, supplemented or otherwise modified and in effect from time to time, the
“Amended Credit Agreement”; except as otherwise defined in this Amendment, terms defined in the Amended Credit
Agreement are used herein as defined therein).


 


WHEREAS, the Borrower
and the Collateral Manager request that the Existing Credit Agreement be amended upon and subject to the terms and conditions set
forth in this Amendment.


 


WHEREAS, these recitals
shall be construed as part of this Amendment.


 


NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:


 


Section
1. Amendments to the Existing Credit Agreement. From and after the Second Amendment Effective Date (as defined
below), the Existing Credit Agreement shall be amended as follows:


 


(a)       References
Generally. References in the Existing Credit Agreement (including references to the Existing Credit Agreement as amended hereby)
to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”
and “hereof”) and each reference to the Existing Credit Agreement in the other Facility Documents (and indirect references
such as “thereunder”, “thereby”, “therein” and “thereof”) shall be deemed to be
references to the Existing Credit Agreement as amended hereby.


 


(b)       Amendments
to the Existing Credit Agreement. The Existing Credit Agreement is hereby amended to delete the bold, stricken text (indicated
textually in the same manner as the following example: stricken text) and to add the bold, double-underlined
text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Amended Credit Agreement attached as Exhibit A hereto.


 


Section
2. Representations and Warranties of the Borrower and Collateral Manager. The Borrower and the Collateral Manager
represent and warrant to the Administrative Agent, the Lenders, the Collateral Agent, the Collateral Administrator and the Custodian
that as of the Second Amendment Effective Date:


 




     


     


    

 


(a)       each
of the representations and warranties set forth in the Amended Credit Agreement and in the other Facility Documents are true and
correct in all material respects (or in all respects for such representations and warranties that are by their terms already qualified
as to materiality) as of the date hereof, except to the extent that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct in all material respects (or in all respects for such representations
and warranties that are by their terms already qualified as to materiality) as of such earlier date;


 


(b)       both
immediately before and after giving effect to this Amendment and the transactions contemplated hereby, no Default, Event of Default
or Collateral Manager Default shall have occurred and be continuing, or would result therefrom;


 


(c)       no
action, suit or proceeding (including, without limitation, any inquiry or investigation) shall be pending or threatened with respect
to the financing contemplated hereby or any documentation executed in connection therewith, and no injunction or other restraining
order shall have been issued or a hearing therefor be pending or noticed with respect to this Amendment or the transactions contemplated
hereby;


 


(d)       all
necessary governmental and material third party approvals and/or consents in connection with the transactions contemplated by this
Amendment and otherwise referred to herein shall have been obtained and remain in effect; and


 


(e)       each
of the conditions in Section 3 hereof has been satisfied or waived by the Administrative Agent (other than such conditions
to the extent required to be satisfactory to the Administrative Agent or the Lenders).


 


Section
3. Conditions Precedent. The amendments to the Existing Credit Agreement set forth in Section 1 above shall
become effective as of the date (the “Second Amendment Effective Date”), upon which each of the following conditions
precedent shall be satisfied or waived by the Administrative Agent:


 


(a)       Execution.
The Administrative Agent shall have received counterparts of this Amendment executed by the parties hereto.


 


(b)       Payment
of Fees and Expenses. The Administrative Agent shall have received all fees and expenses owing pursuant to a separate fee letter
of even date herewith between the Borrower and the Administrative Agent.


 


(c)       Responsible
Officer’s Certificate. The Administrative Agent shall have received 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 members
approving this Amendment and the transactions contemplated hereby and thereby and (ii) as to the incumbency and specimen signature
of each of its Responsible Officers authorized to execute this Amendment and the other Facility Documents to which it is a party.


 


(d)       Legal
Opinion. The Administrative Agent shall have received the executed legal opinion of counsel to the Borrower, in form and substance
reasonably satisfactory to the Administrative Agent covering such matters as the Administrative Agent may reasonably request.


 


(e)       Beneficial
Ownership Certification. The Administrative Agent shall have received a duly executed Beneficial Ownership Certification in
respect of the Borrower.


 




    	 	-2-	 



     


    

 


Section
4. Reference to and Effect Upon the Existing Credit Agreement.


 


(a)       Except
as specifically amended or waived above, the Existing Credit Agreement and the other Facility Documents shall remain unchanged
and in full force and effect and are hereby ratified and confirmed.


 


(b)      The
execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative
Agent or any Lender under the Existing Credit Agreement or any Facility Document, nor constitute a waiver of any provision of the
Existing Credit Agreement or any Facility Document.


 


Section
5. Reaffirmation. Each of the Borrower and the Collateral Manager hereby reaffirms its obligations under each
Facility Document to which it is a party. The Borrower hereby reaffirms the grant of security contained in Section 7.01(a) of the
Credit Agreement.


 


Section
6. Miscellaneous. This Amendment is a Facility Document for all purposes of the Amended Credit Agreement. This
Amendment may be executed in any number of counterparts, and by different parties hereto on separate counterpart signature pages,
and all such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of a counterpart signature
page by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a “PDF”
file) shall be effective as delivery of a manually executed counterpart signature page. Section headings used in this Amendment
are for reference only and shall not affect the construction of this Amendment.


 


Section
7. Costs and Expenses. Without limiting Section 12.04 of the Amended Credit Agreement, the Borrower shall pay
all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent, the Collateral
Administrator and the Custodian incurred in connection with this Amendment, including without limitation all reasonable and documented
fees and out-of-pocket expenses of counsel to the Administrative Agent incurred in connection with the closing of the transactions
contemplated by this Amendment.


 


Section
8. Governing Law. This Amendment, and the rights and obligations of the
parties under this Amendment 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 Amendment and the transactions contemplated hereby shall be governed by and construed
in accordance with the law of the State of New York.


 


Section
9. Custodian, Collateral Agent and Collateral Administrator. The Custodian, Collateral Agent and Collateral Administrator
assume no responsibility for the correctness of the recitals contained herein, and the Custodian, Collateral Agent and Collateral
Administrator shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency
of this Amendment and makes no representation with respect thereto. In entering into this Amendment, the Custodian, Collateral
Agent and Collateral Administrator shall be entitled to the benefit of every provision of the Existing Credit Agreement relating
to the conduct or affecting the liability of or affording protection to the Custodian, Collateral Agent and Collateral Administrator,
including its right to be compensated, reimbursed and indemnified, whether or not elsewhere herein so provided.


 


Section
10. Direction. Citibank, N.A., as Lender, by its signature hereto represents and warrants that it is the sole
Lender under the Existing Credit Agreement and authorizes and directs the Custodian, Collateral Agent and Collateral Administrator
to execute this Amendment.


 


[signature pages follow]


 




    	 	-3-	 



     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.


 


	 	FLATIRON FUNDING II, LLC, 
	 	as Borrower
	 	 	 
	 	By:	Michael A. Reisner
	 	 	Name: Michael A. Reisner
	 	 	Title: Co-Chief Executive Officer


 


[Signature Page to Second Amendment to Credit
and Security Agreement]


 




     


     


    

 


	 	
        CION INVESTMENT MANAGEMENT,
        LLC, as

        Collateral Manager

	 	 	 
	 	By:	Michael A. Reisner
	 	 	Name: Michael A. Reisner
	 	 	Title: Co-Chief Executive Officer


 


[Signature Page to Second Amendment to Credit
and Security Agreement]


 




     


     


    

 


	 	CITIBANK, N.A., as Administrative Agent and as a Lender
	 	 	 
	 	By:	Victoria Chant
	 	 	Name: Victoria Chant
	 	 	Title: Vice President 


 


[Signature Page to Second Amendment to Credit
and Security Agreement]


 




     


     


    

 


	 	CION INVESTMENT CORPORATION, as the Equityholder
	 	 	 
	 	By:	Michael A. Reisner
	 	 	Name: Michael A. Reisner
	 	 	Title: Co-Chief Executive Officer


 


[Signature Page to Second Amendment to Credit
and Security Agreement]


 




     


     


    

 


	 	U.S. Bank National Association, as Collateral Agent and as Collateral Administrator
	 	 	 
	 	By:	Gayle Filomia
	 	 	Name: Gayle Filomia 
	 	 	Title: Vice President


 


[Signature Page to Second Amendment to Credit
and Security Agreement]


 




     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as Custodian
	 	 	 
	 	By:	Gayle Filomia
	 	 	Name: Gayle Filomia 
	 	 	Title: Vice President


 


[Signature Page to Second Amendment to Credit
and Security Agreement]


 









     


     


    

  


Exhibit A


 


Conformed Through Second Amendment, dated
March 14, 2019


 





 



 


CREDIT AND
SECURITY AGREEMENT


 


Dated as of March 29, 2017


 


among


 


Flatiron
Funding II, LLC, 

as Borrower,


 


CION
Investment Management, LLC,

as Collateral Manager,






CION
Investment Corporation,


as Equityholder,


 


THE LENDERS FROM TIME TO TIME PARTIES HERETO,


 


CITIBANK, N.A.,

as Administrative Agent,


 


and






U.S.
Bank National Association,


as Custodian, Collateral Agent, and Collateral
Administrator


 





 



 




     

     


    

 


TABLE OF
CONTENTS 





 





	 	Page
	 	 
	ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; COMPUTATIONS	1
	 	 	 
	Section 1.01.	Definitions	1
	Section 1.02.	Rules of Construction	47
	Section 1.03.	Computation of Time Periods	48
	Section 1.04.	Collateral Value Calculation Procedures	48
	 	 	 
	ARTICLE II ADVANCES	50
	 	 	 
	Section 2.01.	Revolving Credit Facility; Approval Requests	50
	Section 2.02.	Making of the Advances	51
	Section 2.03.	Evidence of Indebtedness; Notes	52
	Section 2.04.	Payment of Amounts	52
	Section 2.05.	Prepayment of Advances	53
	Section 2.06.	Changes of Commitments	54
	Section 2.07.	Maximum Lawful Rate	55
	Section 2.08.	Several Obligations	55
	Section 2.09.	Increased Costs	55
	Section 2.10.	Compensation; Breakage Payments	57
	Section 2.11.	Illegality; Inability to Determine Rates	57
	Section 2.12.	Fees	58
	Section 2.13.	Rescission or Return of Payment	59
	Section 2.14.	Default Interest	59
	Section 2.15.	Payments Generally	59
	Section 2.16.	Replacement of Lenders	60
	Section 2.17.	Defaulting Lenders.	60
	Section 2.18.	Right of Setoff	62
	Section 2.19.	Contractual Currency	62
	Section 2.20.	Lending Offices; Changes Thereto	62
	Section 2.21.	[Reserved].	63
	Section 2.22.	[Reserved].	63
	Section 2.23.	Recourse Against Certain Parties.	63
	 	 	 
	ARTICLE III CONDITIONS PRECEDENT	63
	 	 	 
	Section 3.01.	Conditions Precedent to Initial Advances	63
	Section 3.02.	Conditions Precedent to Subsequent Advances	65
	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES	66
	 	 	 
	Section 4.01.	Representations and Warranties of the Borrower	66
	Section 4.02.	Additional Representations and Warranties of the Borrower	70
	Section 4.03.	Representations and Warranties of the Equityholder and the Collateral Manager	72
	Section 4.04.	Representations and Warranties of the Collateral Agent, Custodian and Collateral Administrator.	74
	 	 	 
	ARTICLE V COVENANTS	75
	 	 	 
	Section 5.01.	Affirmative Covenants of the Borrower	75
	Section 5.02.	Negative Covenants of the Borrower	82


 




    i


     


    

 


TABLE OF CONTENTS

(continued)


 





	 	Page
	 	 
	Section 5.03.	Affirmative Covenants of the Equityholder and the Collateral Manager	84
	Section 5.04.	Negative Covenant of the Equityholder and the Collateral Manager	87
	Section 5.05.	Certain Undertakings Relating to Separateness	87
	 	 	 
	ARTICLE VI EVENTS OF DEFAULT	89
	 	 	 
	Section 6.01.	Events of Default	89
	Section 6.02.	Remedies.	91
	Section 6.03.	Power of Attorney.	92
	 	 	 
	ARTICLE VII PLEDGE OF COLLATERAL; RIGHTS OF THE COLLATERAL AGENT	93
	 	 	 
	Section 7.01.	Grant of Security	93
	Section 7.02.	Release of Security Interest	94
	Section 7.03.	Rights and Remedies	94
	Section 7.04.	Remedies Cumulative	95
	Section 7.05.	Related Documents	95
	Section 7.06.	Borrower Remains Liable	96
	Section 7.07.	Protection of Collateral	96
	 	 	 
	ARTICLE VIII ACCOUNTS, ACCOUNTINGS AND RELEASES	97
	 	 	 
	Section 8.01.	Collection of Money	97
	Section 8.02.	Collection Account	97
	Section 8.03.	[Reserved.]	98
	Section 8.04.	[Reserved.]	98
	Section 8.05.	The Unfunded Reserve Account; Fundings	98
	Section 8.06.	[Reserved].	99
	Section 8.07.	Account Control Agreement.	99
	Section 8.08.	Funds in Covered Accounts; Reports by Collateral Agent	99
	Section 8.09.	Accountings	100
	Section 8.10.	Release of Collateral	101
	Section 8.11.	SOC1 Reports	101
	 	 	 
	ARTICLE IX APPLICATION OF FUNDS	103
	 	 	 
	Section 9.01.	Disbursements of Funds from Collection Account	103
	 	 	 
	ARTICLE X SALE OF COLLATERAL LOANS; PURCHASE OF ADDITIONAL COLLATERAL LOANS	106
	 	 	 
	Section 10.01.	Sales of Collateral Loans	106
	Section 10.02.	Purchase of Additional Collateral Loans	106
	Section 10.03.	[Reserved].	107
	Section 10.04.	Conditions Applicable to All Sale and Purchase Transactions	107
	Section 10.05.	Additional Equity Contributions	107
	 	 	 
	ARTICLE XI THE AGENTS	108
	 	 	 
	Section 11.01.	Authorization and Action	108
	Section 11.02.	Delegation of Duties	110
	Section 11.03.	Agents’ Reliance, Etc.	110
	Section 11.04.	Indemnification	112
	Section 11.05.	Successor Agents	113


  




    ii


     


    

 


TABLE OF CONTENTS

(continued)


 


	 	Page
	 	 
	Section 11.06.	Merger, Conversion, Consolidation or Succession to Business of Agents	113
	Section 11.07.	Titles	114
	 	 	 
	ARTICLE XII MISCELLANEOUS	114
	 	 	 
	Section 12.01.	No Waiver; Modifications in Writing	114
	Section 12.02.	Notices, Etc.	115
	Section 12.03.	Taxes	116
	Section 12.04.	Costs and Expenses; Indemnification	119
	Section 12.05.	Execution in Counterparts	122
	Section 12.06.	Assignability	122
	Section 12.07.	Governing Law	125
	Section 12.08.	Severability of Provisions	125
	Section 12.09.	Confidentiality	125
	Section 12.10.	Merger	126
	Section 12.11.	Survival	126
	Section 12.12.	Submission to Jurisdiction; Waivers; Etc.	126
	Section 12.13.	IMPORTANT WAIVERS	127
	Section 12.14.	PATRIOT Act Notice	128
	Section 12.15.	Legal Holidays	128
	Section 12.16.	Non-Petition	129
	Section 12.17.	Waiver of Setoff	129
	Section 12.18.	Special Provisions Applicable to CP Lenders.	129
	Section 12.19.	[Reserved].	130
	Section 12.20.	[Reserved].	131
	Section 12.21.	[Reserved].	131
	Section 12.22.	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	131
	 	 	 
	ARTICLE XIII CUSTODIAN	131
	 	 	 
	Section 13.01.	Appointment of Custodian	131
	Section 13.02.	Duties of Custodian	132
	Section 13.03.	Delivery of Collateral Loans to Custodian.	132
	Section 13.04.	Release of Documents/Control By Agents.	133
	Section 13.05.	Records.	133
	Section 13.06.	Reporting	133
	Section 13.07.	Certain General Terms	134
	Section 13.08.	Compensation and Reimbursement of Custodian	135
	Section 13.09.	Responsibility of Custodian	135
	Section 13.10.	Resignation and Removal; Appointment of Successor	138
	Section 13.11.	Acceptance and Appointment by Successor	139
	Section 13.12.	Merger, Conversion, Consolidation or Succession to Business of Custodian	140
	 	 	 
	ARTICLE XIV COLLATERAL MANAGEMENT	140
	 	 	 
	Section 14.01.	Designation of the Collateral Manager	140
	Section 14.02.	Duties of the Collateral Manager	140
	Section 14.03.	Authorization of the Collateral Manager	142
	Section 14.04.	Separateness Provisions of the Borrower.	142


 







    iii


     


    

 


TABLE OF CONTENTS

(continued)


 


	 	Page
	 	 
	Section 14.05.	Compensation	142
	Section 14.06.	Expenses; Indemnification	143
	Section 14.07.	The Collateral Manager Not to Resign; Assignment	144
	Section 14.08.	Appointment of Successor Collateral Manager	144
	 	 	 
	ARTICLE XV THE COLLATERAL ADMINISTRATOR	145
	 	 	 
	Section 15.01.	Designation of Collateral Administrator	145
	Section 15.02.	Certain Duties and Powers	145
	Section 15.03.	Certain Rights of Collateral Administrator	148
	Section 15.04.	Compensation and Reimbursement of Collateral Administrator	150
	Section 15.05.	Resignation and Removal; Appointment of Successor	151
	Section 15.06.	Acceptance and Appointment by Successor	151
	Section 15.07.	Merger, Conversion, Consolidation or Succession to Business of Collateral Administrator	152
	Section 15.08.	Certain Duties of Collateral Administrator Related to Delayed Payment of Proceeds	152
	Section 15.09.	Indemnification	152


 




    iv


     


    

 


SCHEDULES


 


	Schedule 1	Initial Commitments and Percentages
	Schedule 2	Contents of Monthly Report
	Schedule 3	Contents of Payment Date Report
	Schedule 4	Information Obligations
	Schedule 5	Moody’s Industry Classifications
	Schedule 6	Closing Date Collateral Loans
	Schedule 7	Approved Broker Dealers
	Schedule 8	Notice Information
	Schedule 9	Authorized Persons
	Schedule 10	Diversity Score Calculations
	Schedule 11	Credit and Collection Policy 
	Schedule 12	Loan Tape Information


 


EXHIBITS


 


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


 




    v


     


    

 


CREDIT AND
SECURITY AGREEMENT


 


CREDIT AND SECURITY
AGREEMENT, dated as of March 29, 2017, by and among FLATIRON FUNDING II, LLC, a Delaware limited liability company, as borrower
(the “Borrower”), CION Investment Management, LLC, a Delaware
limited liability company, in its capacity as Collateral Manager, CION INVESTMENT CORPORATION, a Maryland corporation, in its capacity
as 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”), and U.S.
Bank National Association, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”),
as collateral custodian for the Secured Parties (in such capacity, the “Custodian”), and as collateral administrator
(in such capacity, the “Collateral Administrator”).


 


WITNESSETH:


 


WHEREAS, the Borrower
desires that the Lenders make advances on a revolving basis to the Borrower 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, by and among the Borrower, the Collateral
Manager, the Collateral Agent and U.S. Bank National Association, as the Securities Intermediary, as the same may be amended, modified,
waived, supplemented or restated from time to time.


 


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


 


“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 Fee Letter” means that certain fee letter, dated as of the Closing Date, by and among Citigroup Global Markets
Inc. and the Borrower setting forth the amounts payable by the Borrower to the Administrative Agent in connection with the transactions
contemplated by this Agreement, as the same may be amended, modified, waived, supplemented or restated from time to time.


 




     

     


    

 


“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 $200,000 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
due or accrued with respect to any Payment Date and payable to the Collateral Administrator, the Collateral Agent, the Securities
Intermediary and the Custodian, the Collateral Administration and Agency Fee, and any other amounts and indemnities payable to
the Collateral Administrator, the Collateral Agent, the Securities Intermediary or the Custodian, as applicable, pursuant to the
terms hereof and any other Facility 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 shall not constitute Administrative Expenses and (2) expenses paid for on the Closing Date with proceeds
of the Advances comprising the initial Borrowing shall not constitute Administrative Expenses.


 


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


 


“Advance Rate”
means, as of any date of determination with respect to each Eligible Collateral Loan, the corresponding percentage for the type
of such Eligible Collateral Loan:


 


	Type of Eligible Collateral Loan	Advance Rate
	Standard First Lien Loans	75%
	Second Lien Loans	40%
	Eligible Collateral Loans that have a Moody’s Rating of Caa2 or below or an S&P Rating of CCC or below	
        First Lien Loans: 40%

        Second Lien Loans: 20%

	All other Eligible Collateral Loans	Case-by-case as determined by the Administrative Agent in its sole discretion


 


“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.


 


“Affected
Person” means (a) the Administrative Agent, each Lender and each of their respective Affiliates 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).


 




    2


     


    

 


“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.


 


“Aggregate
Funded Spread” means, as of any date, the sum (for all Eligible Collateral Loans) of, in the case of each Eligible Collateral
Loan that bears interest at a spread over an index (including any London interbank offered rate based index), (i) the stated interest
rate spread over such index multiplied by (ii) the Principal Balance of such Eligible Collateral Loan; provided that,
with respect to any Floor Obligation, the stated interest rate spread on such Eligible Collateral Loan over such index shall be
deemed to be equal to the sum of (x) the stated interest rate spread over such index and (y) the excess, if any, of the specified
“floor” rate relating to such Collateral Loan over the LIBOR Rate as in effect.


 


“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).


 


“Aggregate
Unfunded Spread” means, as of any date, the sum of the products obtained by multiplying (a) for each Delayed Drawdown
Collateral Loan and Revolving Collateral Loan, the related commitment fee or other analogous fees (expressed at a per annum rate)
then in effect for such Delayed Drawdown Collateral Loan or Revolving Collateral Loan as of such date and (b) the unfunded commitments
of each such Delayed Drawdown Collateral Loan and Revolving Collateral Loan as of such date.


 


“Agreement”
means this Credit and Security Agreement.


 


“Amortization
Period” means the period beginning on the Commitment Termination Date and ending on the date on which all Obligations
are Paid in Full.


 


“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 (a) during the Reinvestment Period, 2.00% per annum and (b) during the Amortization Period, 3.00% per annum;
provided that upon the occurrence and during the continuance of an Event of Default, the Applicable Margin in effect at
such time shall be increased by an additional 2.00% per annum.


 


“Approval
Request” has the meaning assigned to such term in Section 2.01(a).


 


“Approved
Broker Dealer” means each qualified broker-dealer listed on Schedule 7 hereto or approved by the Administrative
Agent in its absolute discretion.


 


“Asset Value”
means, with respect to any Collateral Loan on the relevant date of determination, the amount (determined by the Administrative
Agent and reported to the Collateral Administrator) equal to:


 


(a)       the
lower of (i) the par amount of such Collateral Loan and (ii) the quoted bid-side price from MarkIt Partners, Loan Pricing Corp.
or another independent nationally recognized loan pricing service selected by the Administrative Agent in its sole discretion,
expressed as a dollar amount by multiplying such price by such Collateral Loan’s Principal Balance; provided that,
if the Administrative Agent determines reasonably and in good faith that the quote of any such loan pricing service is not current
or accurate, the Administrative Agent may reject such price; and otherwise


 




    3


     


    

 


(b)       the
Administrative Agent’s commercially reasonable determination of the net cash proceeds that would be received from the sale
of such Collateral Loan.


 


If the Collateral Manager
disputes the Asset Value of any Collateral Loan determined pursuant to the foregoing clauses (a) or (b), then the
Collateral Manager may (at the sole expense of the Borrower) obtain Firm Bids (expressed as a dollar amount by multiplying such
price by such Collateral Loan’s Principal Balance) from at least two Approved Broker Dealers trading in such Collateral Loan.
The Asset Value of such Collateral Loan shall be the highest of such Firm Bids.


 


“Assigned
Documents” has the meaning assigned to such term in Section 7.01(c).


 


“Assignment
and Acceptance” means an Assignment and Acceptance in substantially the form of Exhibit D 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).


 


“Automatic
Commitment Reduction” has the meaning assigned to such term in Section 2.06(a)(ii).


 


“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.


 


“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-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.


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership
Regulation in a form as agreed to by the Administrative Agent.


 


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


 


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


 




    4


     


    

 


“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 date of determination, the least of:


 


		(a)	the Facility Amount minus the Unfunded Exposure Amount (net of the aggregate amount on deposit
in the Unfunded Reserve Account), in each case, as of such date;



 


		(b)	(i) the aggregate sum of the product of (A) the applicable Advance Rate for each Eligible Collateral
Loan as of such date and (B) the Original Asset Value of such Eligible Collateral Loan (less the portion, if any, of such Eligible
Collateral Loan allocated by the Borrower to the Excess Concentration Amount as of such date), plus (ii) the Principal Proceeds
and Eligible Investments made with Principal Proceeds on deposit in the Collection Account as of such date, minus (iii)
the Unfunded Exposure Amount (net of the aggregate amount on deposit in the Unfunded Reserve Account), in each case, as of such
date; and



 


		(c)	(i) the aggregate Original Asset Value of all Eligible Collateral Loans as of such date (less the
portion, if any, of such Eligible Collateral Loan allocated by the Borrower to the Excess Concentration Amount) minus (ii)
the Minimum Equity Amount, plus (iii) the amount of Principal Proceeds and Eligible Investments made with Principal Proceeds
on deposit in the Collection Account as of such date, minus (iv) the Unfunded Exposure Amount (net of the aggregate amount
on deposit in the Unfunded Reserve Account), in each case, as of such date.



 


“Borrowing
Base Calculation Statement” means a statement in substantially the form attached to the form of Notice of Borrowing attached
hereto as Exhibit B, 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 Coverage Tests required hereunder.


 


“Borrowing
Base Deficiency” means a condition occurring on any day on which the Borrowing Base Test is not satisfied.


 


“Borrowing
Base Test” means a test that will be satisfied at any time if (a) Advances Outstanding are less than or equal to (b)
the Borrowing Base at such time.


 


“Borrowing
Date” means the date of a Borrowing.


 


“Broadly Syndicated
Loan” means, as of any date of determination, any Collateral Loan that (a) greater than 85% of the original outstanding
principal or commitment amount thereof has been syndicated to lenders other than the Borrower and its Affiliates, (b) is not (and
cannot by its terms become) subordinate in right of payment to any obligation of the Obligor in any bankruptcy, reorganization,
arrangement, insolvency, moratorium or liquidation proceedings, (c) is secured by a pledge of collateral, which security interest
is validly perfected and first-priority under Applicable Law (subject to liens permitted under the Underlying Loan Agreement that
are reasonable and customary for similar loans, and liens accorded priority by law in favor of the United States or any State or
agency) and (d) the Collateral Manager determines in good faith in accordance with the Collateral Management Standard that the
value of the collateral securing such Collateral Loan (or the enterprise value of the underlying business) on or about the time
of origination equals or exceeds the Principal Balance of such Collateral Loan plus the aggregate outstanding balances of all other
loans of equal or higher seniority secured by the same collateral.


 




    5


     


    

 


“Business
Day” means any day of the year except 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; provided that when used in connection
with 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), the term “Business Day” shall
exclude any day on which banks are not open for dealings in deposits in Dollars in the London interbank market.


 


“Caa/CCC Loan”
means at any time, a Collateral Loan with a Moody’s Rating of “Caa1” or lower or an S&P Rating of “CCC+”
or lower (based on tranche rating not corporate family rating).


 


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


 


“Cash Interest
Coverage Ratio” means, with respect to any Collateral Loan at any time, either (a) the meaning of “Cash Interest
Coverage Ratio” or comparable term set forth in the Related Documents for such Collateral Loan, or (b) in the case of any
Collateral Loan with respect to which the Related Documents do not include a definition of “Cash Interest Coverage Ratio”
or comparable term, the ratio obtained by dividing (i) EBITDA by (ii) Cash Interest Expense of the related Obligor as of the Relevant
Test Period, as calculated by the Collateral Manager in accordance with the Collateral Management Standard using information from
and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor
as per the requirements of the Related Documents.


 


“Cash Interest
Expense” means, with respect to any Obligor for any period, the amount which, in conformity with GAAP, would be set forth
opposite the caption “interest expense” or any like caption reflected on the most recent financial statements delivered
by such Obligor to the Borrower for such period, but excluding any non-cash item to the extent included under such caption.


 


“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.


 




    6


     


    

 


“Change
of Control” means, at any time, the occurrence of any of the following events:


 


(a)       the
Equityholder ceases, at any time, to directly own 100% of the Borrower free and clear of any and all Liens or other encumbrances;


 


(b)       the
Equityholder fails to be managed by the Collateral Manager;


 


(c)       Apollo
Investment Management, L.P. ceases to hold at least one seat on the board of directors of the Collateral Manager or otherwise provide
management and advisory services to the Collateral Manager and the Equityholder in its capacity as a member of the Collateral Manager
on substantially similar terms as the Collateral Manager Operating Agreement;


 


(d)       the
Collateral Manager (or a replacement investment adviser approved by the Lenders in their sole discretion) ceases to be the investment
adviser to the Equityholder pursuant to the Investment Advisory Agreement dated June 19, 2012 by and among the Equityholder and
the Collateral Manager (or a replacement investment advisory agreement approved by the Lenders in their sole discretion); or


 


(e)       CION
Investment Group, LLC ceases, at any time, to hold 100% of the Series A Membership Interests or Apollo Investment Management, L.P.
ceases, at any time, to hold 100% of the Series C Membership Interests (as such terms are defined in the Collateral Manager Operating
Agreement) of the Collateral Manager, free and clear of any and all Liens or other encumbrances.


 


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


 


“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 March 29, 2017.


 


“Closing Date
Participation Agreement” means each of (x) the Master Participation Agreement, dated as of the Closing Date, by and between
15th Street Loan Funding LLC, as transferor, and the Borrower, as transferee and (y) the Master Participation Agreement, dated
as of the Closing Date, by and between 15th Street Loan Funding 2 LLC, as transferor, and the Borrower, as transferee, in each
case relating to the Closing Date Participation Interests.


 


“Closing Date
Participation Interests” means the undivided 100% participation interests granted by 15th Street Loan Funding LLC and
15th Street Loan Funding 2 LLC, as applicable, to the Borrower in and to each Collateral Loan identified on Annex A to the Closing
Date Participation Agreement 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.


 




    7


     


    

 


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


 


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


 


“Collateral
Administration and Agency Fees” means the fees payable to the Collateral Administrator, the Collateral Agent, the Custodian
and the Securities Intermediary pursuant to the Collateral Administration and Agency Fee Letter.


 


“Collateral
Administration and Agency Fee Letter” means the fee letter, dated on or about March 29, 2017, by and among the Borrower
and U.S. Bank National Association, as the Collateral Administrator, Collateral Agent, Custodian and Securities Intermediary setting
forth the amounts payable by the Borrower to the Collateral Administrator, the Collateral Agent, the Custodian and the Securities
Intermediary in connection with the transactions contemplated by this Agreement.


 


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


 


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


 


“Collateral
Management Fee” means the fee to the Collateral Manager for services rendered and performance of its obligations under
this Agreement, in arrears on each Payment Date (subject to availability of funds and the Priority of Payments), in an amount equal
to 0.50% per annum of the Fee Basis Amount; measured as of the Determination Date immediately preceding such Payment Date
(calculated on the basis of a 360-day year and the actual number of days elapsed).


 


“Collateral
Management Standard” means, with respect to any Collateral Loan included in the Collateral, to service and administer
such Collateral Loan (on behalf of the Borrower for the benefit of the Secured Parties) in accordance with Applicable Law, the
Related Documents, the Facility Documents and all customary and usual servicing practices (a) which are consistent with the higher
of: (i) the degree of skill and care no less than that exercised by prudent managers of national standing relating to assets of
the nature and character of the Collateral Loans, and (ii) the same care, skill, prudence and diligence with which the Collateral
Manager services and administers comparable assets for its own account or for the account of others having similar investment objectives
and restrictions; (b) with a view to maximize the value of the Collateral Loans; and (c) without regard to: (i) any relationship
that the Collateral Manager or any Affiliate of the Collateral Manager may have with any Obligor or any Affiliate of any Obligor,
(ii) the Collateral Manager’s right to receive compensation for its services hereunder or with respect to any particular
transaction, (iii) the ownership by the Collateral Manager or any Affiliate of any Retained Interest or any Loan, (iv) the ownership,
servicing or management for others by the Collateral Manager of any other Collateral Loans or property by the Collateral Manager
or (v) any relationship that the Collateral Manager or any Affiliate of the Collateral Manager may have with any holder of other
loans of the Obligor with respect to such Collateral Loans.


 


“Collateral
Manager” has the meaning assigned to such term in Section 14.01(a).


 


“Collateral
Manager Default” means any one or more 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
on the date that such payment, transfer or deposit is required to be made (after giving effect to any related grace period or applicable
notice period or requirement);


 




    8


     


    

 


(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 three (3) 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 any Facility Document to which it is a party, or the failure of any
representation or warranty of the Collateral Manager made in any 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) the date on which written notice to the Collateral Manager of such failure, requiring the same to
be remedied, shall have been given to the Collateral Manager by the Administrative Agent, and (ii) the date on which a Responsible
Officer of the Collateral Manager acquires actual knowledge thereof;


 


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


 


(e)       the
occurrence of an Event of Default;


 


(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 $1,000,000 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;


 


(g)       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 and the indebtedness for borrowed money thereunder is in an amount in excess
of $5,000,000, 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;


 


(h)       the
Collateral Manager makes any withdrawal from a Covered Account not in accordance with the terms of this Agreement or the other
Facility Documents;


 


(i)        the
occurrence of a Change of Control;


 


(j)        a
material change, which is adverse to the interests of the Lenders, is made with respect to the Credit and Collection Policy of
the Collateral Manager without the prior written consent of the Administrative Agent in accordance with Section 5.01(m);


 


(k)       CION
Investment Management, LLC ceases to be the Collateral Manager hereunder; or


 


(l)        any
term or provision of the Collateral Manager Operating Agreement relating to Apollo Investment Management, L.P. (or the Series A
Membership Interests held by it) or CION Investment Group, LLC (or the Series C Membership Interests held by it) (as such terms
are defined in the Collateral Manager Operating Agreement) shall be amended, restated or otherwise modified in any material respect
without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed).


 




    9


     


    

 


“Collateral
Manager Operating Agreement” means that certain Fourth Amended and Restated Limited Liability Company Agreement of the
Collateral Manager dated as of December 4, 2017, as amended, restated or modified in accordance with the terms thereof and this
Agreement.


 


“Collateral
Quality Test” means a test that is satisfied if, as of any date of determination, in the aggregate, the Eligible Collateral
Loans owned (or, in relation to a proposed purchase of an Eligible Collateral Loan, both owned and proposed to be owned) by the
Borrower satisfy each of the tests set forth below, calculated, in each case, in accordance with Section 1.04:


 


(a)       the
Maximum Moody’s Weighted Average Rating Factor Test;


 


(b)       the
Minimum Weighted Average Spread Test;


 


(c)       the
Maximum Weighted Average Life Test; and


 


(d)       the
Minimum Diversity Score Test.


 


“Collection
Account” has the meaning assigned to such term in Section 8.02.


 


“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 (a) any amounts received by the Borrower from an Obligor
or any other party obligated to make payments in respect of such Collateral Loan 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 as such amounts are not included
in the net proceeds reported to be received by the Borrower from such sale and (b) any amounts in respect of indemnities received
by the Borrower but owing to parties other than the Borrower in accordance with the Related Documents for any Collateral Loan.


 


“Commercial
Paper Notes” means commercial paper notes or secured liquidity notes issued by a CP Conduit or an entity providing funding
to a CP Conduit from time to time.


 


“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(c) in an aggregate principal amount at any one time outstanding for such Lender
up to but not exceeding the amount set forth opposite the name of such Lender on Schedule 1 or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Commitment, as applicable, as such amount may be reduced from time to time
pursuant to Section 2.06 or increased or reduced from time to time pursuant to assignments effected in accordance with
Section 12.06(a).


 


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


 




    10


     


    

 


“Commitment
Fee Rate” means 0.75% per annum; provided that such rate shall increase to 2.00% per annum if the Borrower elects
not to have the Automatic Commitment Reduction apply in accordance with Section 2.06(a)(ii).


 


“Commitment
Termination Date” means the last day of the Reinvestment Period; provided that, if the Commitment Termination
Date would otherwise not be a Business Day, then the Commitment Termination Date shall be the immediately succeeding Business
Day.


 


“Competitor”
means any Person who, in the reasonable determination of the Administrative Agent, devotes substantially all of its business resources
to middle market cash flow lending, and is in direct or indirect competition with the Borrower, the Collateral Manager or the Equityholder.


 


“Concentration
Limitations” means, as of any date of determination, the following limitations (as applied to the Aggregate Principal
Balance of the Eligible Collateral Loans owned (or, in relation to a proposed purchase of an Eligible Collateral Loan, proposed
to be owned by the Borrower) by the Borrower, calculated as a percentage of the Aggregate Principal Balance of the Eligible Collateral
Loans owned (or, in relation to a proposed purchase of an Eligible Collateral Loan, proposed to be owned) by the Borrower plus
the aggregate amount of Principal Proceeds then on deposit in the Collection Account, and in each case in accordance with the procedures
set forth in Section 1.04):


 


(a)       not
more than 3.0% consists of Collateral Loans of any one (1) Obligor (and Affiliates thereof), provided that (i) the Collateral
Loans of the three (3) largest single Obligors (and their respective Affiliates) (measured by Principal Balance) may constitute
up to 5.0% each, (ii) the Collateral Loans of the fourth (4th) through sixth (6th) largest single Obligors (and their respective
Affiliates) (measured by Principal Balance) may constitute up to 4.0% each and (iii) the Collateral Loans of the seventh (7th)
through tenth (10th) largest single Obligors (and their respective Affiliates) (measured by Principal Balance) may constitute up
to 3.5% each;


 


(b)       not
more than 15.0% consists of Collateral Loans with Obligors in any one Moody’s Industry Classification, with the exception
of one (1) Moody’s Industry Classification, which may constitute 20.0%;


 


(c)       not
more than 30.0% consists of Second Lien Loans;


 


(d)       not
more than 25.0% consists of Caa/CCC Loans;


 


(e)       not
more than 5.0% consists of Fixed Rate Obligations;


 


(f)       not
more than 10.0% consists of unfunded commitments under Revolving Collateral Loans and Delayed Drawdown Collateral Loans;


 


(g)       not
more than 5.0% consists of PIK Loans;


 


(h)       not
more than 30.0% consists of Collateral Loans or portions thereof that have an original term to maturity of greater than seven (7.0)
years;


 


(i)        not
more than 30.0% consists of Collateral Loans or portions thereof that have an outstanding Tranche Size of less than $100,000,000
as of the date of acquisition thereof by the Borrower; and


 




    11


     


    

 


(j)        not
more than 5.0% consists of Collateral Loans that provide for payment of interest in cash less frequently than quarterly.


 


“Conduit Rating
Agency” means each nationally recognized investment rating agency that is then rating the Commercial Paper Notes issued
by a CP Conduit at its request.


 


“Conduit Support
Facility” means, with respect to any CP Lender, (i) a liquidity loan agreement, liquidity asset purchase agreement, swap
or other facility that provides liquidity for Commercial Paper Notes and any guaranty of any such agreement or facility and (ii)
a credit asset purchase agreement, swap or other similar facility that provides credit support for defaults in respect any assets
of the CP Lender and any guaranty of any such agreement or facility.


 


“Conduit Support
Funding” means, with respect to any Advance funded by a CP Lender, at any time, funding by a CP Lender of all or a portion
of the outstanding principal amount of such Advance with funds provided under a Conduit Support Facility.


 


“Conduit Support
Funding Period” means, with respect to any Advance funded by a CP Lender, a period of time during which all or a portion
of the outstanding principal amount of such Advance is funded by a Conduit Support Funding.


 


“Conduit Support
Provider” means, without duplication, (i) a provider of a Conduit Support Facility to or for the benefit of any CP Lender,
and any guarantor of such provider or (ii) an entity that issues commercial paper or other debt obligations, the proceeds of which
are used (directly or indirectly) to fund the obligations of any CP Lender.


 


“Conduit Trustee”
means, with respect to any CP Lender, a trustee or collateral agent for the benefit of the holders of the Commercial Paper Notes
or other senior indebtedness of such CP Lender appointed pursuant to such CP Lender’s program documents.


 


“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 trust agreement, 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 trust, 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.


 


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


 


“Control”
means (i) the direct or indirect possession of the power to vote 20% or more of the voting securities of a Person or direct or
cause the direction of the management or policies of a Person whether through ownership, by contract, arrangement or understanding,
or otherwise or (ii) ownership of 20% or more of the equity securities of a Person. “Controlled” and “Controlling”
have the meaning correlative thereto.


 




    12


     


    

 


“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 8 hereto, or such other address within
the United States as it may designate from time to time by notice to the Administrative Agent.


 


“Covenant
Lite Loan” means a Collateral Loan that (a) does not contain any financial covenants or (b) requires the related Obligor
to comply with an Incurrence Covenant, but does not require the related Obligor to comply with a Maintenance Covenant (regardless
of whether compliance with one or more Incurrence Covenants is otherwise required by the Related Documents).


 


“Coverage
Test” means each of the Borrowing Base Test, the Equity Coverage Test and the Minimum Equity Test.


 


“Covered Account”
means each of the Collection Account and the Unfunded Reserve Account.


 


“CP Conduit”
means any limited-purpose entity established to use the direct or indirect proceeds of the issuance of Commercial Paper Notes to
finance financial assets.


 


“CP Lender”
means a Lender and that is identified to the Borrower as a CP Conduit on its signature page to this Agreement, an Assignment and
Assumption or otherwise.


 


“CP Rate”
means for any Interest Accrual Period for any Advances made by a CP Lender, the per annum rate equivalent to the weighted average
of the per annum rates paid or payable by such CP Lender from time to time as interest on or otherwise (by means of interest rate
hedges or otherwise) in respect of the Commercial Paper Notes issued by such CP Lender during such period, as determined by such
CP Lender that are allocated, in whole or in part, by such CP Lender to fund the purchase or maintenance of Advances during such
Interest Accrual Period as determined by such CP Lender and reported to the Borrower and the Collateral Manager, which rates shall
reflect and give effect to the commissions of placement agents and dealers in respect of such Commercial Paper Notes, to the extent
such commissions are allocated, in whole or in part, to such Commercial Paper Notes by such CP Lender, plus (without duplication)
any and all costs and expenses of any issuing and paying agent or other Person responsible for the administration of any CP Lender’s
Commercial Paper Notes program in connection with the preparation, completion, issuance, delivery or payment of Commercial Paper
Notes issued to fund the purchase or maintenance of such Advances, plus (without duplication) any other interest and costs allocated
by such CP Lender to fund or maintain the loans associated with the funding by such CP Lender of small or odd lot amounts that
are not funded with Commercial Paper Notes; provided, however, that that if any component of such rate is a discount
rate, in calculating the “CP Rate” for such Interest Accrual Period the CP Lender shall for such component use the
rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.


 


“Credit and
Collection Policy” means the written credit policies manual of the Collateral Manager set forth on Schedule 11,
as such credit and collection policy may be as amended or supplemented from time to time in accordance with Section 5.01(m).


 


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


 


“Data File”
has the meaning specified in Section 8.09(a).


 


“Data Site”
means an electronic password protected data site maintained by the Borrower (or by the Collateral Manager on behalf of Borrower)
at Merrill Corporation, Intralinks, SyndTrak Online or any other similar electronic distribution system reasonably acceptable to
the Administrative Agent.


 




    13


     


    

 


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


 


“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 2.00% per annum; provided that such additional margin shall not be applied pursuant to this definition in any
case where it has already been applied pursuant to the definition of “Applicable Margin.”


 


“Defaulted Loan”
means any Collateral Loan:


 


(a)       with
respect to which a default as to the payment of principal and/or interest has occurred and is continuing (without regard to any
grace period applicable thereto, or waiver or forbearance thereof, after the passage of five (5) Business Days or seven (7) calendar
days, whichever is greater, but in no case beyond the passage of any grace period applicable thereto);


 


(b)       with
respect to which a default as to the payment of principal and/or interest has occurred and is continuing with respect to another
full recourse debt obligation of the same Obligor secured by the same collateral and which is senior to or pari passu with
in right of payment to such Loan (without regard to any grace period applicable thereto, or waiver or forbearance thereof, after
the passage (in the case of a default that in the Collateral Manager’s judgment, as certified to the Lender in writing, is
not due to credit-related causes) of five (5) Business Days or seven (7) calendar days, whichever is greater, but in no case beyond
the passage of any grace period applicable thereto);


 


(c)       with
respect to which the Obligor thereunder or others have instituted proceedings to have such Obligor adjudicated as bankrupt or insolvent
or placed into receivership and such proceedings have not been stayed or dismissed or such Obligor has filed for protection under
the Bankruptcy Code;


 


(d)       that
has an S&P Rating of “D” or below or “SD” or a Moody’s probability of default rating (as published
by Moody’s) of “D” or “LD” or previously had such ratings before they were withdrawn by S&P or
Moody’s (in each case based on tranche rating not corporate family rating);


 


(e)       that
is pari passu in right of payment as to the payment of principal and/or interest to another debt obligation of the same
Obligor which has an S&P Rating of “SD” or “D” or lower or a Moody’s probability of default rating
(as published by Moody’s) of “D” or “LD”; provided that both the Collateral Loan and
such other debt obligation are full recourse obligations of such Obligor;


 


(f)       with
respect to which a Responsible Officer of the Collateral Manager has received written notice or has actual knowledge that a default
has occurred under the Related Documents and any applicable grace period has expired and the holders of such Loan have accelerated
the repayment of such Loan (but only until such acceleration has been rescinded) in the manner provided in the Related Documents;


 


(g)       with
respect to which the Collateral Manager has, in its reasonable commercial judgment, otherwise declared such debt obligation to
be a “Defaulted Loan”; or


 


(h)       with
respect to which there has been effected any distressed exchange or other distressed debt restructuring where the Obligor of such
Collateral Loan has offered the holder or holders thereof a new security or package of securities that, in the reasonable business
judgment of the Collateral Manager, amounts to a diminished financial obligation.


 




    14


     


    

 


“Defaulting
Lender” means, at any time, any Lender that (a) has failed for two (2) or more Business Days after a Borrowing Date to
fund its portion of an Advance required pursuant to the terms of this Agreement (other than failures to fund as a result of a bona
fide dispute as to whether the conditions to borrowing were satisfied on the relevant Borrowing Date (which condition precedent,
together with any applicable default, has been specifically identified to the Administrative Agent in writing or in any public
statement by such Lender)), (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply
with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement
relates to such Lender’s obligation to fund an Advance hereunder and states that such position is based on such Lender’s
determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be
specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within two (2) Business Days
after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower
that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower)
or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under the Bankruptcy Code
or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, receivership, insolvency,
reorganization or similar debtor relief laws of the United States or other applicable jurisdiction, (ii) had appointed for it a
receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with
reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state
or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided that
a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender
or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result
in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments
or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm
any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting
Lender under any one or more of clauses (a) through (d) shall be conclusive and binding absent manifest error.


 


“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 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;


 




    15


     


    

 


 


(c)       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;


 


(d)       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;


 


(e)       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;


 


(f)       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)-(e), causing to be filed with the Delaware Secretary of State 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


 


(g)       in
the case of each of clauses (a) through (f) 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 Loan”
means a Collateral Loan made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority allowed
by either Section 364(c) or 364(d) of the Bankruptcy Code and fully secured by senior liens on which the related Obligor is required
to pay interest and/or principal on a current basis.


 


“Disqualified
Person” means any financial institutions or other entities that are Competitors to the Collateral Manager, Equityholder
or Borrower and are identified by name in writing delivered by the Collateral Manager to the Administrative Agent on or prior to
the Closing Date; provided that, in no event shall Disqualified Persons include any commercial bank, investment bank, insurance
company, pension plan, pension fund, pension advisory firm, mutual fund, government entity or plan or institution substantially
similar to any of the foregoing.


 




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“Disruption
Event” means the occurrence of any of the following: (a) any Lender shall have notified the Administrative Agent of the
commercially reasonable determination of 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 to fund any Advance, (b) the Administrative
Agent shall have notified the Borrower, each Lender of the inability, acting in a commercially reasonable manner, to determine
the Adjusted Eurodollar Rate, (c) the Required Lenders shall have notified the Administrative Agent of the commercially reasonable
determination by such Lenders that the rate at which deposits of Dollars are being offered to such Lenders 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, acting in a commercially reasonable manner, to obtain Dollars to make, fund or maintain
any Advance.


 


“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.


 


“Diversity
Score” means, as of any day, a single number that indicates Collateral Loan concentration in terms of both Obligor and
industry concentration, calculated as set forth in Schedule 10 hereto, as such diversity scores shall be updated at the
option of the Administrative Agent if Moody’s publishes revised criteria.


 


“Dollars”,
“USD” 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 Relevant Test Period (or other period set forth herein) and any Collateral Loan, the meaning of the
term “Adjusted EBITDA”, the term “EBITDA” or any comparable term 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, until the first testing period after
the Related Documents have been executed), together with all add-backs and exclusions as designated in such Related Documents,
and in any case that the term “Adjusted EBITDA”, the term “EBITDA” or such comparable term is not
defined in such Related Document or marketing materials, an amount, for the principal Obligor thereunder and any of its parents
or Subsidiaries that are obligated as guarantor or co-borrower 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 accordance with the Collateral Management Standard 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), and any other item the Collateral
Manager and the Administrative Agent deem to be appropriate.


 




    17


     


    

 


“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.


 


“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.


 


“Eligible
Collateral Loan” means a Collateral Loan that (1) has been approved by the Administrative Agent prior to the acquisition
thereof by the Borrower and (2) satisfies each of the following eligibility requirements on any date of determination (unless otherwise
expressly waived by the Administrative Agent):


 


(a)       is
a First Lien Loan, a Second Lien Loan or (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)       is
denominated and payable in USD and does not permit the currency in which such loan is payable or the place of payment to be changed;


 


(c)       the
Primary Obligor with respect to such Collateral Loan is organized or incorporated in the United States (or any state thereof);


 


(d)       the
Related Documents for which are governed by the laws of the United States (or any state thereof);


 


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


 


(f)        has
a Moody’s Rating of greater than or equal to Caa2 (Moody’s) and an S&P Rating of greater than or equal to CCC,
on the date of acquisition (based on tranche rating not corporate family rating);


 


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


 


(h)       was
acquired for a Purchase Price of at least 85% of its Principal Balance unless otherwise agreed to in writing by the Administrative
Agent;


 


(i)        has
a Tranche Size of at least $75,000,000 on the date such Collateral Loan is purchased by the Borrower;


 


(j)        has
at least one bid quotation from a nationally recognized independent dealer in the related loan as reported by an independent nationally
recognized pricing service;


 


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


 




    18


     


    

 


 


(l)        does
not constitute Margin Stock;


 


(m)      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 Equity Securities may be received by the Borrower in exchange for a Collateral Loan or a portion thereof
in connection with an Insolvency Event, reorganization, debt restructuring or workout of the Obligor thereof that would be considered
“received in lieu of debts previously contracted with respect to” such Collateral Loan under the Volcker Rule;


 


(n)       is
a Broadly Syndicated Loan and is not a bilateral loan;


 


(o)       is
not a Defaulted Loan and is otherwise a Collateral Loan as to which no payment default or breach in any material respect of any
other term or covenant set forth in the Related Documents exists;


 


(p)       the
related Obligor on the Loan is not insolvent and there are no proceedings pending (or, to the best knowledge of any Responsible
Officer of the Borrower or the Collateral Manager, 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;


 


(q)       the
underlying assets securing such Collateral Loan have not been used by the related Obligor (or any parent entity, subsidiary or
Affiliate thereof) in any manner or for any purpose that would result in any material risk of liability being imposed upon the
Administrative Agent, Borrower, the Collateral Manager or any Secured Party under any Applicable Law;


 


(r)        the
acquisition thereof will not violate any Applicable Law or, to the actual knowledge of a Responsible Officer of the Borrower, cause
the Administrative Agent or any Lender to fail to comply with any request or directive from any banking authority or governmental
entity having jurisdiction over the Administrative Agent or such Lender;


 


(s)       
(i) except for Permitted Liens, the Borrower has good and marketable title to, and is the sole owner of, such Collateral Loan and
the Related Security (other than the Collateral Loans and Related Security securing Collateral Loans related to the Collateral
Participation Interests, until any such Collateral Participation Interest is elevated to a full assignment) or, with respect to
any Related Security securing such Collateral Loan, the Borrower has the benefit of a valid security interest therein of the priority
required by the Related Documents free and clear of all Liens and (ii) the Borrower has granted to the Administrative Agent for
the benefit of the Secured Parties, a valid and perfected first-priority security interest in such Collateral Loan;


 


(t)       such
Collateral Loan and the Related Documents for such Collateral Loan constitute the legal, valid and binding obligations of the related
Obligor thereunder and each guarantor thereof, enforceable against such Person 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;


 


(u)       none
of the Collateral Manager, Equityholder or Apollo Investment Management, L.P. is an Affiliate of the related Obligor on such Collateral
Loan;


 




    19


     


    

 


 


(v)       provides
for a fixed amount of principal to be payable in cash no later than its stated maturity;


 


(w)      the
related Obligor on such Collateral Loan (i) is a business entity (and not a natural person) duly organized and validly existing
under the laws of its jurisdiction of organization, (ii) is a legal operating entity or holding company, and (iii) is not a governmental
entity;


 


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


 


(y)       is
capable of being transferred to and owned by the Borrower (whether directly or by means of a security entitlement) and of being
pledged, assigned or novated by the owner thereof or of an interest therein, subject to customary restrictions for assets of the
type constituting the Collateral Loans (i) to the Collateral Agent, (ii) to any assignee of the Collateral Agent permitted or contemplated
under this Agreement, (iii) to any Person at any foreclosure or strict foreclosure sale or other disposition initiated by a secured
creditor in furtherance of its security interest and (iv) to commercial banks, financial institutions, offshore and other funds
(in each case, including transfer permitted by operation of the UCC);


 


(z)       does
not contain restrictions on transfer which materially limits potential transferees, other than any such restrictions customary
for assets of the type constituting the Collateral Loans;


 


(aa)     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 Collateral Loan (subject to customary confidentiality provisions);


 


(bb)     is not a Structured
Finance Obligation, an unsecured loan, a bridge loan or a bond;


 


(cc)     does not subject
the Borrower to withholding tax, fee or governmental charge unless the Obligor is required to make “gross-up” payments
constituting 100% of such withholding tax, fee or governmental charge on an after-tax basis;


 


(dd)     is in “registered”
form and constitutes indebtedness for U.S. federal income tax purposes;


 


(ee)     the Loan File
with respect to such Collateral Loan has been delivered to the Custodian or the time period for such delivery under Section
13.03(a) has not yet expired;


 


(ff)       the audited
financial statements of the related Obligor have been delivered to the Administrative Agent in accordance with Section 5.01(d)(iv);


 


(gg)     the acquisition
of such loan will not cause (x) the Borrower or the pool of Collateral to be required to register as an “investment company”
under Section 8 of the Investment Company Act or (y) cause the Lenders to hold an “ownership interest” in a “covered
fund” under the Volcker Rule;


 


(hh)     is not a letter
of credit (other than a Revolving Collateral Loan that includes a letter of credit sub-facility as long as the Borrower is not
the letter of credit issuer with respect thereto);


 


(ii)       is
not a Participation Interest (other than the Closing Date Participation Interests);


 




    20


     


    

 


(jj)       the Borrower
has all necessary Governmental Authorizations and Private Authorizations necessary to purchase and own such Collateral Loan and
enter into the Related Documents with respect to such Collateral Loan;


 


(kk)     contains no
rights of first refusal, rights of first offer, last looks, drag along rights or tag along rights (in each case however designated
or defined, and whether in the Related Documents governing such obligation, in any intercreditor agreement or agreement among lenders
relating to such obligation or otherwise) exist in favor of any other holder of such obligation or any other Person;


 


(ll)       requires the
related Obligor to comply with one or more Maintenance Covenants (other than Covenant Lite Loans);


 


(mm)   provides for
scheduled payments of interest in cash at least semi-annually;


 


(nn)     all information
provided by the Borrower or the Collateral Manager to the Administrative Agent in writing with respect to such Collateral Loan
is true and correct in all material respects as of the date such information is provided; provided that, to the extent any
such information was furnished to the Borrower or the Collateral Manager, as applicable, by a related obligor or any other third
party, such information is true and correct to the knowledge (after due inquiry under the circumstances) of the Responsible Officers
of the Borrower or of the Collateral Manager, as applicable;


 


(oo)     is
not (i) underwritten as a real estate loan or principally secured by real property; (ii) a construction loan, or (iii) a project
finance loan; and


 


(pp)     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 (ii) in the case of a Closing Date Participation Interest, the Closing
Date Participation Agreement;


 


“Eligible
Investments” means any Dollar-denominated investment that, at the time it is Delivered, is Cash or money market
funds that have, at all times, ratings in the highest credit rating category by Moody’s and S&P (based on tranche rating
not corporate family rating).


 


“Enforcement
Action” means the commencement of any enforcement action against, or the taking of possession or control of, or the exercise
of any remedies with respect to, the Collateral or any portion thereof.


 


“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 Official Body, 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.


 




    21


     


    

 


“Equity Coverage
Deficiency” means, as of any date of determination, an amount equal to the positive difference, if any, of (a) the Equity
Coverage Requirement and (ii) the Net Equity Amount.


 


“Equity Coverage
Requirement” means, as of any date of determination, an amount equal to the aggregate sum, for all Eligible Collateral
Loans, of the product of (a) (i) (100% - the applicable Advance Rate for each such Eligible Collateral Loan) minus (ii)
5% for each such Eligible Collateral Loan as of such date multiplied by (b) the sum of (i) the Original Asset Value of such
Eligible Collateral Loan (including any premium paid by the Borrower in connection with the purchase thereof) minus (ii)
the Excess Concentration Amount of such Eligible Collateral Loan.


 


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


 


“Equityholder”
means CION Investment Corporation.


 


“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 and the regulations promulgated and rulings issued thereunder.


 


“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.


 


“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.


 




    22


     


    

 


“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
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” has the meaning assigned to such term in Section 6.01.


 


“Excess Concentration
Amount” means, at any time in respect of which any one or more of the Concentration Limitations are exceeded, the portions
(calculated without duplication) of each Collateral Loan that cause such Concentration Limitations to be exceeded, as calculated
by the Collateral Manager and certified to as required hereunder.


 


“Excess Interest
Proceeds” means, on any date of determination, the excess of (1) amounts then on deposit in the Collection Account representing
Interest Proceeds over (2) the sum of (x) the projected amounts required to be paid pursuant to Sections 9.01(a)(i)(A) through
(H) on the next succeeding Payment Date or the Final Maturity Date, as applicable, minus (y) any Other Interest Proceeds
distributed during the related Interest Accrual Period pursuant to Section 5.02(r), as determined by the Borrower (in the
case of clause (1) and clause (2)) in good faith and in a commercially reasonable manner and, in the case of clause
(1), verified by the Collateral Agent and, in the case of clause (2), verified by the Administrative Agent (which verification
shall be deemed to be given upon the written confirmation of the Administrative Agent to a Permitted Tax Distribution).


 


“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
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(g)) 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(f), and (d) U.S. federal withholding Taxes imposed by FATCA.


 




    23


     


    

 


“Facility
Amount” means during the Reinvestment Period, $350,000,000 (as such amount may be reduced from time to time pursuant
to Section 2.06); provided that following the Commitment Termination Date, the Facility Amount will equal the Advances Outstanding
as of the applicable date of determination.


 


“Facility
Documents” means this Agreement, the Notes, the Account Control Agreement, the Administrative Agent Fee Letter, the Collateral
Administration and Agency Fee Letter, the Closing Date Participation Agreement and any other security agreements and other instruments
entered into or delivered by or on behalf of the Borrower in favor of the Administrative Agent or any Lender from time to time
pursuant to this Agreement.


 


“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 and any agreements entered into pursuant to Section 1471(b)(1) of the Code and an applicable
intergovernmental agreement implementing any of the foregoing.


 


“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.


 


“Fee Basis
Amount” means, for any Payment Date, the quotient of (a) the sum on each day during the related Interest Accrual Period
of (i) the Aggregate Principal Balance of all Eligible Collateral Loans plus (ii) the Principal Proceeds and Eligible Investments
made with Principal Proceeds on deposit in the Collection Account, divided by (b) the number of days during such Interest
Accrual Period.


 


“Final Maturity
Date” means the earliest to occur of (i) the date designated by the Borrower (or the Collateral Manager on its behalf)
as the Final Maturity Date upon not less than ten (10) Business Days’ prior notice to the Administrative Agent, the Collateral
Agent, the Lenders, the Collateral Administrator and the Custodian; (ii) the first anniversary of the Commitment Termination Date;
and (iii) the date on which the Administrative Agent provides notice of the declaration of the Final Maturity Date after the occurrence
and during the continuance of an Event of Default; provided, that, in the case of the foregoing clauses (i) and (ii),
if such day is not a Business Day, then the Final Maturity Date shall be the next succeeding Business Day.


 


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


 


“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. on the date of determination or as soon as practicable thereafter.


 




    24


     


    

 


“First Lien
Loan” means any Collateral Loan 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 perfected Lien in, to or on specified collateral securing the Obligor’s obligations under
such Collateral Loan (whether or not such Collateral Loan is also secured by any lower priority Lien on other collateral) subject
to customary Liens; (iii) is secured, pursuant to such first-priority perfected Lien, by collateral having a value (determined
in good faith by the Collateral Manager in accordance with the Collateral Management Standard) not less than the outstanding Principal
Balance of such Collateral 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 good faith judgment at
the time the Collateral 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 Collateral 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 Collateral 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, liquidity coverage or other
similar rules, in each case, so long as (x) such subsidiary does not have any indebtedness (other than current accounts payable
in the ordinary course of business, capitalized leases or other similar indebtedness payable in the ordinary course of business)
or 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.


 


“Fixed Rate
Obligation” means any Collateral Loan that bears a fixed rate of interest.


 


“Floor Obligation”
means, as of any date:


 


(a)       a
Collateral Loan (i) for which the Related Documents provides for a Libor rate option and that such Libor rate is calculated as
the greater of a specified “floor” rate per annum and the London interbank offered rate for the applicable Interest
Accrual Period and (ii) that, as of such date, bears interest based on such Libor rate option, but only if as of such date the
London interbank offered rate for the applicable Interest Accrual Period is less than such floor rate; and


 


(b)       a
Collateral Loan (i) for which the Related Documents provides for a base or prime rate option and such base or prime rate is calculated
as the greater of a specified “floor” rate per annum and the base or prime rate for the applicable Interest Accrual
Period and (ii) that, as of such date, bears interest based on such base or prime rate option, but only if as of such date the
base or prime rate for the applicable Interest Accrual Period is less than such floor rate.


 




    25


     


    

 


“Fundamental
Amendment” means any amendment, modification, waiver or supplement (as determined by the Required Lenders) of or to this
Agreement that would (a) increase or extend the term of the Commitments 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 scheduled payment
of principal or the amount of any other payment due to any Lender, (d) reduce the rate at which interest is payable thereon
or any fee is payable hereunder (other than any waiver or rescission of the Default Rate), (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, for purposes of Sections 9.01 or 12.01(b), alter any defined term or alter any other
provision of this Agreement to the extent such alteration would alter the order of application of proceeds or the pro rata sharing
of payments required thereby, (g) modify the definitions of the terms “Required Lenders” or “Fundamental Amendment”
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, (h) extend the Reinvestment Period, (i) modify the definition of the term “Concentration
Limits” or any defined terms used in such definition that has the effect of reducing the Excess Concentration Amount, (j)
modify the definition of the term “Eligible Collateral Loan” that has the effect of making such eligibility criteria
less restrictive, (k) modify the definition of the term “Borrowing Base” in a manner that would have a material adverse
effect on the calculation thereof or (l) modify the definitions of the terms “Collateral Quality Test,” “Equity
Coverage Test,” “Minimum Equity Test” or “Minimum Diversity Score Test” or any defined terms used
in calculating such terms.


 


“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.


 


“Incurrence
Covenant” means a covenant by any Obligor to comply with one or more financial covenants only upon the occurrence of
certain actions of such Obligor, including a debt issuance, dividend payment, share purchase, merger, acquisition or divestiture.


 


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


 




    26


     


    

 


“Independent
Manager” means a trustee 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, 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 managers, another
nationally-recognized company, in each case that is not an Affiliate of the Borrower and that provides professional independent
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), customer, advisor, supplier, 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, (D) any Affiliate of the Equityholder or
the Collateral Manager, or (E) any Affiliate of any principal of the Equityholder or the Collateral Manager (other
than his or her service as an Independent Manager or independent director or independent manager, as applicable, of the Borrower
or any of its Affiliates that are structured to be special purpose entities), (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, partner, member, manager, Affiliate, supplier, employee, officer or director (other
than in connection with his or her service as an Independent Manager or independent director or independent manager, as applicable,
of the Borrower or any of its Affiliates that are structured to be special purpose entities), (iv) a trustee, conservator
or receiver for the Equityholder or any Affiliate (other
than an Independent Manager or independent director or independent manager, as applicable, of the Borrower or any of its Affiliates
that are structured to be special purpose entities) or (v) affiliated with a tax-exempt entity that receives significant
contributions from the Equityholder, the Collateral Manager or any of their Affiliates (other
than in connection with his or her service as an Independent Manager or independent director or independent manager, as applicable,
of the Borrower or any of its Affiliates that are structured to be special purpose entities); 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 Collateral Loan”.


 


“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.


 




    27


     


    

 


“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:


 


	 	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 but excluding the first Payment Date and (b) with
respect to any subsequent Payment Date, the period from and including the preceding Payment Date to but excluding such Payment
Date; provided, that the final Interest Accrual Period hereunder shall end on and include the day of the Payment in Full
of the Advances hereunder.


 


“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), less any such amount that represents Principal Financed Accrued Interest;


 


(b)       all
principal and interest payments received by the Borrower during such Collection Period on Eligible Investments purchased with Interest
Proceeds;


 


(c)       all
amendment and waiver fees, late payment fees (including compensation for delayed settlement or trades but not including any fees
related to the extension of maturity), and all protection fees and other fees and commissions received by the Borrower (except
for those in connection with a Material Modification of the related Collateral Loan) during such Collection Period unless the Collateral
Manager has certified to the Administrative Agent, the Collateral Administrator and the Collateral Agent 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 certified to the Administrative Agent, the Collateral Administrator and the Collateral Agent
in its sole discretion that such payments are to be treated as Principal Proceeds.


 


Any amounts received
in respect of any Defaulted Loan will constitute Principal Proceeds (and not Interest Proceeds) until the aggregate of all Collections
in respect of such Defaulted Loan since it became a Defaulted Loan equals the outstanding principal balance of such Collateral
Loan at the time it became a Defaulted Loan; thereafter, any such amounts will constitute Interest Proceeds.


 


“Interest
Rate” means, for any Interest Accrual Period and for each Advance outstanding (a) to the extent the relevant Lender is
a CP Lender that is funding the applicable Advance or portion thereof through the issuance of Commercial Paper Notes, for each
day during such Interest Accrual Period, the CP Rate for such Interest Accrual Period plus the Applicable Margin or (b)
to the extent the relevant Lender is not funding the applicable Advance or portion thereof through the issuance of Commercial Paper
Notes, for each day during such Interest Accrual Period, the Adjusted Eurodollar Rate for such Interest Accrual Period plus the
Applicable Margin; provided that if a 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), “Interest Rate” means the Base
Rate plus the Applicable Margin.


 




    28


     


    

 


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


 


“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 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 Accrual
Period, for Dollar deposits (for delivery on the first day of such Interest Accrual Period) with a term equivalent to three 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 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 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.


 


“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).


 




    29


     


    

 


“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) and Section 15.09(a), as applicable.


 


“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 Advances Outstanding” means the Advances Outstanding as of the Commitment Termination Date.


 


“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 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 the Mandatory Amortization Advances Outstanding set forth opposite
such Payment Date.


 


	Payment
    Date	Percentage
    of Mandatory Amortization

Advances Outstanding
	Payment Date falling nearest the six-month anniversary of the Commitment Termination Date	50.00%
	Final Payment Date	0.00%


 


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


 


“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 or the Equityholder, (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.


 


“Material
Modification” means, with respect to any Collateral Loan, any amendment, waiver, consent or modification of, or supplement
to or inaction with, a Related Document with respect thereto executed or effected after the date on which such Collateral Loan
is acquired by the Borrower, that (unless otherwise consented to by the Administrative Agent prior to or after the effective date
of any such amendment, waiver, consent or modification):


 




    30


     


    

 


(a)       (i)
reduces, defers or forgives any principal amount due with respect to such Collateral Loan or provides for any such principal amount
to be deferred or capitalized and added to the principal amount of such Collateral Loan (other than any deferral or capitalization
already permitted by the terms of the Related Documents as of the date such Collateral Loan was acquired), (ii) reduces, waives
or forgives any interest payment due with respect to such Collateral Loan, provides for any such interest to be deferred or capitalized
and added to the principal amount of such Collateral Loan (other than any deferral or capitalization already permitted by the terms
of the Related Documents as of the date such Collateral Loan was acquired), (iii) reduces the rate of interest payable on such
Collateral Loan or (iv) extends, delays or waives any scheduled principal installment, any mandatory prepayment of principal or
the stated maturity date of such Collateral Loan;


 


(b)       (i)
in the case of a First Lien Loan, contractually or structurally subordinates such Collateral Loan by operation of a priority of
payments, turnover provisions, the transfer of assets in order to limit recourse to the related Obligor or the granting of Liens
(other than “Permitted Liens” or any comparable terms or provisions in the Related Documents related to “Permitted
Liens” for such Eligible Collateral Loan) on any of the collateral securing such Collateral Loan, (ii) in the case of Second
Lien Loan, (x) contractually or structurally subordinates such Collateral Loan to any obligation (other than any loan which existed
on the date the Borrower acquired such Collateral Loan, which is senior to such Collateral Loan) by operation of a priority of
payments, turnover provisions, the transfer of assets in order to limit recourse to the related Obligor or the granting of Liens
(other than “Permitted Liens” or any comparable terms or provisions in the Related Documents related to “Permitted
Liens” for such Eligible Collateral Loan) on any of the collateral securing such Collateral Loan or (y) increases the commitment
amount of any loan senior or pari passu with such Collateral Loan or (iii) in the case of any Collateral Loan, permits the
Obligor thereof to incur any additional debt which was not previously permitted or in place as of the date the Borrower acquired
such Collateral Loan, which is senior to or pari passu with such Collateral Loan;


 


(c)       substitutes,
alters, releases or terminates all or any material portion of the underlying assets or any Obligor or guarantor with respect thereto
securing such Collateral Loan;


 


(d)       amends,
waives, forbears, supplements or otherwise modifies (x) the meaning of “Senior Net Leverage Ratio,” “Leverage
Ratio,” “EBITDA,” “Cash Interest Coverage Ratio,” solely with respect to Collateral Loans that are
not First Lien Loans, “Total Net Leverage Ratio,” or “Permitted Liens” or any respective comparable terms
in the Related Documents for such Collateral Loan, (y) any term or provision of such Related Documents referenced in or utilized
in the calculation of any financial covenant, including “Senior Net Leverage Ratio,” “Leverage Ratio,”
“EBITDA,” “Cash Interest Coverage Ratio,” “Total Net Leverage Ratio” (only with respect to
Collateral Loans that are not First Lien Loans) or “Permitted Liens” or, solely with respect to Collateral Loans that
are not First Lien Loans, “Total Net Leverage Ratio” or, in each case any respective comparable terms for such Collateral
Loan or (z) any default or event of default under the Related Documents of such Collateral Loan or any failure, occurrence or circumstance
that would have caused a default or event of default under the Related Documents of such Collateral Loan or a material adverse
effect on the collectability of such Collateral Loan, in each case under this subclause (z), that is materially adverse
to the interests of the Lenders, as determined by the Administrative Agent in its sole discretion;


 


(e)       results
in any change in the currency or composition of any payment of interest or principal to any currency other than that in which such
Collateral Loan was originally denominated;


 




    31


     


    

 


(f)       results
in any less financial information (in any material respect) in respect of reporting frequency, scope or otherwise being provided
with respect to the related Obligor or reduces the frequency or total number of any appraisals required thereunder; or


 


(g)       any
other modification to such Collateral Loan (or the Related Documents for such Collateral Loan) or permitting a modification to
the outstanding indebtedness of the underlying Obligor, in either case, which, in the absolute discretion of the Administrative
Agent, is material to the value of such Collateral Loan;


 


provided
that the Borrower (or the Collateral Manager on its behalf) shall be permitted, in accordance with the Collateral Management Standard,
to reduce one or more interest payments, extend, waive or postpone any date fixed for any scheduled payment of principal (including
at maturity) or waive, extend or reduce any mandatory prepayment of principal on a Collateral Loan, in each case, in connection
with a re-pricing, refinancing or request reflecting market terms then existing at such time (as certified by the Collateral Manager)
or otherwise at the request of the Obligor and not in connection with financial or operational difficulties affecting, or the credit
deterioration of, the related Obligor (any of the foregoing, a “Permitted Amendment”), in each case, without
such modification constituting a Material Modification hereunder so long as (x) after giving effect to such modification, each
Collateral Quality Test is satisfied (or, if not satisfied, the level of compliance with such Collateral Quality Test is maintained
or improved), (y) such modification is not made to avoid (or does not have the effect of avoiding) classification of such Collateral
Loan as a Defaulted Loan, and (z) the Borrower (or the Collateral Manager on its behalf) shall have delivered to the Administrative
Agent (1) an updated underwriting and credit memo prepared by the Collateral Manager with respect to such Collateral Loan in accordance
to Section 5.01(d)(xi), (2) a duly completed Borrowing Base Calculation Statement, (3) each of the Required Loan Documents
for such Collateral Loan and (4) the most recent monthly and quarterly financials for such Obligor and the information required
pursuant to Section 5.01(d)(vi).


 


“Maximum Moody’s
Weighted Average Rating Factor Test” means a test that will be satisfied on any date of determination if the Weighted
Average Moody’s Rating Factor of the Eligible Collateral Loans as of such date is less than or equal to 3490.


 


“Maximum Weighted
Average Life Test” means a test that will be satisfied on any date of determination if the Weighted Average Life of the
Eligible Collateral Loans as of such date is less than or equal to 5.0 years.


 


“Measurement
Date” means (a) the Closing Date, (b) each Borrowing Date, (c) each Determination Date, (d) each Monthly Report Determination
Date, (e) the date on which a Collateral Loan is acquired or disposed of by the Borrower, (f) the date that the Asset Value of
any Collateral Loan is adjusted, (g) any date the Commitments of the Lenders are reduced pursuant to Section 2.06(b), (h)
the date of each Notice of Borrowing, (i) the last day of each calendar month, (j) the Commitment Termination Date, (k) with respect
to the Coverage Tests and the Net Equity Amount, each Business Day and (l) any other dates reasonably requested by the Borrower
or the Administrative Agent.


 


“Minimum Diversity
Score Level” means a Diversity Score of 20.


 


“Minimum Diversity
Score Test” means a test that will be satisfied on any date of determination if the Diversity Score as of such date equals
or exceeds the Minimum Diversity Score Level.


 




    32


     


    

 


“Minimum Equity
Amount” means, on any date of determination, an amount equal to the greater of (a) the sum of the Original Asset Values
of the Eligible Collateral Loans representing the four (4) largest Eligible Collateral Loans (by Asset Value) owned by the Borrower
at such time and (b) $35,000,000.


 


“Minimum Equity
Test” means a test that will be satisfied if, on any date of determination, the Net Equity Amount exceeds the Minimum
Equity Amount at such time.


 


“Minimum Weighted
Average Spread Test” means a test that will be satisfied on any date of determination if the Weighted Average Spread
(inclusive of any LIBOR floors in respect of Floor Obligations that are Eligible Collateral Loans) equals or exceeds 4.00%.


 


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


 


“Monthly Report”
has the meaning specified in Section 8.09(a).


 


“Monthly Report
Determination Date” has the meaning specified in Section 8.09(a).


 


“Monthly Reporting
Date” has the meaning specified in Section 8.09(a).


 


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


 


“Moody’s
Industry Classification” means the industry classifications set forth in Schedule 5, as such industry classifications
shall be updated at the option of the Administrative Agent if
Moody’s publishes revised industry classifications.


 


“Moody’s
Rating” means, with respect to any Collateral Loan, the public rating issued by Moody’s (based on tranche rating
not corporate family rating).


 


“Moody’s
Rating Factor” means, for each Collateral Loan, the number set forth in the table below opposite the Moody’s default
probability rating (determined using then-current market methodology, which, for the avoidance of doubt, permits a derived rating
from S&P; provided that if ratings for such Collateral Loan exist from both Moody’s and S&P, but such ratings correspond
to different Moody’s Rating Factors separated by at least two subcategories set forth in the table below, the Moody’s
Rating Factor for such Collateral Loan shall be (x) the Moody’s Rating Factor subcategory that corresponds to the midpoint
between such two values or (y) if the midpoint does not correspond to a Moody’s Rating Factor subcategory set forth in the
table below, the Moody’s Rating Factor that is one subcategory lower than the midpoint between such two values) of such Collateral
Loan (based on tranche rating not corporate family rating):


 


	Moody’s Default

Probability Rating	Moody’s Rating

Factor	Moody’s Default

Probability Rating	Moody’s Rating

Factor
	Aaa	1	Ba1	940
	Aa1	10	Ba2	1,350
	Aa2	20	Ba3	1,766
	Aa3	40	B1	2,220
	A1	70	B2	2,720
	A2	120	B3	3,490
	A3	180	Caa1	4,770
	Baa1	260	Caa2	6,500
	Baa2	360	Caa3 or lower	10,000
	Baa3	610	 	 


 




    33


     


    

 


“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, on any date of determination, an amount equal to the sum of (i) the sum of the Asset Values of all Eligible
Collateral Loans, plus (ii) the amounts on deposit in or credited to the Collection Account, minus (iii) the Advances
Outstanding minus (iv) all other Obligations due and owing on such date. The Net Equity Amount shall be recalculated by
the Collateral Manager and delivered to the Borrower and the Administrative Agent on each Measurement Date.


 


“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(f)(i)(B).


 


“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 A 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(a).


 


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


 


“Obligations”
means all indebtedness and all other amounts owed, 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 solely to the extent arising 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, Administrative Expenses and all other amounts payable hereunder or thereunder by the Borrower.


 


“Obligor”
means, in respect of any Collateral Loan, any Person 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).


 


“Official
Body” means any nation or government, any state or other political subdivision thereof, or any agency, authority, regulatory
body, bureau, central bank, commission, department or instrumentality of any such government or political subdivision, any court,
tribunal, grand jury or arbitrator, or any other body or entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, in each case whether foreign or domestic.


 




    34


     


    

 


“Original
Asset Value” means, with respect to any Collateral Loan at any date of determination, (i) the Purchase Price of such
Collateral Loan on the date such Collateral Loan is or was acquired (or committed to be acquired) by the Borrower multiplied by
(ii) such Collateral Loan’s Principal Balance at such date of determination (which shall be determined exclusive of accrued
interest and premium).


 


“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 Interest
Proceeds” means, on any date of determination, the excess of (1) amounts then on deposit in the Collection Account representing
Interest Proceeds over (2) the sum of the projected amounts required to be paid pursuant to Sections 9.01(a)(i)(A) through
(H) on the next succeeding Payment Date or the Final Maturity Date, as applicable, as determined by the Borrower (in the
case of clause (1) and clause (2)) in good faith and in a commercially reasonable manner and, in the case of clause
(1), verified by the Collateral Agent and, in the case of clause (2), verified by the Administrative Agent (which verification
shall be deemed to be given upon the written confirmation of the Administrative Agent to a Permitted Tax Distribution).


 


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


 


“Paid in Full”
or “Payment in Full” means, with respect to any Obligations (a) 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) and (b) the termination
or expiration of all of the Commitments.


 


“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 the
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 Revolving Collateral Loan or 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).


 




    35


     


    

 


“Payment Date”
means the 15th day of each March, June, September and December, beginning on June 15, 2017. The Final Maturity Date shall also
be a Payment Date.


 


“Payment Date
Report” has the meaning specified in Section 8.09(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.


 


“Permitted
Amendment” has the meaning specified in the definition of “Material Modification.”


 


“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 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
Tax Distribution” means distributions to the Equityholder from the Collection Account to the extent necessary to allow
the Equityholder to make sufficient distributions to qualify as a regulated investment company under the Code, and to otherwise
eliminate federal or state income or excise taxes payable by the Equityholder in or with respect to any taxable year of the Equityholder
(or any calendar year, as relevant); provided that (A) the amount of any such payments made in or with respect to any such
taxable year (or calendar year, as relevant) of the Equityholder shall not exceed an amount reasonably demonstrated by the Borrower
and confirmed by the Administrative Agent (such confirmation not to be unreasonably withheld or delayed) to be in excess of the
amount of taxable income attributed to Borrower’s assets as determined under the Code (less any other distributions from
Borrower to the Equityholder during such taxable year of the Equityholder (or any calendar year, as relevant) and (B) amounts may
be distributed pursuant to this definition only from Excess Interest Proceeds and so long as (i) after giving effect to such distribution,
the Borrowing Base Test is satisfied, (ii) no Default or Event of Default is occurring or continuing, (iii) the Borrower gives
prior written notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Administrator on or before the
Determination Date preceding the applicable Payment Date, and (iv) the Administrative Agent confirms in writing (which may be by
email) to the Collateral Agent and the Collateral Administrator that the conditions for a Permitted Tax Distribution set forth
herein are satisfied.


 




    36


     


    

 


“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 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.


 


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


 


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


 


“Prepayment
Fee Rate” means a rate equal to (x) 0.75% if the Facility Amount is reduced or terminated on or prior to the one-year
anniversary of the Closing Date or (y) 0.50% if the Facility Amount is reduced or terminated on or prior to the two-year anniversary
of the Closing Date; provided that notwithstanding the foregoing, the Prepayment Fee Rate otherwise applicable shall be
reduced by 12.5 basis points if, during any Collection Period, the Administrative Agent rejects five (5) or more Collateral Loans
that otherwise satisfy the eligibility criteria set forth in the definition of “Eligible Collateral Loan” hereunder
and meet the following conditions: (A) such loan is a First Lien Loan, (B) such loan has a Moody’s Rating of B2 or higher
and an S&P rating of B or higher, (C) such loan has an outstanding Tranche Size of at least $250,000,000 on the date of purchase
by the Borrower, (D) such loan is the subject of at least five bid quotations from nationally recognized independent dealers in
the related loan as reported by an independent nationally recognized pricing service on any date of determination, (E) such loan
is acquired at a purchase price of at least 95% of par, and (F) transfers of the loan may be effected pursuant to the Standard
Terms and Conditions for Par/Near Par Trade Confirmations as published by The Loan Syndications and Trading Association, Inc. on
the date such loan is proposed to be purchased by the Borrower.


 


“Primary Obligor”
means, with respect to a Collateral Loan, the person who is primarily obligated to repay such Collateral Loan (including, if applicable,
a guarantor thereof), and whose assets or cash flow are principally relied upon by the Borrower at the time such Collateral Loan
was originated or purchased by the Borrower as the source of repayment of such Collateral Loan.


 


“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 or Revolving Collateral Loan, any unfunded commitments in respect of such Delayed Drawdown Collateral Loan or Revolving Collateral
Loan shall be assumed to have been fully funded as of such date of determination.


 




    37


     


    

 


“Principal
Financed Accrued Interest” means, with respect to any Collateral Loan purchased after the Closing Date, the amount of
Principal Proceeds, if any, applied towards the purchase of accrued interest on such Collateral Loan; provided that Principal
Financed Accrued Interest shall not include any accrued interest purchased with Interest Proceeds deemed to be Principal Proceeds
as set forth in the definition of “Interest Proceeds;” provided, further, that once any Principal Financed
Accrued Interest is actually received by the Borrower, it shall no longer constitute Principal Financed Accrued Interest hereunder.


 


“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, including unapplied proceeds of the Advances and
any amounts received by the Borrower as equity contributions (unless, in the case of any such equity contribution, designated as
Interest Proceeds by the Collateral Manager pursuant to Section 10.05).


 


“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.


 


“Program Manager”
means the investment manager or administrator of a CP Conduit, as applicable.


 


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


 


“Proper Instructions”
means instructions 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 (expressed as a percentage of par) by the
Borrower to purchase such Collateral Loan.


 


“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), (i) that has either (A)
a long-term unsecured debt rating of “BBB” or better by S&P and “A3” 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 “BBB”
or better by S&P and “A3” 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.


 


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


 




    38


     


    

 


“Reference
Lenders” means up to two Lenders (or, if fewer than two Lenders are so listed, up to two banks of recognized standing
in international lending markets) listed in Schedule I of the Bank Act (Canada) designated as such by the Administrative Agent
from time to time.


 


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


 


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


 


“Reinvestment
Period” means the period from and including the Closing Date to and including the earlier of (a) March 29, 2021; and
(b) the Final Maturity Date.


 


“Related Documents”
means, with respect to any Collateral Loan, the Underlying Loan Agreement, any Underlying Note, and all other agreements or documents
evidencing, securing, governing or giving rise to such Collateral Loan.


 


“Related CP
Issuer” means a multi-seller commercial paper conduit that issues commercial paper, the proceeds of which are loaned
to or are otherwise the CP Lender's source of funding for the CP Lender's acquisition or maintenance of its funding obligations
hereunder.


 


“Related Loan”
means any Collateral Loan where any Affiliate of the Borrower, Collateral Manager, or Equityholder owns a Revolving Collateral
Loan or Delayed Drawdown Collateral Loan pursuant to the same Related Documents; provided that any such asset will cease
to be a Related Loan once all commitments by such Affiliate of the Borrower, Collateral Manager, or Equityholder to make advances
or fund such Revolving Collateral Loan or Delayed Drawdown Collateral Loan, as applicable, to the related Obligor expire or are
irrevocably terminated or reduced to zero.


 


“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, all Warrant Assets with respect to such
Collateral Loan 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)           all
Warrant Assets and any Related Property securing a Collateral Loan, all payments paid to the Borrower in respect thereof and all
monies due, to become due and paid to the Borrower in respect thereof accruing after the applicable Borrowing Date 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);


 




    39


     


    

 


(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.


 


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


 


“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(c).


 


“Required
Lenders” means, as of any date of determination, Lenders whose aggregate principal amount of Advances Outstanding plus
unused Commitments aggregate more than 50% of the aggregate amount of the Commitments (used and unused) or, if the Commitments
have expired or been terminated or otherwise reduced to zero, the aggregate principal amount of all Advances Outstanding; provided,
however, that if any Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination
of Required Lenders any Advances owing to such Defaulting Lender and such Defaulting Lender’s unfunded Commitments.


 


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


 


		(a)	other than in the case of a Closing Date Participation until the elevation thereof to an assignment,
an executed copy of the assignment from the prior owner to the Borrower, if applicable, for such Collateral Loan;



 


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



 




    40


     


    

 


		(c)	an executed copy of the Underlying Loan Agreement or any other material agreement related to such
Collateral Loan (as determined by the Collateral Manger in its reasonable discretion), together with a copy of all amendments and
modifications thereto;



 


		(d)	a Document Checklist; and



 


		(e)	other than in the case of a Closing Date Participation, the funding memo in respect of the Collateral
Loan.



 


“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, president, executive vice president, treasurer,
chief financial officer, secretary, or vice president, (b) without limitation of clause (a), in the case of a limited partnership,
a 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), in the case of a limited liability company that, pursuant to its Constituent Documents,
does not have officers, any Responsible Officer of the sole member, administrative manager or managing member, acting on behalf
of the sole member, administrative manager or managing member in its capacity as sole member, administrative manager 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,
(f) in the case of the Administrative Agent, an officer of the Administrative Agent, responsible for the administration of this
Agreement, (g) in the case of a Lender, an “authorized signatory” or “authorized officer” of such
Lender that has been so authorized pursuant to customary corporate or similar proceedings and that has responsibilities commensurate
with the matter for which such “authorized signatory” or “authorized officer” is acting as a Responsible
Officer on behalf of such Lender and (h) in the case of the Collateral Agent, the Custodian, the Collateral Administrator or the
Securities Intermediary, any officer within U.S. Bank National Association’s corporate trust group (or any successor group),
as applicable, authorized to act for and on behalf of the Collateral Agent, Custodian, the Collateral Administrator or the Securities
Intermediary, as applicable, including any vice president, assistant vice president or officer of the Collateral Agent, the Custodian,
the Collateral Administrator or the Securities Intermediary customarily performing functions similar to those performed by the
persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred within U.S. Bank
National Association’s corporate trust group (or any successor group), because of such person’s knowledge of and familiarity
with the particular subject and in each case having direct responsibility for the administration of this Agreement.


 


“Restricted
Payment” means (i) any dividend or other distribution, direct or indirect, on account of any class of membership interests
of the Borrower now or hereafter outstanding, except a dividend or distribution paid solely in interests of that class of membership
interests or in any junior class of membership interests of the Borrower; (ii) any redemption, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any class of membership interests of the Borrower now
or hereafter outstanding, and (iii) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of,
any outstanding warrants, options or other rights to acquire membership interests of the Borrower now or hereafter outstanding.


 




    41


     


    

 


“Retained
Interest” means (i) with respect to any Collateral Loan, (a) all duties, obligations and liabilities of the agent or
seller thereunder, including payment and indemnity obligations, (b) all obligations of agents, trustees, servicers, administrators
or other persons under the documentation evidencing such Collateral Loan, and (c) if any portion of the indebtedness related to
such Collateral Loan is owned by another lender or is being retained by seller in the interests, rights and obligations under such
documentation to the extent they relate to such portion and (ii) with respect to any Collateral Loan with an unfunded commitment,
all obligations not attributable to the Borrower to provide additional funding, contributions, payments or credits.


 


“Revolving
Collateral Loan” means any Collateral Loan (other than a Delayed Drawdown Collateral Loan) that is a loan (including
revolving loans, including funded and unfunded portions of revolving credit lines and letter of credit facilities, unfunded commitments
under specific facilities and other similar loans and investments) that by its terms may require one or more future advances to
be made to the related Obligor by the Borrower; provided that any such Collateral Loan will be a Revolving Collateral Loan
only until all commitments to make advances to the Obligor expire or are terminated or irrevocably reduced to zero.


 


“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, the public rating issued by S&P (based on tranche rating not corporate family rating).


 


“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 Amendment
Effective Date” means March 14, 2019.


 


“Second Lien
Loan” means any Collateral 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 (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);


 




    42


     


    

 


(ii)      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);


 


(iii)     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; 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 good faith 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).


 


“Secured Parties”
means the Administrative Agent, the Custodian, the Collateral Administrator, the Collateral Agent, 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. Initially, the Securities Intermediary
shall be U.S. Bank National Association.


 


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


 


“Senior Net
Leverage Ratio” means, with respect to any Collateral Loan and the related Obligor, either (a) the meaning of “Senior
Net Leverage Ratio” or comparable term set forth in the Related Documents for such Collateral Loan, or (b) in the case of
any Collateral Loan with respect to which the Related Documents do not include a definition of “Senior Net Leverage Ratio”
or comparable term, the ratio obtained by dividing (i) the indebtedness (including the full drawn but not the undrawn amount of
any revolving and delayed draw indebtedness) of the related Obligor (other than indebtedness of such Obligor that is junior in
terms of payment or lien subordination to indebtedness of such Obligor held by the Borrower) as of such date, minus the
Unrestricted Cash of such Obligor as of such date by (ii) EBITDA of such Obligor for any period, as calculated by the Collateral
Manager in accordance with the Collateral Management Standard.


 


“Separateness
Provisions” means the provisions contained in Sections 3 and 5(e) of the Amended and Restated Trust Agreement of the
Borrower.


 


“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.


 




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“Standard
First Lien Loan” means, as of any date of determination, an Eligible Collateral Loan that satisfies each of the following
criteria on such date:


 


		(a)	Such Collateral Loan is a First Lien Loan;



 


		(b)	Such Collateral Loan has a Moody’s Rating of B3 or higher and an S&P Rating of B- or
higher by S&P;



 


		(c)	Such Collateral Loan has an outstanding Tranche Size of at least $125,000,000 on the date such
Collateral Loan is purchased by the Borrower;



 


		(d)	Such Collateral Loan is the subject of at least two bid quotations from nationally recognized independent
dealers in the related loan as reported by an independent nationally recognized pricing service on any date of determination; and



 


		(e)	Transfers of the Collateral Loan may be effected pursuant to the Standard Terms and Conditions
for Par/Near Par Trade Confirmations as published by The Loan Syndications and Trading Association, Inc. on the date such Collateral
Loan is purchased by the Borrower.



 


“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”
means the regulations and rules promulgated by the U.S. Department of Treasury and/or administered by OFAC, including U.S. Executive
Order No. 13224, and other related statutes, laws and regulations.


 


“Subsidiary”
means any Person with respect to which the Borrower or the Equityholder, as the case may be, owns, directly or indirectly, more
than 50% of the Equity Securities of such Person.


 


“Tangible
Net Worth” means, at any time, the excess of the value of total assets (excluding patents, trademarks, copyrights, trade
names, 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 Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Total Net
Leverage Ratio” means, with respect to any Collateral Loan and the related Obligor, either (a) the meaning of “Total
Net Leverage Ratio” or comparable term set forth in the Related Documents for such Collateral Loan, or (b) in the case of
any Collateral Loan with respect to which the Related Documents do not include a definition of “Total Net Leverage Ratio”
or comparable term, the ratio obtained by dividing (i) the total indebtedness of the related Obligor as of such date, minus the
Unrestricted Cash of such Obligor as of such date by (ii) EBITDA of such Obligor for any period, as calculated by the Collateral
Manager in accordance with the Collateral Management Standard.


 




    44


     


    

 


“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: (1) 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); (2) 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 (3) 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 (1), (2) and (3) 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.


 


“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.


 


“Unencumbered
Liquidity” means, with respect to the Equityholder, the sum of (i) unrestricted cash or cash equivalents, plus
(ii) committed, undrawn equity capital of the Equityholder (other than in respect of any defaulted investors), which is available
to be contributed to the Borrower by the Equityholder without any third party consent.


 


“Unfunded
Exposure Amount” means on any date of determination, with respect to any Delayed Drawdown Collateral Loans and Revolving
Collateral Loans, the aggregate amount (without duplication) of all (a) unfunded commitments and (b) all standby or contingent
commitments of the Borrower pursuant to such Collateral Loan.


 


“Unfunded
Reserve Account” has the meaning specified in Section 8.05.


 


“Unfunded
Reserve Account Shortfall” has the meaning specified in Section 2.01.


 


“Unfunded
Reserve Required Amount” means an amount equal to the aggregate sum of:


 




    45


     


    

 


(a)          with
respect to each Delayed Drawdown Collateral Loan included in the Collateral:


 


(i)          the
aggregate sum of the unfunded commitments of the Borrower in respect of all such Delayed Drawdown Collateral Loans, minus


 


(ii)         the
aggregate sum of the unfunded commitments of the Borrower in respect of each such Delayed Drawdown Collateral Loan included in
the Collateral times the Original Asset Value of such Delayed Drawdown Collateral Loan (expressed as percentage of par)
times the Advance Rate then in effect for such Delayed Drawdown Collateral Loan; plus


 


(b)          with
respect to each Revolving Collateral Loan included in the Collateral:


 


(i)          the
aggregate sum of the unfunded commitments of the Borrower in respect of all such Revolving Collateral Loans, minus


 


(ii)         the
aggregate sum of the unfunded commitments of the Borrower in respect of each such Revolving Collateral Loan included in the Collateral
times the Original Asset Value of such Revolving Collateral Loan (expressed as percentage of par) times the Advance
Rate then in effect for such Revolving Collateral Loan;


 


provided that
after the Commitment Termination Date, the Unfunded Reserve Required Amount shall equal the Unfunded Exposure Amount.


 


“Unrestricted
Cash” means “Unrestricted Cash” or any comparable term in the Related Document for any Collateral Loan, and
in any case that “Unrestricted Cash” or such comparable term is not defined in such Related Documents, all cash available
for use for general corporate purposes and not held in any reserve account or legally or contractually restricted for any particular
purposes or subject to any lien (other than blanket liens permitted under or granted in accordance with such Related Documents),
as reflected on the most recent financial statements of the related Obligor that have been delivered to the Borrower.


 


“Unused Amount”
means, for any day, an amount equal to the excess, if any, of (a) the Facility Amount on such day over (b) the Advances
Outstanding on such day.


 


“U.S. Treasuries”
means bonds or other evidences of indebtedness issued by the U.S. Department of the Treasury.


 


“Utilization
Rate” means, for any day, an amount (expressed as a percentage) equal to the Advances Outstanding divided by the
Facility Amount.


 


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


 


“Warrant Asset”
means any equity purchase warrants or similar rights convertible into or exchangeable or exercisable for any equity interests received
by the Borrower as an “equity kicker” from the Obligor in connection with a Collateral Loan; provided such Warrant
Asset was received by the Borrower in lieu of debts previously contracted with respect to such Collateral Loan.


 


“Weighted
Average Life” means, as of any date of determination with respect to all Eligible Collateral Loans, the number of years
following such date obtained by:


 




    46


     


    

 


(a)          summing
the products of: (i) the Average Life at such time of each Eligible Collateral Loan multiplied by (ii) the Principal Balance
of such Eligible Collateral Loan; and


 


(b)          dividing
such sum by the Aggregate Principal Balance of all Eligible Collateral Loans as of such date.


 


For the purposes of
the foregoing, the “Average Life” is, on any date of determination with respect to any Eligible Collateral Loan,
the quotient obtained by dividing (x) the sum of the products of (A) the number of years (rounded to the nearest one hundredth
thereof) from such date of determination to the respective dates of each successive Scheduled Distribution of principal of such
Eligible Collateral Loan and (B) the respective amounts of principal of such Scheduled Distributions by (y) the sum of all successive
Scheduled Distributions of principal on such Eligible Collateral Loan.


 


“Weighted
Average Moody’s Rating Factor” means, as of any date of determination with respect to all Eligible Collateral Loans,
the number (rounded up to the nearest whole number) determined by:


 


(a) summing the products
of (i) the Principal Balance of each Eligible Collateral Loan (excluding for avoidance of doubt Equity Securities) multiplied by
(ii) the Moody’s Rating Factor of such Eligible Collateral Loan; and


 


(b) dividing such sum
by the Aggregate Principal Balance of all such Eligible Collateral Loans.


 


“Weighted
Average Spread” means, as of any date, the number, expressed as a percentage, obtained by dividing:


 


(a)          the
amount equal to (i) the Aggregate Funded Spread with respect to all Eligible Collateral Loans plus (ii) the Aggregate Unfunded
Spread, by


 


(b)          the
Aggregate Principal Balance of all Eligible Collateral Loans as of such date.


 


“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.


 


“Write-Down and
Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


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, restated, supplemented or otherwise modified (subject to any restrictions on such
amendments, restatements, 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, (h) unless otherwise specified herein, any use of “material” or “materially” or words of
similar meaning in this Agreement shall mean material, as determined by the Administrative Agent in its reasonable discretion,
and (i) an Event of Default shall be deemed to be continuing until it is waived in accordance with Section 12.01.


 




    47


     


    

 


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 and reinvestment in 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 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 that are not reinvested in additional Collateral Loans or retained in a Collection Account for subsequent
reinvestment pursuant to Article X, 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 or retained in a Collection
Account for subsequent reinvestment pursuant to Article X.


 




    48


     


    

 


(d)          Except
as otherwise expressly provided herein, 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.


 


(f)          For
purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration
Limitations, Ineligible Collateral Loans will be treated as having a Principal Balance equal to zero.


 


(g)         Except
as otherwise provided herein, Ineligible Collateral Loans will (i) not be included in the calculation of the Collateral Quality
Test, (ii) be treated as having an Asset Value of equal to zero and (iii) be excluded from the calculation of the Borrowing Base
on and after the date such Collateral Loan constitutes an Ineligible Collateral Loan.


 


(h)          For
purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized
or deferred interest (and any other interest that is not paid in cash) will be excluded.


 


(i)          Portions
of the same Collateral Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the
making or origination thereof, but excluding subsequent draws under Revolving Collateral Loans or Delayed Drawdown Collateral Loans)
will, for purposes of determining the purchase price of such Collateral Loan, be treated as separate purchases on separate dates
(and not a weighted average purchase price for any particular Collateral Loan).


 


(j)          For
the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest
0.01%.


 


(k)         For
purposes of calculating compliance with the Borrowing Base Test, the Equity Coverage Test, the Minimum Equity Test, the Collateral
Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral
Loan or Eligible Investment, each of the trade date and 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 the Borrowing Base Test, the Equity Coverage Test, the Minimum Equity Test, the Collateral Quality Test, or any Concentration
Limitation and whether such acquisition or disposition is permitted hereunder; provided that, (i) for purposes of calculating
compliance with the Borrowing Base Test, the Equity Coverage Test, the Minimum Equity Test, the Collateral Quality Test, or any
Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the
Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder upon settlement
of the acquisition of a Collateral Loan (based on the purchase price therefor) and (y) the repayment of an Advance to the Borrower
upon settlement of the disposition of a Collateral Loan (based on the sale price therefor) and (ii) for purposes of calculating
the Borrowing Base Test, the Equity Coverage Test, the Minimum Equity Test, the Collateral Quality Test, or any Concentration Limitation
in connection with the making or repayment of any Advance, such calculation shall be recalculated at the time such Advance is made
or repaid after giving effect to the settlement of any Collateral Loan acquired or disposed of.


 




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(l)          To
the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than
one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall
request direction from the Administrative Agent as to the interpretation and/or methodology to be used, and the Collateral Administrator
shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled
to conclusively rely thereon without any responsibility or liability therefor.


 


ARTICLE
II


ADVANCES


 


Section
2.01.         Revolving Credit Facility; Approval Requests


 


(a)          The
Borrower, shall, on or prior to the third Business Day prior to each proposed trade date of each proposed acquisition of one or
more Collateral Loans (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the Equityholder,
or by an in-kind contribution of Collateral Loans contributed by the Equityholder or any combination thereof) submit an asset approval
request for such Collateral Loans through the Citi Velocity website located at www.citivelocity.com (such request, an “Approval
Request”). Such approval may take the form of a standing list of pre-approved assets containing the characteristics of
each pre-approved asset (other than purchase price), together with a notice of intention to trade containing the par amount and
purchase price of the Collateral Loan(s) being acquired delivered on or prior to the third Business Day preceding the proposed
trade date.


 


(b)          The
Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and to request additional
information regarding any proposed Collateral Loan. The Administrative Agent shall promptly (and in any event within ten (10) Business
Days after receipt by the Administrative Agent of all required information and documentation; provided that if the Administrative
Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected
such Approval Request) notify the Collateral Manager and the Borrower (with a copy to the Collateral Agent and the Collateral Administrator)
in writing (including via electronic mail) whether each Approval Request has been approved or rejected. Any approval may be withdrawn
at any time at least three (3) Business Days prior to the time at which the Borrower actually becomes obligated to purchase or
enter into documents governing such proposed Collateral Loan by written notice (including via e-mail) of such withdrawal from the
Administrative Agent to the Collateral Manager. If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld
its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Collateral Loan unless, in
the case of a withdrawn approval, the Administrative Agent has not withdrawn its approval by written notification to the Borrower
at least three (3) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral
Loan.


 


(c)          On
the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make
loans to the Borrower (each, an “Advance”) from time to time on any Business Day during the Reinvestment Period,
on a pro rata basis in each case in an aggregate principal amount at any one time outstanding up to but not exceeding 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.
Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”.








 




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Within such limits
and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this
Section 2.01 and prepay Advances under Section 2.05.


 


Notwithstanding anything
to the contrary herein, if, upon the occurrence of an Event of Default or on the Commitment Termination Date, the amount on deposit
in the Unfunded Reserve Account is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account
Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account an amount equal to the Unfunded
Reserve Account Shortfall. The Unfunded Reserve Account Shortfall may be funded with Advances to the Borrower and capital contributions
by the Equityholder. Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Reserve
Account where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with
Section 2.02(e), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure
to satisfy any of the conditions precedent set forth in Section 3.02); provided that any such Advance to the Borrower
shall not exceed the Borrowing Base.


 


Section
2.02.         Making of the Advances


 


(a)          If
the Borrower desires to make a Borrowing under this Agreement it shall give the Administrative Agent (with a copy to the Collateral
Agent and the Collateral Administrator) a written notice (each, a “Notice of Borrowing”) for such Borrowing
(which notice shall be irrevocable and effective upon receipt) not later than:


 


(i)          in
the case of Advances requested on the Closing Date, 5:00 p.m. two (2) Business Days prior to the Closing Date; and


 


(ii)         in
the case of all other Advances 11:00 a.m. three (3) Business Days prior to the requested Borrowing Date.


 


(b)          There
shall be a maximum of three (3) Borrowings requested per week.


 


(c)          Each
Notice of Borrowing shall be substantially in the form of Exhibit B hereto, dated the date the request for the related Borrowing
is being made, signed by a Responsible Officer of the Borrower, shall attach a Borrowing Base Calculation Statement, and shall
otherwise be appropriately completed. Such Notice of Borrowing shall specify the proposed Borrowing Date (specifically identifying
whether such Borrowing will be on three (3) Business Days’ notice. The proposed Borrowing Date specified in each Notice of
Borrowing shall be a Business Day falling on or prior to the Commitment Termination Date and the amount of the Borrowing requested
in such Notice of Borrowing (the “Requested Amount”) shall be equal to at least $500,000 or an integral multiple
of $10,000 in excess thereof (or, if less, the remaining unfunded Commitments hereunder or, in the case of Delayed Drawdown Collateral
Loans or Revolving Collateral Loans, such lesser amount required to be funded by the Borrower in respect thereof).


 


(d)          The
Administrative Agent shall notify each Lender of its receipt of such Notice of Borrowing by 2:00 p.m. on the day of receipt thereof
(or, if such day is not a Business Day, by noon on the next succeeding Business Day).


 


(e)          Each
Lender shall, not later than 11:00 a.m. on each Borrowing Date in respect of Advances, make its Percentage of the applicable Requested
Amount available to the Administrative Agent in immediately available funds by disbursing such funds 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 to the Collection
Account.


 




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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 Advances 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. The Collateral Agent shall be entitled to conclusively rely upon the information provided to
it by the Administrative Agent with respect to the Advances Outstanding with respect to each Lender.


 


(b)          Any
Lender may request that its Advances 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 Advances
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 Advances once again be evidenced as described in clause (a) of this Section 2.03.


 


(c)          If
any Lender elects not to receive a Note, all references herein and the other Facility Documents to such Lender’s Note shall
be deemed to mean the Advances Outstanding with respect to such Lender. The parties hereto acknowledge and agree that the provisions
herein and the other Facility Documents related to the Lenders hereunder shall apply to each Lender regardless of whether such
Lender has received a Note.


 


Section
2.04.         Payment of Amounts


 


The Borrower shall
pay principal and Interest on the Advances and fees in accordance with the Priority of Payments to the Lenders pursuant to the
Priority of Payments as follows:


 


(a)          100%
of the outstanding principal amount of each Advance, together with all accrued and unpaid Interest thereon, shall be payable on
the Final Maturity Date.


 


(b)          Interest
shall accrue at the Interest Rate on the unpaid principal amount of each Advance from the date of such Advance until such principal
amount is paid in full.


 


(c)          The
Administrative Agent shall determine the unpaid Interest, Commitment Fees, and Prepayment Fees 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, Commitment Fees, and Prepayment Fees to the Borrower on the second
(2nd) Business Day prior to such Payment Date.


 


(d)          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 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. Accrued Commitment Fees shall be payable in arrears on each Payment Date.


 




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(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.


 


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 C hereto not later than 12:00 noon three (3) Business Days 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 Administrative 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 by the Borrower of any Advance 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 $100,000 or,
if less, the entire outstanding principal amount of the Advances Outstanding or, in the case of any prepayment of Advances with
the proceeds of a prepayment or repayment of principal of Collateral Loans, such lesser amount as is paid by the applicable Obligor
in respect thereof. 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, including as applicable and without limitation, the Mandatory Amortization Amount applicable to each applicable Payment
Date. 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.


 


(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 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) during the Reinvestment Period, pledge additional Collateral Loans as Collateral.


 


(ii)         In
connection with the proposed repayment of Advances or pledge of additional Collateral Loans as Collateral 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), (x) to the
Administrative Agent (with a copy to the Collateral Agent, the Collateral Administrator and the Custodian), notice of such repayment
or pledge and a duly completed Borrowing Base Calculation Statement, updated to the date such repayment or pledge is being made
and giving pro forma effect to such repayment or pledge, and (y) to the Administrative Agent, if applicable, a description
of any Collateral Loans and each Obligor of such Collateral Loan to be pledged.


 




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(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, other than any transfer that complies with Section 10.01(a).


 


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


 


Section
2.06.         Changes of Commitments


 


(a)          Automatic
Reduction and Termination.


 


(i)          The
Commitments of all Lenders shall be automatically reduced to zero at 5:00 p.m. on the Commitment Termination Date.


 


(ii)         If
the daily average aggregate amount of the Commitments of all Lenders for any period of three consecutive months ending on any Determination
Date exceeds 120% of the daily average of the Advances Outstanding during such period, then on such Determination Date, the aggregate
amount of the Commitments of the Lenders shall be automatically and permanently reduced (pro rata, based on each Lender’s
Percentage), to an aggregate amount equal to the greater of (x) 120% of the daily average of the Advances Outstanding during such
three-month period and (y) the Advances Outstanding on such Determination Date (such reduction, an “Automatic Commitment
Reduction”); provided that the Borrower may elect not to have such Automatic Commitment Reduction apply upon delivery
to Administrative Agent of written notice at least 10 Business Days prior to such Determination Date (subject to the increased
Commitment Fee Rate as described in such definition). Other than as set forth in the preceding sentence, the occurrence of any
subsequent Automatic Commitment Reduction shall have no effect on the Commitment Fee Rate.


 


(b)          Optional
Termination or Reductions. Prior to the Final Maturity Date, the Borrower shall have the right to terminate or reduce the unused
amount of the Facility Amount at any time or from time to time without any fee or penalty, except as specified in Section 2.12(b),
upon not less than three (3) Business Days’ prior notice to the Administrative Agent, the Collateral Agent, the Lenders,
the Collateral Administrator and the Custodian of each such termination or reduction, which notice shall specify the effective
date of such termination or reduction and the amount of any such reduction; provided that any notice received after 3:00
p.m. shall be deemed to be received on the next Business Day; provided, further, that (i) the amount of any such
reduction of the Facility Amount shall be equal to at least $500,000 or an integral multiple of $10,000 in excess thereof or, if
less, the remaining unused portion thereof, and (ii) no such reduction will reduce the Facility Amount below the sum of (x) the
aggregate principal amount of Advances Outstanding at such time and (y) the Unfunded Reserve Required Amount. Such notice of termination
or reduction shall be irrevocable and shall be effective only upon receipt by the Administrative Agent, the Collateral Agent, the
Lenders, the Collateral Administrator and the Custodian, and shall attach, in the case of a reduction of the Commitments, a Borrowing
Base Calculation Statement. Each reduction of Commitments of the Lenders hereunder shall be applied pro rata to reduce the
respective Commitments of each Lender.


 




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(c)          Effect
of Termination or Reduction. The Commitments of the Lenders once terminated or reduced may not be reinstated. Each reduction
of the Facility Amount pursuant to this Section 2.06 shall be applied ratably among the Lenders in accordance with their
respective Commitments.


 


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.


 


Section
2.08.         Several Obligations


 


The failure of any
Lender to make any Advance to be made by it on the date specified therefor shall not relieve any other Lender of its obligation
to make its Advance on such date. None of the Administrative Agent, the Collateral Agent, the Custodian, the Securities Intermediary
or the Collateral Administrator, 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;


 




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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. If a Lender requests compensation by the Borrower under this Section 2.09, the Borrower may, by
notice to such Lender, suspend the obligation of such Lender to make or continue Advances by reference to the LIBOR Rate, until
the event or condition giving rise to such request ceases to be in effect (in which case (x) all Advances of such Lender to be
denominated in Dollars shall be made or continued by reference to the Base Rate and (y) such Lender shall have no obligation to
make any Advances by reference to the LIBOR Rate); provided that such suspension shall not affect the right of such Lender
to receive the compensation so requested.


 


(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.


 


(d)          Ratings.
If the Administrative Agent determines that it is necessary or appropriate to obtain a credit rating on the Advances, the Borrower
shall (x) provide (no later than 60 days following receipt by the Borrower of such reasonable request) 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, and (y) pay the costs and
expenses of such rating agency in respect of the rating of the Advances.


 


(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.


 




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(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 in reasonable detail the basis for requesting such amounts)
in accordance with the Priority of Payments, for all reasonable and documented 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 for any reason (including any failure
of a condition precedent set forth in Article III but excluding a default by the applicable Lender) a Borrowing of any Advance
bearing interest that was computed by reference to the LIBOR Rate by the Borrower does not occur on the Borrowing Date specified
therefor in the applicable Notice of Borrowing delivered by the Borrower, (ii) 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 (iii) 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.


 


Section
2.11.         Illegality; Inability to Determine Rates


 


(a)          Notwithstanding
any other provision in this Agreement, in the event of a 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.


 




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(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.


 


(d)          Upon
receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making
or continuation of an Advance based on the Adjusted Eurodollar Rate) or, failing that, will be deemed to have converted such request
into a request for an Advance based on the Base Rate.


 


Section
2.12.         Fees


 


(a)          Commitment
Fee. On each Payment Date, the Borrower shall pay to the Collateral Agent (for the account of the Lenders on a pro rata basis)
a commitment fee (a “Commitment Fee”) in an amount equal to the sum, for each day during the related Interest
Accrual Period from and including the Closing Date to and excluding the Final Maturity Date, of the product of (i) the Commitment
Fee Rate, divided by 360 and (ii) the Unused Amount, in each case for each such day during the related Interest Accrual
Period.


 


(b)          Prepayment
Fee. If, at any time prior to the second anniversary of the Closing Date, the Facility Amount is reduced in whole or in part
at the option or election of the Borrower, 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 Prepayment Fee Rate multiplied
by (ii) the Facility Amount. 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).


 


(c)          Administrative
Agent Fees. The Borrower agrees to pay to the Administrative Agent such fees as are mutually agreed to in writing from time
to time by the Borrower and the Administrative Agent, including the fees set forth in the Administrative Agent Fee Letter.


 


(d)          Collateral
Agent, Collateral Administrator, Custodian and Securities Intermediary Fees. The Borrower agrees to pay to the Collateral Agent,
the Collateral Administrator, the Custodian and the Securities Intermediary such fees as are mutually agreed to in writing from
time to time by the Borrower and the Collateral Agent, the Collateral Administrator, the Custodian and the Securities Intermediary,
including the fees set forth in the Collateral Administration and Agency Fee Letter.


 




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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.         Default Interest


 


During the existence
and continuance of an Event of Default, at the election of the Administrative Agent or Required Lenders, all Obligations (other
than principal and interest on the Advances, where the default rate is reflected in the Applicable Margin) shall bear interest
at the Default Rate until rescinded by the Administrative Agent or the Required Lenders. Interest payable at the 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 on behalf and at the direction of the Borrower (or the Collateral Manager on behalf
of the Borrower) by the Collateral Agent in accordance with the Priority of Payments to the applicable recipient in Dollars in
immediately available funds, on each Payment Date 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. Other than with respect to payments on a Payment Date, payments must be received by the Collateral Agent on or prior to
3:00 p.m. on a Business Day to be remitted by the Collateral Agent on such Business Day to the Lenders; provided that payments
received by the Collateral Agent after 3:00 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.


 


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


 




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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”), (iii) any Lender is a Defaulting Lender (such Defaulting
Lender, also, a “Potential Terminated Lender”) or (iv) 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 written notice to the Administrative Agent and such Potential
Terminated Lender (with a copy to the Collateral Agent), 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, (i) such Replacement Lender shall become a “Lender” hereunder for all purposes of this Agreement and the other
Facility Documents, (ii) the applicable Potential Terminated Lender shall have no further Commitment hereunder (such Person, a
“Terminated Lender”) and (iii) such Replacement Lender shall have a Commitment in the amount not less than the
Terminated Lender’s Commitment assumed by it.


 


(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.         Defaulting Lenders.


 


(a)          Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such
time as that Lender is no longer a Defaulting Lender pursuant to Section 2.17(b), to the extent permitted by Applicable
Law:


 


(i)          Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 12.01.


 




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(ii)         Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) shall be applied
at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts
owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no
Event of Default exists and is continuing), to the funding of any Advance in respect of which such Defaulting Lender has failed
to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined
by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such
Defaulting Lender’s potential future funding obligations with respect to Advances under this Agreement; fourth, to
the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any
Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;
fifth, so long as no Event of Default exists and is continuing, to the payment of any amounts owing to the Borrower as a
result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result
of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or
as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal
amount of any Advances in respect of which such Defaulting Lender has not fully funded its appropriate share, such payment shall
be applied solely to pay the Advances of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of
any Advances of such Defaulting Lender until such time as all Advances are held by the Lenders pro rata in accordance with the
Commitments hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held)
to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.16 shall be deemed paid
to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


(iii)        Certain
Fees. No Defaulting Lender shall be entitled to receive any fee payable under Section 2.12(a) for any period during
which that Lender is a Defaulting Lender and the Borrower shall not be required to pay any such fee that otherwise would have been
required to have been paid to such Defaulting Lender.


 


(b)          Defaulting
Lender Cure. If the Borrower, the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the
Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject
to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Advances
of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Advances
Outstanding to be held on a pro rata basis by the Lenders in accordance with their Percentages, whereupon such Lender will cease
to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments
made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except
to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 




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Section
2.18.         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
2.19.         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.


 


Section
2.20.         Lending Offices; Changes Thereto


 


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
1, 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 2.20 shall not affect the obligation of the Borrower to repay any Obligations in accordance
with the terms of this Agreement.


 




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Section
2.21.         [Reserved].


 


Section
2.22.         [Reserved].


 


Section
2.23.         Recourse Against Certain Parties.


 


Notwithstanding any
other provision of this Agreement, the obligations of the Borrower under this Agreement are limited recourse obligations of the
Borrower (and not any of its Affiliates or any other party) 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, 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 Section
2.23 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 Section
2.23 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.


 


ARTICLE
III


CONDITIONS PRECEDENT


 


Section
3.01.         Conditions Precedent to Initial Advances


 


The obligation of each
Lender to make its initial Advance hereunder shall be subject to the conditions precedent that the Administrative Agent shall have
received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative
Agent, the deliverables set forth below 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)          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 and the other Facility
Documents;


 


(c)          each
of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct 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 as of such earlier date);


 




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(d)          one
or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i)
as to its Constituent Documents, (ii) that each of the representations and warranties are true and correct 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 as of such earlier date), (iii) to its knowledge, that no Default or Event of Default
has occurred and is continuing, and (iv) 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;


 


(e)          proper
financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Delaware Secretary of State and
any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable
in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further
actions that the Administrative Agent deems reasonably necessary or desirable in order to maintain and protect the Collateral Agent’s
first-priority perfected security interest in the Collateral, provided that to the extent any security interest in the Collateral
or any deliverable related to the perfection of security interests in the Collateral (other than any Collateral the security interest
in which may be perfected by the filing of a UCC financing statement) is not or cannot be provided and/or perfected on the Closing
Date (x) without undue burden or expense or (y) after the Borrower’s use of commercially reasonable efforts to do so, then
the provision and/or perfection of such security interest(s) or deliverable(s) shall not constitute a condition precedent to the
availability of the initial Advance on the Closing Date but shall be required to be delivered after the Closing Date in accordance
with Section 5.01(n);


 


(f)          copies
of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction) and, if applicable,
release letters, if any, necessary to release all security interests and other rights (other than Permitted Liens) of any Person
(other than the Collateral Agent) 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, the Collateral Manager and the Equityholder,
covering customary corporate matters (including opinions regarding no conflict with covered laws and non-contravention with organizational
documents and material agreements, the Investment Company Act and the Volcker Rule), substantive nonconsolidation of the Borrower
with the Collateral Manager and the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral
and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral
Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as
the Administrative Agent and its counsel shall reasonably request;


 


(h)          the
Equityholder shall have made (or substantially simultaneously or concurrently with the Closing Date shall make) an equity contribution
to the Borrower (or shall be deemed to have made an equity contribution to the Borrower in the form of the payment of a portion
of the Purchase Price for the initial Collateral Loans) in an amount sufficient, when combined with the proceeds of the initial
Advance hereunder, to pay the purchase price for the initial Collateral Loans to be included in the Collateral and all fees and
expenses in connection therewith;


 


(i)          since
December 31, 2016, there shall have been no Material Adverse Effect;


 


(j)          after
giving effect to the transactions contemplated in connection herewith, the Borrower shall not have any Indebtedness other than
the Obligations;


 


(k)          all
of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement;


 




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(l)          evidence
reasonably satisfactory to it that (i) all fees and (to the extent invoiced at least two (2) Business Days prior to the Closing
Date) expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received
contemporaneously with the Closing Date; and (ii) (to the extent invoiced at least two (2) Business Days prior to the Closing
Date) the reasonable and documented fees and expenses of Winston & Strawn LLP, counsel to the Administrative Agent, and of
counsel to the Custodian, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated
hereby, shall have been paid by the Borrower;


 


(m)          at
least three (3) Business Days prior to the Closing Date, a Borrowing Base Calculation Statement prepared as of a date reasonably
prior to the Closing Date;


 


(n)          evidence
reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Loans
to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account;


 


(o)          a
solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder;


 


(p)          the
Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing
Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02, certified by
a Responsible Officer of the Borrower (or the Collateral Manager on behalf of the Borrower), demonstrating that immediately after
the making of such initial Advance, each of the Coverage Tests, the Collateral Quality Test and the Concentration Limitations shall
be satisfied;


 


(q)          the
Borrower (or the Collateral Manager on behalf of the Borrower) shall have delivered to the Custodian all of the Loan Files for
each Collateral Loan owned by the Borrower at the address identified herein; and


 


(r)          the
Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Loans that all payments
shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to
the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties.


 


Section
3.02.         Conditions Precedent to Subsequent Advances


 


The obligation of each
Lender to make each Advance to be made by it (other than the initial Advance) on each Borrowing Date shall be subject to the fulfillment
(or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and
(d) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds
of the Borrowing are used to fund Delayed Drawdown Collateral Loans or Revolving Collateral Loans then owned by the Borrower or
to fund the Unfunded Reserve Account to the extent required under Section 8.05:


 


(a)          the
Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing
Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;


 


(b)          immediately
after the making of such Advance on the applicable Borrowing Date, each of the Coverage Tests, the Collateral Quality Test and
the Concentration Limitations shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such
Notice of Borrowing and certified by a Responsible Officer of the Borrower (or the Collateral Manager on behalf of the Borrower));


 




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(c)          each
of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material
respects as of such Borrowing 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
as if made on such date);


 


(d)          no
Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon
the making of such Advance (as demonstrated, with respect to Sections 6.01(p) and (s), on the Borrowing Base Calculation
Statement attached to the applicable Notice of Borrowing and certified by a Responsible Officer of the Borrower (or the Collateral
Manager on behalf of the Borrower), setting forth a calculation of the Tangible Net Worth and Unencumbered Liquidity of the Equityholder
as of the end of the most recently ended fiscal quarter);


 


(e)          after
the making of such Advances and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein
is at least equal to the Unfunded Reserve Required Amount; and


 


(f)          the
Borrower (or the Collateral Manager on behalf of the Borrower) shall have delivered 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.


 


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 the Closing Date and each Measurement Date, as follows:


 


(a)          Due
Organization; Power and Authority. The Borrower is a Delaware limited liability company, duly formed under the laws of its
jurisdiction of organization, with full power and authority to own and operate its assets and properties (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) and to 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
Borrowings 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 material
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 material contractual obligation or any material 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 has made all material
Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Borrowings
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 (other than any filings
permitted to be made after the Closing Date pursuant to Section 5.01(n), 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 Borrowings 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 any Responsible Officer 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 “NonCooperative 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 in all material respects with all applicable OFAC rules and regulations and also in compliance in all
material respects 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 8 (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 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)          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.


 


(m)          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.


 


(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.


 


(o)          Material
Adverse Effect. Since its date of formation, no event or condition has occurred with respect to the Borrower that constitutes
a Material Adverse Effect.


 


(p)          Special
Purpose Provision. The Borrower has complied in all material respects with its Constituent Documents and the activities described
in Section 5.05 hereof.


 




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


 


(r)          No
Proceedings. There are no proceedings or investigations pending or, to the best knowledge of any Responsible Officer of the
Borrower, threatened against it, before any Official Body having jurisdiction over it or its properties (i) asserting the invalidity
of any of the Facility Documents, (ii) seeking to prevent the making of the Advances or the consummation of any of the transactions
contemplated by the Facility Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a
Material Adverse Effect.


 


(s)          Bulk
Sales. The grant of the security interest in the Collateral by the Borrower to the Collateral Agent, for the benefit of the
Secured Parties, pursuant to this Agreement, and the execution, delivery and performance of this Agreement and the other Facility
Documents, is in the ordinary course of business for the Borrower and is not subject to the bulk transfer or any similar statutory
provisions in effect in any applicable jurisdiction.


 


(t)          Collateral.
Except as otherwise expressly permitted or required by the terms of this Agreement, no item of Collateral has been sold, transferred,
assigned or pledged by the Borrower to any Person.


 


(u)          Indebtedness.
The Borrower has no Indebtedness or other 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.


 


(v)          Collections.
The Borrower acknowledges that (a) all Obligors (and related agents) have been directed to make all payments directly to the Collection
Account and (b) all Collections received by it or its Affiliates with respect to the Collateral pledged hereunder are held and
shall be held in trust for the benefit of the Collateral Agent, on behalf of the Secured Parties until deposited into the Collection
Account in accordance with this Agreement.


 


(w)          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.


 


(x)          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 Official Body 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.


 




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(y)          No
Fraud. To the actual knowledge of any Responsible Officer of the Borrower, each Collateral Loan was originated without any
fraud or material misrepresentation on the part of any party thereto.


 


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


 


(aa)         Ordinary
Course. Each repayment of principal or interest in respect of the Advances under this Agreement shall be (x) in payment of
a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Borrower and (y) made in the ordinary
course of business or financial affairs between the Borrower and the Lenders.


 


Section
4.02.         Additional Representations and Warranties of the Borrower


 


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


 


(a)          Information.
Each 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 and any other information contained in each Notice
of Borrowing 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. 


 


(b)          Representations
Relating to the Collateral.


 


(i)          The
Borrower owns and has good and marketable 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 (other than Permitted Liens) 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 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).


 


(c)          Value
Given. The Borrower has acquired each Collateral Loan in the ordinary course of its business and has given fair consideration
and reasonably equivalent value to the seller of each Collateral Loan in exchange for the purchase of each such Collateral Loan.
No such transfer has been made for or on account of an antecedent debt owed by the Borrower to such seller and no such transfer
is or may be voidable or subject to avoidance under any section of the Bankruptcy Code.


 


(d)          Beneficial
Ownership Certification. As of the Second Amendment Effective Date, the information included in the Beneficial Ownership Certification
is true and correct in all respects.


 


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


 


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


 


(a)          Due
Organization. The Collateral Manager is a limited liability company, duly organized and validly existing under the laws of
the State of Delaware, 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 incorporated 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 Delaware. 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.


 




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(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.


 


(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 clauses (ii) and (iii) 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 the actual knowledge any Responsible Officer of
the Borrower, 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 in all material respects with all applicable OFAC rules
and regulations and also in compliance in all material respects with all applicable provisions of the PATRIOT Act.


 




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(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.


 


Section
4.04.         Representations and Warranties of the Collateral Agent, Custodian
and Collateral Administrator.


 


Each of the Collateral
Agent, the Custodian and the Collateral Administrator represents and warrants in its individual capacity and as Collateral Agent,
Custodian or Collateral Administrator, as applicable, as follows (and any successor Collateral Agent, Custodian or Collateral Administrator
appointed in accordance with this Agreement represents and warrants as follows in its individual capacity and as Collateral Agent,
Custodian or Collateral Administrator, 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, Custodian or Collateral Administrator, 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, Custodian or Collateral Administrator, as the case may be.


 


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


 


(d)          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.


 


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


 


(f)          Validity,
etc. This Agreement constitutes the legal, valid and binding obligation of the Collateral Agent, the Custodian or the Collateral
Administrator, 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).


 




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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
and reimbursement obligations for which no claim has been asserted, have been paid and performed 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, except where the failure to do so would not reasonably be expected to result
in a Material Adverse Effect, 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)          Enforcement.


 


(i)          It
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 (including Section 5.02 hereof), (1) amendments, consents, waivers and other modifications of 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)         It
will 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 will promptly perform, and use commercially reasonable
efforts to cause the Collateral Manager to perform, all of their obligations and agreements contained in this Agreement or any
other Facility Document to which such Person is a party.


 


(c)          Further
Assurances. It shall promptly upon the reasonable request of 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 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.


 




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(d)          Financial
Statements; Other Information. It shall provide to the Administrative Agent:


 


(i)          within
120 days after the end of each fiscal year of the Equityholder (commencing with the fiscal year ending 2017), an annual report
of the Equityholder 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 (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;


 


(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
five (5) Business Days after a Responsible Officer of the Borrower obtains actual knowledge of the occurrence and continuance of
any (A) Default, or (B) Event of Default, a certificate of a Responsible Officer of the Borrower setting forth the details thereof
and the action which the Borrower or the Collateral Manager is taking or proposes to take with respect thereto;


 


(iv)         to
the extent reasonably available to the Collateral Manager (on behalf of the Borrower) pursuant to the Related Documents (or, upon
the request of the Administrative Agent, shall request such information and use commercially reasonable efforts to obtain the same),
on or prior to the date the Borrower acquires a Collateral Loan, 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 reasonably 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 and the financial reporting packages delivered by such Obligor pursuant
to the applicable Related Documents, which delivery shall be made within ten (10) Business Days after receipt by a Responsible
Officer of the Borrower or the Collateral Manager (on behalf of the Borrower) as specified in the Related Documents;


 


(vi)         within
ten (10) days after the end of each calendar month, the portfolio monitoring report prepared by the Collateral Manager with respect
to each Obligor on a monthly basis (including (1) covenant and financial covenant testing, (2) the Borrower’s (or Collateral
Manager’s) internal rating estimate for each Collateral Loan, (3) background information with respect to the Obligor, (4)
transaction rationale, (5) recent events, including an explanation of all amendments, modifications and waivers made with respect
to any Related Documents related to any Collateral Obligation during the immediately preceding quarterly period), (6) summary financial
information including comparisons to prior years, if applicable, and a budget (if received from the related Obligor), (7) an assessment
of such Obligor and information known to the Collateral Manager that may be material to their future financial performance, and
(8) without duplication, the information obligations specified in Schedule 4 hereto;


 




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(vii)        to
the extent reasonably available to the Collateral Manager (on behalf of the Borrower) pursuant to the Related Documents, copies
of any material amendment, restatement, supplement, waiver or other modification to the Related Documents of any Collateral Loan
within ten (10) Business Days following the effectiveness of such amendment, restatement, supplement, waiver or other modification;
provided, however, that any amendment, restatement, supplement, waiver or other modification to the Related Documents
of any Collateral Loan that would constitute a Material Modification shall be provided within five (5) Business Days following
the date a Responsible Officer of the Borrower or the Collateral Manager receives a copy thereof;


 


(viii)      together
with each Monthly Report delivered in accordance with Section 8.09, a certificate of a Responsible Officer of the Equityholder
setting forth a calculation of the Tangible Net Worth and Unencumbered Liquidity of the Equityholder as of the end of the most
recently ended fiscal quarter related to such financial statements;


 


(ix)         no
later than 90 days after the end of each fiscal quarter, a copy of the internal quarterly review performed by the Borrower (or
the Collateral Manager on its behalf) with respect to the Collateral Loans;


 


(x)          on
each Business Day, a Borrowing Base Calculation Statement;


 


(xi)         copies
of the underwriting and credit memos prepared by the Collateral Manager with respect to each Collateral Loan, on or prior to date
the Borrower acquires a Collateral Loan, and copies of any updates or amendments thereto, within ten (10) Business Days after such
updates or amendments become available;


 


(xii)        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) tax identification number, (4) audited financial statements delivered under clause
(iv) above and unaudited interim financial statements for the most recent fiscal year, (5) any internal credit memos produced
by the Collateral Manager and (6) company forecasts including plans related to capital expenditures, if available to the Collateral
Manager, (B) to the extent available to the Collateral Manager and not otherwise included in (A), above, each Obligor’s (1)
business model, company strategy, and names of known peers, (2) shareholding pattern and details of the management team and (3)
debt maturity schedule and any banking facility details with respect to other facilities 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 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;


 


(xiii)      within
five (5) Business Days after written request therefor, such additional information regarding the Borrower’s financial position
or business and the Collateral (including reasonably detailed calculations of the existence of a Borrowing Base Deficiency or noncompliance
with the Collateral Quality Test, Equity Coverage Test, Minimum Equity Test or any Concentration Limitation) as the Required Lenders
(through the Administrative Agent) may reasonably request;


 




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(xiv)        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;


 


(xv)         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;


 


(xvi)        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;


 


(xvii)      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; and


 


(xviii)     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(d)(i) and Section 5.01(d)(ii) will be satisfied
at any such time as such financial statements are appropriately filed with the SEC, if applicable.


 


(e)          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 and provided, further, that an officer or employee of the Borrower or the Collateral Manager
shall have the opportunity to be present at any discussion between the Administrative Agent, any Lender or any other Person designated
by the Administrative Agent, on the one hand, and the Borrower’s accountants, on the other hand. The Administrative Agent
shall provide ten (10) days’ prior notice to the Borrower and the Lenders of any such visit and any Lender shall be permitted
to accompany the Administrative Agent in such visit.


 


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


 




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(i)          on
the Closing Date with respect to the initial Advance, to acquire Eligible Collateral Loans from the Equityholder and the Closing
Date Participation Interests from 15th Street Loan Funding LLC and 15th Street Loan Funding 2 LLC, in each case as set forth on
Schedule 6 hereto, and to pay fees and expenses in connection with this Agreement and the other Facility Documents in accordance
with the terms thereof;


 


(ii)         after
the Closing Date with respect to each additional Advance:


 


(A)         to
fund or pay the purchase price (in a manner that shall constitute valid and true sales for consideration (and not merely a pledge
of such assets for security purposes)) of Eligible Collateral Loans or Eligible Investments owned or acquired by the Borrower in
accordance with the terms and conditions set forth herein;


 


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


 


(C)         to
fund the Unfunded Reserve Account on or prior to the Commitment Termination Date to the extent the Unfunded Reserve Account is
required to be funded pursuant to Section 8.05 (and the Borrower shall submit a Notice of Borrowing for a Borrowing Date
falling no more than five and no less than one Business Day prior to the Commitment Termination Date with a Requested Amount sufficient
to fully fund the Unfunded Reserve Account to the extent required under Section 8.05).


 


Without limiting the
foregoing, it shall use the proceeds of each Advance 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 any Advance 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 the proceeds of any Advance are used for the benefit of, or transferred to, an affiliate of a Lender.


 


(g)          Information
and Reports. Each 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 any such Notice of Borrowing, 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.


 


(h)          No
Other Business. The Borrower shall not engage in any business or activity other than (i) 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
and (ii) other activities that are incidental to the activities specified in clause (i).


 




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(i)          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 Equityholder, the Borrower, the Agents, the Collateral Administrator, the Custodian, the Securities Intermediary 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.


 


(j)          Collections.
The Borrower (or the Collateral Manager on its behalf) shall direct any agent or administrative agent for any Collateral Loan to
remit all payments and collections with respect to such Collateral Loan and, if applicable, to direct the Obligor with respect
to such Collateral Loan to remit all such payments and collections with respect to such Collateral Loan 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.


 


(k)          Priority
of Payments. The Borrower shall instruct in writing (or cause the Collateral Manager to instruct in writing) 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.


 


(l)          Acquisition
of Collateral Loans from the Equityholder. Any acquisition of Collateral Loans by the Borrower from the Equityholder or an
Affiliate thereof shall be 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.


 


(m)          Credit
and Collection Policy. The Borrower will (i) comply in all material respects with the Credit and Collection Policy in regard
to the Collateral, (ii) furnish to the Administrative Agent and the Lenders prior to its effective date prompt written notice of
any changes relating to its corporate finance business in the Credit and Collection Policy, and (iii) furnish to the Administrative
Agent and the Lenders copies of all other changes in the Credit and Collection Policy. The Borrower will not agree to or otherwise
permit to occur any material change (as determined by the Administrative Agent in its sole discretion) in the Credit and Collection
Policy relating to its corporate finance business without the prior written consent of the Administrative Agent and the Required
Lenders; provided that no consent shall be required from the Administrative Agent or the Lenders in connection with any
change mandated by Applicable Law or a Governmental Authority, as evidenced by a written opinion of counsel, which opinion shall
be reasonably acceptable to the Administrative Agent, to that effect delivered to the Administrative Agent. The Administrative
Agent will use commercially reasonable efforts to determine whether any such proposed change is material and adverse to the interests
of the Lenders within five (5) Business Days of receipt of notice with respect thereto. The Borrower shall promptly forward copies
of the amended Credit and Collection Policy reflecting any changes thereto to the Administrative Agent for distribution to the
Lenders.


 




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(n)          Further
Assurances. The Borrower shall deliver all such further instruments and take all such further actions that the Administrative
Agent deems reasonably necessary or desirable in order to maintain and protect the Collateral Agent’s first-priority perfected
security interest in the Collateral.


 


(o)          Access
to Data Site. The Borrower shall, or shall cause the Collateral Manager to, (a) maintain the Data Site and (b) grant access
to the Data Site to the Administrative Agent, the Collateral Agent, the Custodian, the Collateral Administrator and each Lender
or prospective Lender; provided that the Borrower shall not be required to grant access to the Data Site to (i) any Disqualified
Person or (ii) any Person that has not agreed to be bound by confidentiality requirements that are consistent with Section 12.09
or are otherwise satisfactory to the Borrower and the Collateral Manager. The Borrower shall, or shall cause the Collateral Manager
to, to the extent posting such information would not result in a breach by the Borrower or the Collateral Manager of its respective
confidentiality obligations, post the information described in Section 5.01(d)(xii) for each Collateral Loan to the Data
Site.


 


(p)          Delivery
of Loan Files. The Borrower (or the Collateral Manager on behalf of the Borrower) shall deliver to the Custodian (with a copy
to be posted by the Borrower (or the Collateral Manager on behalf of the Borrower) to the Data Site) 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(p) 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 related Borrowing Date). Neither the Custodian nor the Collateral Administrator
shall have any obligation to review any of the documents delivered to it hereunder


 


(q)          Certificate
of Assignment for Closing Date Participation Interests. Not 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.


 


(r)          Beneficial
Ownership Regulation. Promptly following any request therefor, the Borrower shall deliver to the Administrative Agent information
and documentation reasonably requested by the Administrative Agent or any Lender for purpose of compliance with the Beneficial
Ownership Regulation.


 


(s)          Delivery
of Additional Information. The Borrower shall deliver to any Agent or any Lender (i) promptly following any request therefor,
any information and documentation reasonably requested by such Agent or Lender for purposes of compliance with applicable “know
your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation,
and (ii) prompt written notice of any change in the information provided in the Beneficial Ownership Certification delivered to
the Administrative Agent or such Lender that would result in a change to the list of beneficial owners identified in such certification.


 




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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
and reimbursement obligations for which no claim 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, division, partial liquidation, merger
or consolidation (or suffer any liquidation, dissolution, division 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 Payment 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 violates the provisions of Regulation
U or Regulation X.


 


(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 Administrative Agent 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, 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 (i) shall not apply to the execution, delivery and performance of the Facility Documents or the Borrower’s
Constituent Documents, (ii) shall not prohibit the Borrower from making Restricted Payments permitted under Section 5.02(r)
and (iii) 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 Specially Designated Nationals and Blocked Persons
List (SDN) 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 (subject to Permitted Liens) in the Collateral.


 


(l)          Subsidiaries.
It shall not have or permit the formation of any Subsidiaries, provided that this clause shall not 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 any Responsible Officers and other officers and directors to the extent they are employees).


 


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


 


(p)          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.


 




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(q)          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).


 


(r)          Restricted
Payments. The Borrower shall not make any Restricted Payments other than (i) with respect to amounts received by the Borrower
in accordance with Section 9.01 (in the case of Interest Proceeds and Principal Proceeds) or any other provision of this
Agreement or the Facility Documents which expressly requires or permits payments to be made to or amounts to be reimbursed to the
Equityholder, (ii) amounts distributed by the Borrower in connection with the acquisition or substitution, as applicable, of Collateral
Loans from the Equityholder in accordance with Article X, (iii) Permitted Tax Distributions or (iv) with Other Interest
Proceeds, to the extent such amounts are available therefor or, with the consent of the Administrative Agent, from proceeds of
Advances otherwise permitted and made in compliance with this Agreement, including Section 3.02, and, in each case, (x)
not more frequently than one time per calendar quarter and (y) with five (5) Business Days’ prior written notice to the Administrative
Agent, the Collateral Agent and the Collateral Administrator.


 


(s)          Amendments
to Collateral Loans. The Borrower (and the Collateral Manager on its behalf) shall not consent to any amendment 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 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. The Borrower (and the Collateral Manager on its behalf) shall not consent to any extension or postponement of
the maturity date with respect to any Collateral Loan unless, after giving effect to any such extension or postponement, the Maximum
Weighted Average Life Test shall be satisfied.


 


(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 acknowledges that the
power of attorney granted in Section 6.03 to the Administrative Agent is exercisable only after the occurrence and during
the continuance of an Event of Default and permits the Administrative Agent 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.
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 Equityholder and the Collateral Manager


 


Each of the Equityholder
and the Collateral Manager, covenants and agrees that, until the Final Maturity Date (and thereafter until the date that all Obligations
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 (A) its business and (B) 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, except, in the case
of clause (v)(A), where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.


 


(b)          Information
and Reports.


 


(i)          Each
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 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 (A) each date on which the Collateral Manager 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 other date reasonably requested by the Administrative Agent upon at least two (2) Business Days’
written notice to the Collateral Manager and (D) each Measurement Date; and


 


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


 


(iii)        The
Collateral Manager shall provide to the Collateral Administrator the information described in Section 1 clauses (x), (xv),
(xvi), (xviii), and (xix) through (xxiii), Section 7, Section 8, Section 9, Section
12, and Section 13, each of the Monthly Report.


 


(iv)         The
Collateral Manager shall, on each Business Day, calculate the Borrowing Base, the Equity Coverage Requirement, the Minimum Equity
Amount and the Net Equity Amount and provide such calculations to the Borrower, the Collateral Administrator and the Administrative
Agent.


 


(v)          The
Collateral Manager shall track the delivery to the Data Site (or in the case of any original assignment of any Collateral Loan
or any original executed promissory note with respect to any Collateral Loan, the delivery thereof to the Custodian) of the Required
Loan Documents with respect to each of the Collateral Loans owned by the Borrower.


 


(vi)         The
Collateral Manager shall, no later than the fifth (5th) Business Day following the end of each month, provide to 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.


 




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(vii)        The
Collateral Manager shall provide five (5) Business Days’ prior written notice to the Administrative Agent of (x) any proposed
amendment, restatement or modification to the Collateral Manager Operating Agreement relating to Apollo Investment Management,
L.P. (or the Series A Membership Interests held by it) or CION Investment Group, LLC (or the Series C Membership Interests held
by it) (as such terms are defined in the Collateral Manager Operating Agreement) and (y) any other proposed material amendment,
restatement or modification to the Collateral Manager Operating Agreement.


 


(c)          Notice
of Default. Within five (5) 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 shall
deliver to the Administrative Agent a certificate of a Responsible Officer of the Collateral Manager setting forth the details
thereof and the action which the Collateral Manager is taking or proposes to take with respect thereto; provided that the
Collateral Manager shall not 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(d)(iii).


 


(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 written 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 respective designees; provided, further, that an officer or employee of the Collateral Manager shall
have the opportunity to be present at any discussion between the Administrative Agent, any Lender or any other Person designated
by the Administrative Agent, on the one hand, and the Collateral Manager’s accountants, on the other hand. The Administrative
Agent shall provide ten (10) days’ prior written 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)          Notice
of Material Modification. Within three (3) Business Days after a Responsible Officer of the Collateral Manager obtains actual
knowledge of the occurrence of a Material Modification, the Collateral Manager shall deliver to the Administrative Agent a certificate
of a Responsible Officer of the Collateral Manager setting forth the details thereof and attaching a copy of the related amendment
or waiver.


 


(f)          Credit
and Collection Policy. The Collateral Manager shall (i) comply in all material respects with the Credit and Collection Policy
in regard to the Collateral, (ii) furnish to the Administrative Agent and the Lenders prior to its effective date prompt written
notice of any changes relating to its corporate finance business in the Credit and Collection Policy, and (iii) furnish to the
Administrative Agent and the Lenders copies of all other changes in the Credit and Collection Policy. The Collateral Manager will
not agree to or otherwise permit to occur any material change (as determined by the Administrative Agent in its sole discretion)
in the Credit and Collection Policy relating to its corporate finance business without the prior written consent of the Administrative
Agent and the Required Lenders; provided that no consent shall be required from the Administrative Agent or the Lenders in connection
with any change mandated by Applicable Law or a Governmental Authority, as evidenced by a written opinion of counsel, which opinion
shall be reasonably acceptable to the Administrative Agent, to that effect delivered to the Administrative Agent. The Administrative
Agent will use commercially reasonable efforts to determine whether any such proposed change is material and adverse to the interests
of the Lenders within five (5) Business Days of receipt of notice with respect thereto. The Collateral Manager shall promptly forward
copies of the amended Credit and Collection Policy reflecting any changes thereto to the Administrative Agent for distribution
to the Lenders. Compliance by the Collateral Manager with this covenant shall be deemed to constitute compliance by the Borrower
with its corresponding obligations under Section 5.01(m).


 




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(g)          Collections.
The Collateral Manager shall direct any agent or administrative agent for any Collateral Loan in respect of any Collateral Loan
to remit all payments and collections with respect to such Collateral Loan and, if applicable, to direct the Obligor with respect
to such Collateral Loan to remit all such payments and collections with respect to such Collateral Loan directly to the Collection
Account.


 


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


 


The Equityholder and
the Collateral Manager each covenants and agrees that, until the Final Maturity Date (and thereafter until the date that all Obligations
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 material condition upon its ability to perform its obligations under the Facility Documents to which it is
a party.


 


Section
5.05.         Certain Undertakings Relating to Separateness


 


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


 


(a)          The
Borrower shall maintain its bank 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 as required by GAAP
or applicable law.


 


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


 


(c)          Each
of the Borrower, the Collateral Manager and the Equityholder shall pay its own debts, liabilities and expenses only out of its
own assets as the same shall become due; provided that the Borrower, the Collateral Manager and the Equityholder may share
overhead expenses with another Person so long as such expenses are allocated fairly and reasonably between the Borrower, the Collateral
Manager and the Equityholder and such other Person.


 


(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.


 


(e)          The
Borrower shall have at least one (1) 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, in each case, as permitted by or pursuant to the Facility Documents.


 




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(g)          The
Borrower shall, at all times, hold itself out to the public as a legal and economic entity separate 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 the Equityholder as required by GAAP or applicable law.


 


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


 


(i)          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.


 


(j)          Except
as provided in the Facility Documents, the Borrower shall not acquire any securities or debt instruments of the Equityholder, 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).


 


(k)          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.


 


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


 


(m)          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 under Applicable Law.


 


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


 


(o)          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.


 


(p)          The
Borrower shall at all times be organized as a special purpose entity 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.


 


(q)          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 material respects, but solely to the extent that said opinion letters expressly require such assumptions
to remain true and correct at all times in order for such letters’ underlying opinions to be valid.




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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):


 


(a)          a
default in the payment, when due and payable, of any Interest on or Commitment Fee and such default has not been cured within two
(2) Business Days; or


 


(b)          the
failure on any Payment Date to disburse amounts in the Collection Account in accordance with the Priority of Payments set forth
herein and such failure has not been remedied within two (2) Business Days; or


 


(c)          (i)
the Borrower fails to repay the Obligations (other than contingent indemnification and reimbursement obligations for which no claim
has been asserted) in full on the Final Maturity Date or (ii) the failure to make payment of the Mandatory Amortization Amount
on the applicable Payment Date; or


 


(d)          (i)
the Borrower or the pool of Collateral becomes, or becomes subject to regulation as, an “investment company” under
Section 8 of the Investment Company Act or (ii) the transactions contemplated by the Facility Documents result in one or more of
the Lenders holding an “ownership interest” in a “covered fund” under the Volcker Rule and, solely in the
case of this clause (ii), any Agent shall have delivered written notice thereof to the Borrower (which may be a .pdf or
similar file sent by e-mail); or


 


(e)          a
default in any respect in the performance, or breach in any respect, of any covenant or agreement of the Borrower, the Equityholder
or the Collateral Manager under Sections 5.01(a)(ii), 5.01(c), 5.01(d)(i), (ii), (iii) and (viii),
5.01(e), 5.01(f), 5.01(h), 5.01(j), 5.01(k), 5.01(n), 5.01(p), 5.02, 5.03,
5.04 and 5.05; or


 


(f)          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 covenant or agreement of the Borrower or the Equityholder 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 or the Equityholder 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 Borrower, the Collateral Manager and the Equityholder by the Administrative Agent, and (ii) actual knowledge of a Responsible
Officer of the Borrower, the Equityholder or the Collateral Manager, as applicable; provided that the existence of a Borrowing
Base Deficiency or Equity Coverage Deficiency shall be subject to clause (o) below; or


 


(g)          the
rendering of one or more final judgments, decrees or orders against the Borrower or the Equityholder by a court or arbitrator of
competent jurisdiction for the payment of money in excess individually or in the aggregate of $1,000,000 (in the case of the Borrower)
or $1,000,000 (in the case of the Equityholder) (in each case exclusive of judgment amounts fully covered by insurance), and the
Borrower or the Equityholder, as applicable, 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


 


(h)          the
Borrower or the Equityholder shall have made payments of amounts in excess of $1,000,000 (in the case of the Borrower) or $1,000,000
(in the case of the Equityholder) in settlement of any litigation, claim or dispute (exclusive of settlement amounts fully covered
by insurance); or


 




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


 


(j)          (i)
any material provision of any Facility Document shall (except in accordance with its terms) terminate, cease to be effective or
cease to be legally valid, binding and enforceable, (ii) the Borrower, the Equityholder or the Collateral Manager 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


 


(k)          (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 or the Equityholder 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 or the Equityholder and such Lien shall
not have been released within five (5) Business Days; or


 


(l)          a
Change of Control occurs without the prior written consent of the Administrative Agent; or


 


(m)          a
Collateral Manager Default occurs (for the avoidance of doubt, after giving effect to any grace period or applicable notice period
or requirement); or


 


(n)          CION
Investment Management, LLC ceases to be the Collateral Manager hereunder; or


 


(o)          (i)
failure of the Borrower to maintain at least one (1) Independent Manager (it being understood that the Borrower shall not be in
violation of the requirement to have at least one (1) Independent Manager after the earlier of an Independent Manager resigning
or becoming deceased so long as a new Independent Manager is appointed within 30 days after a Responsible Officer of the Borrower
has actual knowledge or receives written notice thereof), (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, or (iii) the Borrower shall otherwise 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 to the Borrower, on the one hand, and the Equityholder
and the Collateral Manager, on the other hand; or


 


(p)          a
Borrowing Base Deficiency or Equity Coverage Deficiency shall exist and not be cured within two (2) Business Days;
or


 


(q)          the
Equityholder and its subsidiaries (to the extent the cash and other amounts of such subsidiaries are not restricted from being
distributed to the Equityholder) shall fail to maintain Unencumbered Liquidity of at least the lesser of (i) $10,000,000 and (ii)
3% of the Aggregate Principal Balance at any time; or


 


(r)          subject
in each case to Section 9.01, the failure of the Borrower on any date to maintain an amount equal to the Unfunded Reserve
Required Amount on deposit in the Unfunded Reserve Account in accordance with this Agreement and, solely during the Reinvestment
Period, such failure shall continue for five (5) Business Days; or


 




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(s)          the
failure of the Borrower or the Equityholder to make any payment when due (after giving effect to any related notice period or requirement
or grace period) under one or more agreements for borrowed money to which it is a party and the indebtedness for borrowed money
thereunder is in an amount in excess of $1,000,000 (in the case of the Borrower) or $1,000,000 (in the case of the Equityholder),
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; or


 


(t)          the
Equityholder shall fail to maintain a minimum Tangible Net Worth of $750,000,000.


 


With respect to any
notice that may be furnished by an Agent to the Borrower pursuant to Sections 6.01(a), (c) and (d), upon written
request therefor to the applicable Agent, the Required Lenders may direct such Agent to provide such notice to the Borrower. Such
Agent shall promptly thereafter provide such notice to the Borrower.


 


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 (and subject to) 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 (with a copy to the Collateral Agent), do any one or more of the following: (1) declare the Commitments to be terminated
forthwith, whereupon the Commitments shall forthwith terminate, and (2) 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, the Reinvestment Period shall terminate
upon notice by the Administrative Agent to the Borrower; provided, further, that upon the occurrence of any Event
of Default described in clause (i) of Section 6.01 with respect to the Borrower, the Commitments shall automatically
terminate and the Advances and all such other amounts shall automatically become due and payable, without any further action by
any party.


 


(b)          Upon
the occurrence and during the continuance of an Event of Default the Administrative Agent may, or shall upon the direction of the
Required Lenders, exercise (or direct the Collateral Agent, as applicable, to exercise) such rights, including: (u) the exercise
of the Collateral Manager’s rights and obligations under the Facility Documents (including the right to direct the Collateral
Manager to exercise such rights), 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.


 




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(c)          Upon
the occurrence and during the continuance of any Event of Default, each of the following actions shall require the prior written
approval by the Required Lenders, whether or not approved by the Borrower's board of directors or other persons performing similar
functions: (i) issuance of any commitment to make, and the acquisition or origination (other than pursuant to commitments
then in effect) of, any Collateral Loan or other loan or security constituting any Collateral or any interest therein, (ii) any
amendment, modification, or waiver of, or any consent to departure from, any term or provision of any Collateral Loan or other
loan or security constituting any Collateral, (iii) any release of any collateral for, or guarantor of or other credit support
provider for, any Collateral Loan or other loan or security constituting any Collateral, except upon payment in full of such Collateral
Loan or other loan or security, or any subordination or limitation of recourse with respect thereto, (iv) any sale, purchase, assignment
or participation in respect of any Collateral Loan or other loan or security constituting any Collateral (other than pursuant to
commitments then in effect or in the case of a sale or assignment upon payment in full of such Collateral Loan or other loan or
security), and (v) any determination to exercise, or not to exercise, remedies in respect of a Collateral Loan or other loan or
security constituting any Collateral following a default or event of default thereunder.


 


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 and (v)
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.


 


(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) 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), 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) 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.


 




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(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 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 6 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;


 


(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 all
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 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 in possession of the Borrower or delivered to the Collateral Agent or Securities Intermediary (or a bailee thereof);


 


(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 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 Custodian
by or on behalf of the Borrower (whether or not constituting Collateral Loans or Eligible Investments);


 




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(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 Taxes or Retained Interest (the “Assigned Documents”). 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 Administrative Agent shall provide notice of the same to the Collateral Agent and the Collateral
Agent, on behalf of the Secured Parties, shall, at the expense of the Borrower, promptly execute, deliver and authorize for filing
such instruments as the Borrower shall prepare and reasonably request in order to reassign, release or terminate the Secured Parties’
security interest in the Collateral; provided that the Collateral Agent shall also promptly release or terminate the Secured
Parties’ security interest in the Collateral in connection with any sale of Collateral permitted under this Agreement. 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 and automatically
terminate without further act, the Administrative Agent shall promptly provide notice of the same to the Collateral Agent, and
the Collateral Agent shall, on behalf of the Secured Parties and at the expense of the Borrower, execute, deliver and authorize
for filing such instruments as the Borrower shall prepare and 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.


 


Section
7.03.         Rights and Remedies


 


(a)          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. Solely upon the occurrence and during the continuance of an Event of Default,
the Collateral Agent or its designees (which may include, without limitation, the Collateral Agent) shall, acting solely at the
written direction of the Administrative Agent or the Required Lenders acting through the Administrative Agent, (i) 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; (ii) sell or otherwise
dispose of the Collateral, all without judicial process or proceedings; (iii) take control of the Proceeds of any such Collateral;
(iv) subject to the provisions of the applicable Related Documents, exercise any consensual or voting rights in respect of the
Collateral; (v) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Collateral;
(vi) enforce the Borrower’s rights and remedies with respect to the Collateral; (vii) institute and prosecute legal and equitable
proceedings to enforce collection of, or realize upon, any of the Collateral; (viii) require that the Borrower promptly 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; (ix) 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; (x) make copies of all books, records and
documents relating to the Collateral; and (xi) 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. In the absence of written direction of the Administrative Agent
or the Required Lenders (acting through the Administrative Agent), the Collateral Agent shall take no action. The Collateral Agent
shall not be liable to the Administrative Agent, the Required Lenders or any other party for any action taken or omitted to be
taken at the direction of the Administrative Agent or the Required Lenders (acting through the Administrative Agent) or any inaction
in the absence thereof.


 




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(b)          The
Borrower hereby agrees that, upon the occurrence and during the continuance of an Event of Default, at the request of the Administrative
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 assigned to the Collateral Agent or its designee. For purposes of taking the
actions described in clauses (a) through (b) 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 (other than unasserted contingent obligations)), 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. Such appointment shall in no way impose upon the Collateral Agent any obligation to take any such action unless specifically
directed to do so and subject to the receipt of an indemnity from the Lenders reasonably satisfactory to it.


 


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.


 


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 the
Administrative Agent, promptly forward to the Administrative 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 the Administrative
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).


 




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(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 the Administrative 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 (and in any event within
five (5) Business Days) following its acquisition of any Collateral Loan, the Borrower 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 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
(subject to Permitted Liens) or carry out more effectively the purposes hereof;


 


(c)          perfect
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 Applicable Law);


 


(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.


 


If the Borrower fails
to prepare and file any instrument or to take any action required pursuant to this Section 7.07 within ten (10) Business
Days after the Administrative Agent’s request and written instruction therefor, the Borrower hereby designates the Collateral
Agent as its agent to prepare and file such instrument and take such action required pursuant to this Section 7.07. The
Borrower further authorizes the Collateral Agent to file UCC-1 financing statements and continuation statements therefor,
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” (or words of similar effect) as the Collateral in which the Collateral Agent has a grant
of security hereunder. 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.


 




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Notwithstanding the
generality of the foregoing, the Borrower shall, not earlier than six (6) months and not later than one (1) month prior to the
fifth (5th) anniversary of the date of filing of any financing statement filed pursuant to this Agreement authorize, deliver and
file or cause to be filed an appropriate continuation statement with respect to each such financing statement.


 


ARTICLE
VIII


ACCOUNTS,
ACCOUNTINGS AND RELEASES


 


Section
8.01.         Collection of Money


 


Except as otherwise
expressly provided herein, the Administrative Agent may and the Collateral Agent shall at the direction of the Administrative Agent
(or the Required Lenders acting through the Administrative Agent) 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 one (1) segregated trust account, (including any sub-accounts deemed appropriate or necessary by the
Custodian, for convenience in administering such account), which will collectively be designated the “Collection 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 Collateral Agent shall from time to time deposit into the Collection Account promptly
upon receipt thereof all Interest Proceeds received by the Collateral Agent and identified as such by the Collateral Manager. The
Collateral Agent shall from time to time deposit into the Collection Account promptly upon receipt thereof all Principal Proceeds
(unless simultaneously reinvested in additional Collateral Loans in accordance with Article X or required to be deposited
in the Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the
Collateral Manager. All funds deposited from time to time in the Collection Account pursuant to this Agreement shall be held on
behalf of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided.


 




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(b)          At
any time when reinvestment is permitted pursuant to Article X, the Collateral Manager on behalf of the Borrower (subject
to compliance with Article X) may, by delivery of written instructions (which may be a .pdf or similar file sent by email)
of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral
Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the Collection Account
representing Principal Proceeds (together with accrued interest received with regard to any Collateral Loan and Interest Proceeds
but only to the extent used to pay for accrued interest on an additional Collateral Loan) and reinvest such funds in additional
Collateral Loans in accordance with such instructions. 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 written
instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral
Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent
shall, withdraw funds on deposit in the Collection Account 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 or Revolving
Collateral Loans.


 


(c)          The
Collateral Agent shall transfer to the Collection Account from the other 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.


 


Section 8.03.         [Reserved.]


 


Section
8.04.         [Reserved.]


 


Section
8.05.         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 one (1) 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 date of acquisition
by the Borrower of any Delayed Drawdown Collateral Loan, Revolving Collateral Loan, and on any Payment Date, the Collateral Manager
shall instruct the Collateral Agent to withdraw funds from the Collection Account for deposit into the Unfunded Reserve Account,
to the extent required so that the amount of funds on deposit in the Unfunded Reserve Account is equal to the Unfunded Reserve
Required Amount.


 


During the Reinvestment
Period, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts
on deposit in the Unfunded Reserve Account (in an amount equal to the amount on deposit therein with respect to such Delayed Drawdown
Collateral Loan or Revolving Collateral Loan), then available Principal Proceeds and finally, borrowing of Advances
under Section 2.01.


 


During the Amortization
Period, Principal Proceeds received by the Borrower (or the Collateral Manager on its behalf) in respect of Revolving Collateral
Loans (to the extent not accompanied by a permanent reduction in the related commitments) shall be deposited by the Borrower (or
the Collateral Manager on its behalf) into the Unfunded Reserve Account.


 


Amounts on deposit
in the Unfunded Reserve Account will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving
Collateral Loans; 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 Collection Account. 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 Collection Account at the direction of the Administrative Agent.


 




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Section
8.06.         [Reserved].


 


Section
8.07.         Account Control Agreement.


 


The provisions of Sections 8.02 and
8.05 are subject to the terms of the Account Control Agreement.


 


Section
8.08.         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 and the Unfunded 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 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 Eligible Investments as described in clause (a) of the definition thereof
or as otherwise directed by the Collateral Manager 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 Collection
Account. 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 Loans, 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 8.09 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.


 




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Section
8.09.         Accountings


 


(a)          Monthly.
Not later than ten (10) Business Days following the last calendar day of each calendar month (other than the months for which a
Payment Date Report is delivered) (the “Monthly Reporting Date”), the Borrower shall compile and provide (or
cause to be compiled and provided) to the Administrative Agent and the Equityholder a monthly report (which includes a Borrowing
Base Calculation Statement prepared by the Collateral Manager and provided to the Collateral Administrator for inclusion in the
Monthly Report) (each, a “Monthly Report”) in accordance with this Section 8.09. The Borrower shall
compile and provide (or cause to be compiled and provided) to the Administrative Agent and the Collateral Administrator 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), the Collateral Administrator
and the Administrative Agent). The Borrower shall provide (or cause to be provided) the Data File no later than ten (10) Business
Days following the Monthly Report Determination Date. As used herein, the “Monthly Report Determination Date”
with respect to any calendar month will be the fifteenth day of the prior calendar month. The first Monthly Report shall be delivered
on May 12, 2017 and shall be determined with respect to the Monthly Report Determination Date that is April 15, 2017. The Monthly
Report for a calendar month shall be in a form reasonably acceptable to the Borrower, the Collateral Administrator, the Collateral
Manager, the Equityholder 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.


 


(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 Equityholder 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 Manager, the Equityholder, the Collateral
Administrator 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) unless previously disclosed under Section 5.01(d)(vii) or 8.09(a).


 


The first Payment Date
Report shall be delivered on June 13, 2017, shall be determined with respect to the Determination Date that is June 8, 2017, and
shall be used in connection with the payments to be made on the Payment Date that is June 15, 2017.


 


(c)          Failure
to Provide Accounting. If the Collateral Agent shall not have received any accounting provided for in this Section 8.09
on the first Business Day after the date on which such accounting is due to the Collateral Agent, the Collateral Agent shall notify
the Borrower, 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 Article XV hereof to compile and provide the information
and reports to be provided in this Section 8.09; provided, however, that the Collateral Administrator’s
obligation to compile and provide such information and reports is subject to the receipt of the information necessary to do so
from the Collateral Manager and the Administrative Agent.


 




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Section
8.10.         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 and the Custodian 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 Collateral 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 (or the Custodian
on its behalf) 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 (or the Custodian on its behalf) may deliver any such item in physical form for examination
in accordance with street delivery custom; provided, further, that neither the Collateral Agent nor the Custodian
will be deemed to have notice of an Event of Default unless it has received notice thereof.


 


(b)          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 (and its designees) shall deposit any proceeds received by it from the
disposition of a Collateral Loan in the Collection Account as instructed by the Collateral Manager, unless simultaneously applied
to the purchase of additional Collateral Loans as permitted under and in accordance with the requirements of this Article VIII
and Article X.


 


(d)          The
Collateral Agent shall, upon receipt of a certificate of a Responsible Officer of the Borrower certifying that there are no Commitments
outstanding and all Obligations of the Borrower hereunder and under the other Facility Documents have been satisfied (other than
unasserted contingent obligations), 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 8.10(a) or (b) shall be automatically
released from the Lien of this Agreement.


 


Any direction received
by the Collateral Agent or the Custodian, as applicable, on or prior to 12:00 noon on any Business Day shall be effective on such
Business Day and any direction received by the Collateral Agent or the Custodian, as applicable, after 12:00 noon on any Business
Day, or at any time on any day that is not a Business Day, shall be effective in each case on the next succeeding Business Day.


 


Section 8.11.         Reports
by Independent Accountants


 


(a)          The
Collateral Manager will appoint a firm of independent certified public accountants, independent auditors or independent consultants
specializing in securitization transactions (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.


 




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(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 (starting with the fiscal year ending 2019), 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 reasonable requests of the Administrative Agent) with respect to a selection of
Monthly Reports and/or Payment Date Reports from the related fiscal year, as applicable, 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, as applicable, 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.


 


(c)          In
the event the Independent Accountants appointed pursuant to this Section 8.11 require the Collateral Agent or the Collateral Administrator,
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 or the Collateral Administrator,
as applicable, is hereby directed by the Borrower, to 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
and the Collateral Administrator 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 and the Collateral Administrator 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 and the
Collateral Administrator under this Agreement. The Collateral Agent and the Collateral Administrator are hereby authorized, without
liability on their 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 and the Collateral Administrator of 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.


 




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ARTICLE
IX


APPLICATION
OF FUNDS


 


Section
9.01.         Disbursements of Funds from Collection Account


 


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


 


(i)          On
each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Interest Proceeds on
deposit in the Collection Account, 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 applied in the following order of priority:


 


(A)         (1)
first, to pay all out-of-pocket costs and expenses of the Collateral Agent, the Collateral Administrator, the Securities
Intermediary and the Custodian 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 (2) shall not exceed the Administrative Expense Cap
for such Payment Date; provided, further, that upon any commencement of the exercise of remedies described in Section
6.02, Administrative Expenses paid pursuant to this subclause (A)(2) to the Collateral Administrator, the Collateral
Agent, the Securities Intermediary or the Custodian shall be paid without regard to the Administrative Expense Cap;


 


(B)         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;


 


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


 


(D)         to
pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) in an amount required to
cure any Borrowing Base Deficiency or to cure any failure of the Equity Coverage Test or the Minimum Equity Test;


 


(E)         during
the Amortization Period, to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) in
an amount equal to the Mandatory Amortization Amount for such Payment Date;


 


(F)         for
deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;


 


(G)         (1)
first, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative
Agent pursuant the Administrative Agent Fee Letter and any other Facility Documents and (2) second, to the Lenders (or related
indemnified parties) to pay any fees, expenses, indemnities and other amounts payable by the Borrower under any Facility Document;


 




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(H)         (1)
first, to the payment or application of amounts referred to in clause (A) above (in the same order of priority
specified therein), to the extent not paid in full pursuant to applications under such clause; and (2) second, 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)         to
the Equityholder to make Permitted Tax Distributions; and


 


(J)         to
be allocated at the discretion of the Collateral Manager (as set forth in the Payment Date Report) to any one or more of the following
payments: (1) to prepay the Advances or (2) to the Borrower or its designee, which amounts may be distributed to the Equityholder.


 


(ii)         On
each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Principal Proceeds
on deposit in the Collection Account 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 applied in the following order of priority:


 


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


 


(B)         during
the Amortization Period, to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage)
until the Advances are paid in full; provided that if the amount on deposit in the Unfunded Reserve Account equals or exceeds
the amount of outstanding Advances, the Borrower (or the Collateral Manager on its behalf) may elect to withdraw such amounts from
the Unfunded Reserve Account and repay the Advances pursuant to this clause (B);


 


(C)         to
the payment of unpaid amounts under clauses (G) and (H) in clause (i) above (in the same order of priority
specified therein), to the extent not paid in full thereunder;


 


(D)         during
the Reinvestment Period, at the discretion of the Collateral Manager, all remaining amounts shall be allocated to any one or more
of the following payments: (1) to the Collection Account for the purchase of additional Collateral Loans and the funding of Delayed
Drawdown Collateral Loans and Revolving Collateral Loans or (2) for deposit into the Unfunded Reserve Account; and


 


(E)         during
the Amortization Period, to the Borrower or its designee, which amounts may be distributed to the Equityholder.


 


(iii)         On
each Payment Date after the occurrence and during the continuance of an Event of Default, or if an Event of Default would result
from the application of Collections pursuant to the preceding clauses (i) or (ii), all Collections on deposit in
the Collection Account, 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 applied in the following order of priority:


 









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(A)         (1)
first, to pay all out-of-pocket costs and expenses of the Collateral Agent, the Collateral Administrator, the Securities
Intermediary and the Custodian incurred in connection with any sale of Collateral or exercise of other remedial rights pursuant
to Section 7.03; and (2) second, to pay other Administrative Expenses in accordance with the priorities specified
in the definition thereof; provided that the amount in this clause (2) shall not exceed the Administrative Expense
Cap for such Payment Date; provided, further, that upon any commencement of the exercise of remedies described in
Section 6.02, Administrative Expenses paid pursuant to this subclause (A)(2) to the Collateral Administrator, the
Collateral Agent, the Securities Intermediary or the Custodian shall be paid without regard to the Administrative Expense Cap;


 


(B)         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;


 


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


 


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


 


(E)         for
deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;


 


(F)         to
the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant
the Administrative Agent Fee Letter and any other Facility Documents;


 


(G)         to
the Lenders (or related indemnified parties) to pay any fees, expenses, indemnities and other amounts payable by the Borrower under
any Facility Document;


 


(H)         to
the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein),
to the extent not paid in full pursuant to applications under such clause;


 


(I)         to
the payment of amounts referred to in clause (B) above, to the extent not paid in full pursuant to such clause;


 


(J)         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; and


 


(K)         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 Collection 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.


 




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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 (or waiver, by the Administrative Agent) of the conditions specified in Sections
10.04, the Borrower may, but will not be required to, sell any Collateral Loan if such sale meets each of the requirements
set forth below:


 


(i)          no
Default or Event of Default exists and is continuing or would result upon giving effect thereto;


 


(ii)         upon
giving effect thereto and to the application of the proceeds thereof, each of the Coverage Tests, Collateral Quality Test and Concentration
Limitations shall be satisfied (or, if any Collateral Quality Test or any Concentration Limitation is not satisfied before the
making of such sale, the level of compliance with the Collateral Quality Test or such Concentration Limitation shall be improved);


 


(iii)        such
sale is made for Cash; and


 


(iv)        no
adverse selection procedures have been employed by the Borrower (or the Collateral Manager on behalf of the Borrower) in selecting
the Collateral Loans for sale.


 


(b)          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.


 


(c)          Certain
Restrictions. In the case of a sale of a Collateral Loan to an Affiliate of the Borrower 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.


 


(d)          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 Collection Account for disbursement in accordance with Section 9.01 or reinvestment
in additional Collateral Loans in accordance with Section 10.02.


 


Section
10.02.         Purchase of Additional Collateral Loans


 


On any date during
the Reinvestment Period, if no Default or Event of Default has occurred and is continuing, the Collateral Manager on behalf of
the Borrower may, if the conditions specified in this Section 10.02 and Section 10.04 are met (or, solely in the
case of the conditions set forth in Section 10.04, waived by the Administrative Agent), invest Principal Proceeds (and accrued
interest received with respect to any Collateral Loan to the extent used to pay for accrued interest on additional Collateral Loans)
in additional Collateral Loans; provided that no Collateral Loan may be purchased unless each of the following conditions
is satisfied as of the date such Collateral Loan is added to the Collateral:


 


(i)          such
obligation is an Eligible Collateral Loan;


 




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(ii)         the
conditions to making an Advance, as set forth in Section 3.02, are satisfied.


 


Section
10.03.         [Reserved].


 


Section
10.04.         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 if effected
with a Person that is an Affiliate of the Equityholder (or with an account or portfolio for which the Equityholder or any of its
Affiliates serves as investment adviser), shall be (i) for fair market value, (ii) 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 (iii) effected
in accordance with all Applicable Laws.


 


(b)          Upon
each acquisition by the Borrower of a Collateral Loan (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 Custodian on behalf of the Collateral Agent.


 


(c)          The
Borrower shall not, nor shall the Collateral Manager on behalf of the Borrower, acquire (whether by purchase or substitution) or
dispose of any Collateral Loan unless each of the following conditions is met: (a) if such Collateral Loan is being acquired by
the Borrower, it is an Eligible Collateral Loan, (b) such Collateral Loan is being acquired or disposed of in accordance with the
terms of this Agreement, (c) such Collateral Loan is not being acquired or disposed of for the primary purpose of recognizing gains
or decreasing losses resulting from market value changes and (d) the Collateral Manager reasonably believes (which determination
shall not be subject to question based on subsequent events) that such acquisition or disposition will not result in a downgrade
or withdrawal of any rating assigned by a rating agency to the Advances, if applicable.


 


Section
10.05.         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 Event of Default, satisfying the Coverage Tests, enabling the acquisition or
sale of any Collateral Loan or satisfying any conditions under Section 3.02. Each contribution shall either be made (a)
in Cash, (b) by assignment and contribution of an Eligible Investment and/or (c) by assignment and contribution of an Eligible
Collateral Loan. All Cash contributed or loaned to the Borrower shall be treated as Principal Proceeds, except to the extent that
the Equityholder specifies that such Cash shall constitute Interest Proceeds, and shall be deposited into a Collection Account
in accordance with Section 8.02 as designated by the Equityholder.


 




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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 the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative
Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide
instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner.


 


(b)          If
the Collateral Agent has been requested or directed by the Administrative Agent or 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).


 


(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 Administrative Agent or 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 Administrative Agent or the Required
Lenders or Persons purporting to be the Administrative Agent or 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.


 


(e)          Instructions
to Collateral Agent.


 




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(i)          The
Collateral Agent 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 Required Lenders or the Administrative Agent,
as applicable, as it reasonably deems necessary. In the absence of gross negligence, fraud or willful misconduct by the Collateral
Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to any Proper Instruction
of the Borrower, the Collateral Manager, the Required Lenders or the Administrative Agent, as applicable.


 


(ii)         Whenever
the Collateral Agent 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 Collateral Agent 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 Collateral Agent may, so long as no Event of Default has occurred
and is continuing, request instructions from the Collateral Manager and may, after the occurrence and during the continuance 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 Collateral
Agent shall, in the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, have no liability, risk or
cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent.


 


(f)          General
Standards of Care for the Collateral Agent. Notwithstanding any terms herein contained to the contrary, the acceptance by the
Collateral Agent 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
Collateral Agent shall not be deemed to have notice of any fact, claim or demand with respect hereto unless actually known by a
Responsible Officer of the Collateral Agent or unless (and then only to the extent) received in writing by the Collateral Agent
and specifically referencing this Agreement. The Collateral Agent shall not be charged with knowledge of any notices, documents,
instruments or reports delivered or prepared by the Collateral Administrator. The Collateral Agent is not responsible for or chargeable
with knowledge of any terms or conditions contained in any other agreement to which it is not a party referred to herein. It is
hereby acknowledged that the Collateral Agent shall have no responsibility for filing or recording any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien
granted by any Person under any Facility Document or Related Document.


 


(ii)         No
provision of this Agreement shall require the Collateral Agent 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 Collateral Agent 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.


 




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(iii)        The
permissive right of the Collateral Agent to take any action hereunder shall not be construed as a duty.


 


(iv)        The
Collateral Agent may act or exercise its duties or powers hereunder through agents or attorneys-in-fact, and the Collateral Agent
shall not be liable or responsible for the actions or omissions of any such agent or attorney-in-fact selected by it with reasonable
care.


 


(v)         The
Collateral Agent shall have no obligation to determine the Interest Rate or whether an asset is an Eligible Collateral Loan.


 


Section
11.02.         Delegation of Duties


 


(a)          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.


 


(b)          Without
limiting the generality of Section 11.02(a), the Administrative Agent may at any time or from time to time designate one or more
of its Affiliates to execute any of its duties under this Agreement and each other Facility Document.


 


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, fraud 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 the advice or opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such
opinion and shall not be liable for any action taken, suffered 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 investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the
other Facility Documents, any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion,
direction or other instrument or writing 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; (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) reasonably believed by it to be genuine and believe by
it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements,
information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing
delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection,
collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required
to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any
Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever
to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any
liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular
priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any
of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower,
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. In the absence of gross negligence, fraud
or willful misconduct by such Agent, 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 such Agent was grossly negligent in ascertaining the relevant
facts or engaged in fraud or willful misconduct. 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, provided that
such Agent takes commercially reasonable efforts to resume performance after the cessation of such acts. 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.


 




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(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.


 


(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 the 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. 


 


(b)          Any
successor Administrative Agent and any successor Collateral Agent shall be a U.S. Person (within the meaning of Section 7701(a)(30)
of the Code) and shall be a bank with an office in the United States of America or an Affiliate of such bank and a “financial
institution” within the meaning of Treasury Regulations Section 1.1441-1 (as in effect on the date hereof). 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 an Event
of Default shall have occurred and is continuing. 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.


 


(c)          Subject
to the terms of this Section 11.05(c) the Administrative Agent may, upon thirty (30) days’ notice to the Collateral
Manager, the Equityholder, the 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), but not in its capacities as Administrative Agent or Lender, if applicable. 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 capacities as Administrative Agent or Lender, if applicable)
and the provisions of this Article XI 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.


 


Section
11.06.         Merger, Conversion, Consolidation
or Succession to Business of Agents


 


Any organization or
entity into which any Agent may be merged or converted or with which it may be consolidated, or
any organization or entity resulting from any merger, conversion or consolidation to which such Agent shall be a party, or any
organization or entity succeeding to all or substantially all of the corporate trust business of such Agent, shall be the successor
of such Agent hereunder, without the execution or filing of any document or any further act on the part of any of the parties hereto.


 




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Section
11.07.         Titles


 


Notwithstanding any
provision to the contrary contained elsewhere in this Agreement or in any other Facility Document, no Person listed on the cover
page of this Agreement as a “bookrunner” or “arranger” shall have any duties or responsibilities, nor shall
such Person have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any other Facility Document or otherwise exist against
such Persons in their respective capacities as such.


 


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, the Collateral Manager or the Equityholder in any case shall entitle the Borrower,
the Collateral Manager or the Equityholder to any other or further notice or demand in similar or other circumstances.


 


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


 


(i)          any
Fundamental Amendment shall require the written consent of all Lenders (or, in the case of clauses (a) through (d) of the definition
of Fundamental Amendment, in addition to the consent of the foregoing, each Lender directly affected thereby);


 


(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;


 


(iii)        any
amendment to Section 12.06(a)(iv), clause (a)(ii) of the first proviso to Section 12.09, or Section 12.18
shall require the consent of each CP Lender.


 




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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 8 (or, if not provided on Schedule
8 with respect to any party, such address, facsimile number or email address provided by such party in writing to the Administrative
Agent), (ii) in the case of notices to any Lender, posted to Intralinks® (to the extent such system is available and set up
by or at the direction of Administrative Agent prior to posting) in an appropriate location by uploading such notice, demand, request,
direction or other communication to www.intralinks.com, faxing it to 866-545-6600 with an appropriate bar-code fax coversheet or
using such other means of posting to Intralinks® as may be available and reasonably acceptable to the Administrative Agent
prior to such posting, or (iii) in the case of notices to any Lender, posted to any other 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
8 (or, if not provided on Schedule 8 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 8 (or, if not provided on Schedule 8 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)          Each
of the Collateral Agent, the Custodian and the Collateral Administrator hereby 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 any of
the Collateral Agent, the Custodian or the Collateral Administrator, as applicable, 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 any of the Collateral Agent, the Custodian or the Collateral Administrator, as applicable, e-mail
(or .pdf files of executed documents) or facsimile instructions (or instructions by a similar electronic method), the Collateral
Agent’s, the Custodian’s or the Collateral Administrator’s understanding of such instructions actually received
by any of the Collateral Agent, the Custodian or the Collateral Administrator, as applicable, shall be deemed controlling in the
event that such instructions are ambiguous; provided that prior to acting in response to any such instructions that it deems to
be ambiguous, the Collateral Agent, Custodian or Collateral Administrator shall use commercially reasonable efforts to contact
the instructing party and obtain from such instructing party any necessary clarifications with respect to such instructions. Each
of the other parties hereto understands and agrees that the none of the Collateral Agent, the Custodian or the Collateral Administrator
can determine the identity of the actual sender of such instructions and that the Collateral Agent, the Custodian or the Collateral
Administrator shall conclusively presume that directions that purport to have been sent by an officer listed on the incumbency
certificate provided to it have been sent by such officer. The other parties hereto shall be responsible for ensuring that only
authorized officers transmit such instructions to the Collateral Agent, the Custodian or the Collateral Administrator and that
each such party is solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords
and/or authentication keys upon receipt by it. None of the Collateral Agent, the Custodian or the Collateral Administrator shall
be liable for any losses, costs or expenses arising directly or indirectly from the Collateral Agent’s, the Custodian’s
or the Collateral Administrator’s, as applicable, reasonable, good faith reliance upon and compliance with such instructions,
notwithstanding that such directions conflict with or are inconsistent with a subsequent written instruction, subject to the duty
of care applicable to such Person acting in such capacity. Each of the other parties hereto agrees (i) to assume all risks arising
out of its respective use of such electronic methods to submit instructions and directions to any of the Collateral Agent, the
Custodian or the Collateral Administrator, as applicable, including without limitation the risk of any of the Collateral Agent,
the Custodian or the Collateral Administrator, as applicable, acting on unauthorized instructions, and the risk of interception
and misuse by third parties, (ii) that it is fully informed of the protections and risks associated with the various methods of
transmitting Instructions to the Collateral Agent, the Custodian or the Collateral Administrator and that there may be more secure
methods of transmitting instructions than the method(s) selected by it, (iii) that the security procedures (if any) to be followed
in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its
particular needs and circumstances and (iv) to notify the Collateral Agent, the Custodian or the Collateral Administrator immediately
upon learning of any compromise or unauthorized use of the security procedures.


 




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Section
12.03.         Taxes


 


(a)          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 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.


 


(b)          In
addition, 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 or filing taxes or any other excise or property taxes,
charges or similar Taxes or levies 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 (other than an assignment made pursuant to Section 2.16 or
Section 12.03(g)) (collectively, the “Other Taxes”).


 


(c)          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 or Other Taxes (including any Non-Excluded Taxes or Other 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 payments
to a Secured Party) and (ii) any reasonable expenses arising therefrom or with respect thereto, in each case whether or not such
Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate
describing in reasonable detail the basis thereof and 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.


 


(d)          Promptly
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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(e)          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 Non-Excluded Taxes or Other 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 Non-Excluded Taxes or Other 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) as such Secured Party shall determine in its
sole discretion, but acting in good faith, to be attributable to the relevant Non-Excluded Taxes or Other Taxes; 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 (e) (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority). Notwithstanding anything to the contrary in this paragraph (e), in no event
will the Secured Party be required to pay any amount to an indemnifying party pursuant to this paragraph (e) 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.


 


(f)          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 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(f)(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.


 


(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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(i)          in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any 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;


 


(ii)         executed
originals of IRS Form W-8ECI;


 


(iii)        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


 


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


 


(g)          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 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.


 


(h)          Nothing
in this Section 12.03 shall be construed to require any Secured Party to make available its Tax returns (or any other information
relating to its Taxes that it deems confidential) to the Borrower or any other Person.


 


(i)          Each
Lender shall severally indemnify each Agent, within ten (10) days after demand therefor, for (i) any Non-Excluded Taxes and Other
Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified such Agent for such Non-Excluded
Taxes or Other Taxes, as applicable, 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).


 


Section
12.04.         Costs and Expenses; Indemnification


 


(a)          The
Borrower agrees to promptly pay on written demand all reasonable and documented out-of-pocket costs and expenses of the Agents,
the Custodian, the Securities Intermediary and the Collateral Administrator 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 plus, if necessary, one additional local counsel, one
outside counsel for the Collateral Agent, the Custodian, the Securities Intermediary and the Collateral Administrator (unless one
counsel shall not be able to represent such parties due to an actual or perceived conflict of interest), 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, 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 written 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 or the Custodian
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 and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and
other professionals engaged by the Collateral Agent and the Collateral Administrator. 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.


 




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(b)          The
Borrower agrees to indemnify and hold harmless each Secured Party, each Conduit Trustee, 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 (limited, solely in the case of Liabilities owing to the Administrative Agent in respect of attorney’s fees and expenses,
to the reasonable and documented attorney’s fees and expenses of one outside counsel and one local counsel in each applicable
jurisdiction), 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 any such transactions are consummated),
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 Manager contained in any Facility Document; (iii) any
representation or warranty made or deemed made by the Borrower or 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; (iv) any
failure by the Borrower or the Collateral Manager 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 is 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; in each case, except (A) 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, (B) to the extent any such Liability results from a claim brought by the Borrower against an
Indemnified Party (other than the Collateral Agent, the Custodian or the Collateral Administrator) for material breach of such
Indemnified Party’s obligations hereunder or under any other Facility Document, if the Borrower has obtained a final, nonappealable
judgment in its favor on such claim as determined by a court of competent jurisdiction, or (C) to the extent any such Liability
results from a claim solely between or among Indemnified Parties (other than any claims against an Indemnified Party in its capacity
or in fulfilling its role as the Administrative Agent, Collateral Agent, Custodian, Securities Intermediary, Collateral Administrator
or any similar role) and not arising out of any act or omission on the part of the Borrower, the Collateral Manager or their respective
Affiliates. 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 affects
any settlement of a matter that is (or could be) subject to indemnification hereunder without the prior written consent of the
Borrower (which consent shall not be unreasonably withheld or delayed), but if settled with such consent or if there is a final
judgment for the party claiming against such Indemnified Party, the Borrower 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(b). 
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. 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 any such transactions are consummated), 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 affects 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. 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.


 




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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 any Person (other than to a Disqualified Person) 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, together with ratable portions
of its Commitment); 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 (1) a Lender or any of its Affiliates or (2) managed by a Lender or
any of its Affiliates;


 


(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 be continuing;


 


(iii)        notwithstanding
anything herein to the contrary, each Lender may make an assignment to any Person (which each Lender agrees to use reasonable efforts
to make such assignment to a Person who is not a Disqualified 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); and


 




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(iv)        any
CP Lender may make an assignment to its Conduit Support Provider, any other CP Lender for which the Conduit Support Provider of
such assignor or an Affiliate thereof is the Conduit Support Provider, its Program Manager or any other CP Lender for which such
assignor’s Program Manager or an Affiliate thereof is the Program Manager, without the consent of the Borrower or the Administrative
Agent.


 


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(f), together with administrative details for the applicable assignee
(if such assignee is not a current Lender or an Affiliate of Citibank, N.A.). Notwithstanding any other provision of this Section
12.06, (x) no assignment may be made to the Borrower or any of its Affiliates, and (y) no assignment shall be made to any Defaulting
Lender, a natural person or any Person that, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described
in this clause (y).


 


(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) the Borrower, the Agents, the Collateral Administrator, the Custodian and the Securities Intermediary 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(f) 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 Administrative Agent and from time to time upon reasonable prior notice and shall be available to any Lender
(as to itself but not as to any other Lender or Agent) at any reasonable time and from time to time upon reasonable prior notice.
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, any Agent, the Collateral Administrator, the Custodian or the Securities Intermediary 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, each signature page hereto, each Assignment and Acceptance delivered to and accepted
by it, and a register (the “Register”) for the recordation of the names, addresses and wiring instructions 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 Custodian, the Securities Intermediary and the Lenders shall
treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register
shall be available for inspection by the Borrower, the Collateral Agent 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 with respect to the Advances, 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 and each Lender hereunder, and each Participant, must
at all times be an “accredited investor” as defined in paragraphs (1), (2), (3), and (7) of Rule 501(a) under the Securities
Act (an “Accredited Investor”) and a “qualified purchaser” as defined in the Investment Company
Act (a “Qualified Purchaser”). 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 an Accredited Investor and a Qualified Purchaser and it is not a Disqualified
Person. Each Lender further agrees that it shall not assign, or grant any participations in, any of its Advances or Commitments,
as applicable, to any Person unless such Person is an Accredited Investor and a Qualified Purchaser.


 


(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.


 


(g)          The
Administrative Agent and each assignor of Advances or seller of a participation hereunder shall be entitled to rely conclusively
on a representation of the assignee Lender or Participant, as applicable, in the relevant Assignment and Acceptance or participation
agreement, as applicable, that such assignee or purchaser is not a Disqualified Person; provided that such reliance by such
assignor or seller is in good faith and reasonable under the circumstances. Upon reasonable request by any Lender, the Administrative
Agent shall provide, and Borrower hereby expressly authorizes the Administrative Agent to provide, the list of Disqualified Persons
to any Lender upon such Lender’s request therefor. Any assignment to a Disqualified Person or grant or sale of participation
to a Disqualified Person in violation of this Agreement shall be null and void. Notwithstanding anything to the contrary contained
in this Agreement, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender
or Participant or prospective Lender or Participant, as applicable, is a Disqualified Person or (y) have any liability with respect
to or arising out of any assignment of Advances or any participation, or disclosure of confidential information, to any Disqualified
Person.


 




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Section
12.07.         Governing Law


 


THIS AGREEMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT OR ANY OTHER FACILITY DOCUMENT (EXCEPT, AS TO ANY OTHER FACILITY
DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) 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.


 


Section
12.09.         Confidentiality


 


Each Secured Party
agrees to keep confidential all information provided to it by the Borrower, the Collateral Manager or the Equityholder with respect
to the Borrower, its Affiliates, the Collateral, the Related Documents, the Obligors, the Collateral Manager, the Equityholder
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) as reasonably required to comply with the provisions of this Agreement and the other Facility Documents (i) to any Secured
Party or any Affiliate of a Secured Party or (ii) any of their respective Affiliates, employees, officers, directors, auditors,
agents, attorneys, accountants, other professional advisors and, in the case of any CP Lender, to its respective Program Manager,
Conduit Support Providers, any Conduit Rating Agency (including its professional advisors), any Conduit Trustee and any Affiliates
of any such party (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 (including in connection with any pledge or grant a security interest permitted pursuant to Section
12.06(f)) 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)
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, use commercially reasonable efforts to promptly
notify the Borrower and the Collateral Manager in advance of such pending disclosure), (d) 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
in violation of this Agreement, (e) in connection with the performance of the terms of this Agreement and 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, (f) 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), (g) 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 (h) with the consent of the Borrower.


 




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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 2.09, 2.10, 2.12, 2.23, 12.03, 12.04, 12.09,
12.16, 12.17, 12.18, 13.09(d), 14.06(b), 15.09 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.


 


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)          other
than the Custodian, Collateral Agent, Securities Intermediary and the Collateral Administrator, 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;


 




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(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.


 


Section
12.13.         IMPORTANT WAIVERS


 


TO THE EXTENT
PERMITTED BY APPLICABLE LAW, 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 COLLATERAL MANAGER, THE BORROWER, THE EQUITYHOLDER, THE AGENTS, THE COLLATERAL
ADMINISTRATOR, THE CUSTODIAN, THE SECURITIES INTERMEDIARY 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 OR THE COLLATERAL MANAGER PURSUANT TO THE FACILITY DOCUMENTS. 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 TO THE EXTENT PERMITTED BY APPLICABLE LAW, 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. THE PROVISIONS OF THIS SECTION
12.13 SHALL SURVIVE TERMINATION OF THE FACILITY DOCUMENTS AND THE INDEFEASIBLE PAYMENT IN FULL OF THE OBLIGATIONS.


 




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Section
12.14.         PATRIOT Act Notice


 


Each Agent, the Collateral
Administrator, the Custodian, the Securities Intermediary and each 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, the Collateral Administrator, the Custodian,
the Securities Intermediary or such 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 in writing by any Lender,
the Collateral Administrator, the Custodian, the Securities Intermediary or any Agent in order to assist such Lender, the Collateral
Administrator, the Custodian, the Securities Intermediary or such Agent, as applicable, in maintaining compliance with the PATRIOT
Act.


 


Each of the Collateral
Agent, the Collateral Administrator, the Custodian, the Securities Intermediary also hereby notifies the Administrative Agent and
the Lenders that, pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that
identifies the Administrative Agent and the Lenders, which information includes the name and address of the Administrative Agent
and the Lenders and other information that will allow the Collateral Agent, the Collateral Administrator, the Custodian or the
Securities Intermediary the Agent or any Lender 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 in writing by any Lender, the Collateral Administrator,
the Custodian, the Securities Intermediary or any Agent in order to assist such Lender, the Collateral Administrator, the Custodian,
the Securities Intermediary or such Agent, as applicable, in maintaining compliance with the PATRIOT Act. The Administrative Agent
and the Lenders shall provide, to the extent commercially reasonable, such information and take such actions as are reasonably
requested in writing by the Collateral Agent, the Collateral Administrator, the Custodian or the Securities Intermediary in order
to assist the Collateral Agent, the Collateral Administrator, the Custodian or the Securities Intermediary, 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 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 and the termination of all Commitments;
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


 


To the extent permitted
by Applicable Law, 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.         Special Provisions Applicable to CP Lenders.


 


(a)          Each
of the parties hereto (each, a “Restricted Person”) hereby agrees that it will not institute against any CP
Lender, or encourage, cooperate with or join any other Person in instituting against any CP Lender, any proceeding seeking a judgment
of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors'
rights, present a petition for the winding up or liquidation of any CP Lender or seek the appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or other similar official for any CP Lender or for all or substantially all
of its assets prior to the date that is two years and one day (or, if longer, the applicable preference period then in effect)
after the last day on which any Commercial Paper Notes shall have been outstanding.


 


(b)          Provided
that the Restricted Person has complied with clause (a), nothing in clause (a) above shall limit the right of any Restricted Person
to file any claim in or otherwise take any action with respect to any proceeding of the type described in clause (a) above that
was instituted against any CP Lender by any person other than such Restricted Person.


 


(c)          Notwithstanding
anything to the contrary contained herein, the obligations of any CP Lender under this Agreement are solely the corporate obligations
of such CP Lender and, in the case of obligations of any CP Lender other than Commercial Paper Notes, including the obligations
under this Agreement, shall be payable at such time as funds are received by or are available to such CP Lender in excess of funds
necessary to pay in full all outstanding Commercial Paper Notes or other short-term funding backing its Commercial Paper Notes
and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against
such CP Lender but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101
of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes.


 




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(d)          No
recourse under any obligation, covenant or agreement of any CP Lender contained in this Agreement shall be had against any incorporator,
stockholder, officer, director, employee or agent of such CP Lender or any of their Affiliates (solely by virtue of such capacity)
by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly
agreed and understood that this Agreement is solely a corporate obligation of any such CP Lender individually, and that no personal
liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such
CP Lender or any agent thereof or any of their Affiliates (solely by virtue of such capacity) or any of them under or by reason
of any of the obligations, covenants or agreements of such CP Lender contained in this Agreement, or implied therefrom, and that
any and all personal liability for breaches by any CP Lender of any of such obligations, covenants or agreements, either at common
law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent
is hereby expressly waived as a condition of and in consideration for the execution of this Agreement, provided that the foregoing
shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions
made by them. No CP Conduit shall or shall be obligated to, pay any amount pursuant to this Agreement unless (x) such CP Conduit
has received funds which may be used to make such payment and which funds are not required to repay other debt of such CP Conduit
pursuant to the program documents governing such CP Conduit’s operations and (y) after giving effect to such payment, either
(A) such CP Conduit could issue its Commercial Paper Notes to refinance all of its outstanding Commercial Paper Notes (assuming
such outstanding Commercial Paper Notes matured at such time) in accordance with the program documents governing such CP Conduit’s
operations or (B) all of such CP Conduit’s Commercial Paper Notes are paid in full. Prior to the commencement of any insolvency
proceeding by or against a CP Conduit, any amount that such CP Conduit does not pay pursuant to the operation of the preceding
sentence shall not constitute a claim against or obligation of such CP Conduit for any such insufficiency unless and until such
payment may be made in accordance with the preceding sentence.


 


(e)          Each
CP Lender may act hereunder by and through its Program Manager.


 


(f)          Each
of the parties hereto waives any right to set-off and to appropriate and apply any and all deposits and any other indebtedness
at any time held or owing thereby to or for the credit or the account of any CP Lender against and on account of the obligations
and liabilities of such CP Lender to such party under this Agreement.


 


(g)          No
pledge and/or collateral assignment by any CP Lender to a Conduit Support Provider or Conduit Trustee of an interest in the rights
of such CP Lender in any Advance funded by such CP Lender and the Obligations shall constitute an assignment and/or assumption
of such CP Lender's obligations under this Agreement, such obligations in all cases remaining with such CP Lender. Moreover, any
such pledge and/or collateral assignment of the rights of such CP Lender shall be permitted hereunder without further action or
consent and any such pledgee may foreclose on any such pledge and perfect an assignment of such interest and enforce such CP Lender's
right hereunder, provided that any such foreclosure, perfection on an assignment or enforcement shall be subject to the
assignment provisions of Section 12.06.


 


(h)          Each
CP Lender or its Program Manager shall determine and announce to the Administrative Agent and the Borrower the CP Rate for each
Advance or portion thereof that is made by such CP Lender to the extent such CP Lender is funding the applicable Advance or portion
thereof through the issuance of Commercial Paper Notes, such determination to be conclusive absent manifest error.


 


Section
12.19.         [Reserved].


 




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Section
12.20.         [Reserved].


 


Section
12.21.         [Reserved].


 


Section
12.22.         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);


 


(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 Administrative Agent 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.


 




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(c)          Custodian.
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.


 


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 Borrower shall represent and warrant that the Loan Files delivered to the
Custodian are complete in all material respects. The Custodian shall notify the Collateral Administrator of the Custodian’s
receipt of any sealed envelopes described in Section 5.01(p) purporting to contain any original assignment of any Collateral
Loan or any original executed promissory note with respect to any Collateral Loan.


 


(i)          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.


 




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(ii)         In
the absence of gross negligence, fraud or willful misconduct of the Custodian, 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 on its face. 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 (acting at the direction of the Administrative 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 (acting at the direction of the Administrative Agent) or Administrative
Agent.


 


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 Borrower, 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.


 




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Section
13.07.         Certain General Terms


 


(a)          No
Duty to Examine Related Documents. 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 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 9 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 or the Collateral Manager, as applicable, to the contrary. The initial Authorized Persons are set forth
on Schedule 9 attached hereto and made a part hereof (as such Schedule 9 may be modified from time to time by written
notice from the Borrower, the Administrative Agent and the Collateral Manager as applicable, to the Custodian).


 


(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)          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 Manager 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, 





 




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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 Manager or Administrative Agent, as applicable.


 


(f)          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.


 


(g)          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.


 


Section
13.08.         Compensation and Reimbursement of Custodian


 


(a)          Fees.
The Custodian shall be entitled to compensation for its services in accordance with the terms of the Collateral Administration
and Agency 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 one legal counsel, plus, if necessary,
one additional local 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.


 




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(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. In the absence of gross negligence,
fraud or willful misconduct of the Custodian, the Custodian shall have no liability for any action (or forbearance from action)
taken pursuant to any Proper Instruction of the Borrower, the Collateral Manager, 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, so long as no Event of Default has occurred
and is continuing, request instructions from the Collateral Manager and may, after the occurrence and during the continuance 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.


 


(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,
fraud 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.


 




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(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.


 


(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 selected by it with reasonable care.


 


(ix)         The
Custodian shall not be responsible or liable for delays or failures in performance resulting from acts beyond its control, provided
that the Custodian takes commercially reasonable efforts to resume performance after the cessation of such acts. 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.


 




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(xii)        The
Custodian shall not be responsible for the accuracy or content of any certificate, statement, direction or opinion furnished to
it in connection with this Agreement or any other Facility Document or Related Document. The Custodian shall not be bound to make
any investigation into the facts stated in any resolution, certificate, statement, instrument, opinion, report, consent, order,
approval, bond or other document or have any responsibility for filing or recording any financing or continuation statement in
any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted by any
Person under any Facility Document or Related Document. The Custodian shall not be responsible to any Person for any recitals,
statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate
or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability,
perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person
or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions
related to any Person or the existence or possible existence of any Default or Event of Default. The Custodian shall not have any
obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or
insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled
to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure
or fidelity any of the rights, authorities and powers granted or available with respect thereto.


 


(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 caused by the Custodian’s
own actions constituting gross negligence, fraud 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 the Administrative Agent’s (each acting at the direction of the Required Lenders) direction or instruction
in connection with this Agreement (except to the extent due to the Custodian’s willful misconduct, gross negligence or fraud)
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.


 


Section
13.10.         Resignation and Removal; Appointment of Successor


 


(a)          Notwithstanding
anything to the contrary contained in this Agreement (including clauses (b) and (c) below), 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 13.11 and the assumption by such successor Custodian of the duties
and obligations of the Custodian hereunder.


 




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(b)          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.


 


(c)          The
Custodian may be removed at any time by the Administrative Agent (i) upon ten (10) Business 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.


 


(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 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.


 


Section
13.11.         Acceptance and Appointment by Successor


 


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.


 




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Section
13.12.         Merger, Conversion, Consolidation or Succession to Business of Custodian


 


Any organization or
entity into which the Custodian may be merged or converted or with which it may be consolidated, or any organization or entity
resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any organization or entity succeeding
to all or substantially all of the corporate trust business of the Custodian, shall be the successor of the Custodian hereunder,
without the execution or filing of any document or any further act on the part of any of the parties hereto.


 


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, (such Person, the “Collateral Manager”).
CION Investment Management, LLC 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.


 


(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.
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 (A) communicating with Obligors; (B) subject to the provisos to this subclause (B), executing
amendments or other modifications, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral,
provided that the Collateral Manager shall not consent to any amendment or other modification of any Collateral Loan or
any Related Document for any Collateral Loan that would violate the provisions of Section 5.02(s); and (C) 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;


 




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(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)      instructing
the Obligors or, if applicable, the administrative agents on the Collateral Loans to make payments directly into the Collection
Account;


 


(ix)         complying
with such other duties and responsibilities as required of the Collateral Manager by this Agreement; and


 


(x)          on
each Measurement Date, providing to the Borrower, each Lender, the Administrative Agent and the Collateral Agent the reports specified
Schedule 12 hereto, a Borrowing Base Calculation Statement and items 2, 3 and 17 of Schedule 2 hereto. On a monthly
basis, the Collateral Manager will provide to the Borrower, each Lender, the Administrative Agent and the Collateral Agent the
reports specified in Schedule 3 hereto.


 


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.


 


(c)          The
Collateral Manager shall not be responsible or liable for delays or failures in performance resulting from 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, provided that the Collateral Manager takes commercially reasonable efforts
to resume performance after the cessation of such acts and nothing herein shall prevent the occurrence of a Default, an Event of
Default or a Collateral Manager Default.


 




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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). Notwithstanding the foregoing, the Collateral Manager shall
act solely on behalf of the Borrower as an independent contractor for the sole purpose of providing the services described herein.


 


Section
14.04.         Separateness Provisions of the Borrower.


 


The Collateral Manager
shall not in any way interfere with or frustrate the Borrower’s compliance with the provisions of Section 5.05 of this Agreement
or the Separateness Provisions.


 


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.


 




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Section 14.06.         Expenses;
Indemnification


 


(a)          The
Collateral Manager shall be responsible for its expenses incurred by it in the performance of its obligations under this Agreement.


 


(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 any such transactions are consummated), 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 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; (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 or any Affiliate of 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 one
(1) Business Day 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 Collateral Loans, which were Ineligible Collateral Loans as of the date of any such computation; except
(A) 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, (B) to the extent
any such Liability results from a claim brought by the Collateral Manager against an Indemnified Party (other than the Collateral
Agent, the Custodian or the Collateral Administrator) for material breach of such Indemnified Party’s obligations hereunder
or under any other Facility Document, if the Collateral Manager has obtained a final, nonappealable judgment in its favor on such
claim as determined by a court of competent jurisdiction, or (C) to the extent any such Liability results from a claim solely between
or among Indemnified Parties (other than any claims against an Indemnified Party in its capacity or in fulfilling its role as the
Administrative Agent, Collateral Agent, Collateral Administrator or any similar role) and not arising out of any act or omission
on the part of the Borrower, the Collateral Manager or their respective Affiliates. 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 affects any settlement of a
matter that is (or could be) subject to indemnification hereunder without the prior written consent of the Collateral Manager (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 Collateral Manager 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 14.06(b).  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. 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.


 




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Section 14.07.         The
Collateral Manager Not to Resign; Assignment


 


(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.


 


Section 14.08.         Appointment
of Successor Collateral Manager


 


(a)          Upon
the occurrence of an Event of Default, notwithstanding anything herein to the contrary, the Administrative Agent (as directed by
the Required Lenders), with notice to the Borrower, the Equityholder, the Collateral Agent and the 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, the Collateral Agent and the 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.


 


(b)          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.


 




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(c)          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.


 


ARTICLE
XV


THE
COLLATERAL ADMINISTRATOR


 


Section
15.01.         Designation of Collateral Administrator


 


(a)          Initial
Collateral Administrator. Until a successor Collateral Administrator is appointed in accordance with this Article XV,
U.S. Bank National Association is hereby appointed as, and hereby accepts such appointment and agrees to perform the duties and
obligations of, Collateral Administrator pursuant to the terms hereof and of the other Facility Documents to which the Collateral
Administrator is a party.


 


(b)          Successor
Collateral Administrator. Upon the Collateral Administrator’s receipt of written notice from the Administrative Agent
of the designation of a successor Collateral Administrator pursuant to the provisions of Section 15.05, the Collateral Administrator
agrees that it will terminate its activities as Collateral Administrator hereunder. Notwithstanding such termination, the Collateral
Administrator shall be entitled to receive all accrued and unpaid Collateral Administration and Agency Fees and Administrative
Expenses due and owing to it at the time of such termination.


 


Section
15.02.         Certain Duties and Powers


 


(a)          The
Collateral Administrator shall assist the Borrower and the Collateral Manager in connection with monitoring the Collateral by maintaining
a database on certain characteristics of the Collateral on an ongoing basis and providing to the Borrower and the Collateral Manager
(and, where applicable, the Borrower’s independent public accountants) certain reports, schedules, calculations all
as more particularly described in this Section 15.02 below (in each case, such reports, schedules and calculations shall
be prepared in such form and content, and in such greater detail, as may be mutually agreed upon by the parties hereto from time
to time and as may be required by the Agreement) based upon information and data received from the Borrower and/or the Collateral
Manager, as required to be prepared and delivered (or which are necessary to be prepared and delivered in order that certain other
reports, schedules and calculations can be prepared and delivered) under Article VIII of this Agreement. The Collateral
Administrator’s duties and authority to act as Collateral Administrator hereunder are limited to the duties and authority
specifically provided for in this Agreement. The Collateral Administrator shall not be deemed to assume the obligations of the
Borrower or the Collateral Manager hereunder or any other Facility Document, and nothing herein
contained shall be deemed to release, terminate, discharge, limit, reduce, diminish, modify, amend or otherwise alter in any respect
the duties, obligations or Liabilities of the Borrower or the Collateral Manager under or pursuant to this Agreement or any other
Facility Document. Without limiting the foregoing, the Collateral Administrator shall perform the following functions:


 




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(i)          create
a database with respect to the Collateral Loans, Equity Securities and Eligible Investments credited to the Covered Accounts within
five (5) Business Days of the Closing Date;


 


(ii)         permit
access to the information in the Collateral database by the Collateral Manager and the Borrower;


 


(iii)        update
the Collateral database promptly for ratings changes and for Collateral Loans, Equity Securities and Eligible Investments acquired
or sold or otherwise disposed of and for any amendments or changes to Collateral Loan amounts or interest rates and, if direct
online viewing access to the foregoing is unavailable, report any updates as of the close of business on the preceding Business
Day to the Collateral database to the Administrative Agent no later than 5:00 p.m. on each Business Day, in
each case based upon, and to the extent of, information furnished to the Collateral Administrator by or on behalf of the Borrower
or the Collateral Manager as may be reasonably required by the Collateral Administrator, or by the agents for the obligors from
time to time;


 


(iv)        track
the receipt and daily allocation of cash to the Collection Account and any withdrawals therefrom (including the applicable Interest
Rates provided to the Collateral Administrator by the Administrative Agent) and, if direct online viewing access to the foregoing
is unavailable, report the balances of the Collection Account to the Administrative Agent no later than 5:00 p.m. on each Business
Day as of the close of business on the preceding Business Day;


 


(v)         prepare
and arrange for the delivery of each Monthly Report and Payment Date Report; and


 


(vi)        provide
the Collateral Manager with such other information as may be reasonably requested in writing by the Collateral Manager and as is
within the possession of the Collateral Administrator.


 


(b)          A
reasonably sufficient time prior to the date on which (i) each Monthly Report is required to be provided pursuant to Section
8.09(a) or (ii) each Payment Date Report is required to be provided pursuant to Section 8.09(b), the Collateral Administrator
shall calculate, using the information contained in the Collateral database created by the Collateral Administrator pursuant to
Section 15.02(a) above and any other Collateral information normally maintained by the Collateral Administrator, and subject
to the Collateral Administrator’s receipt from the Collateral Manager of the information required for the preparation of
the Monthly Report or the Payment Date Report, each item required to be stated in such Monthly Report or Payment Date Report in
accordance with this Agreement and provide the results of such calculations to the Collateral Manager so that the Collateral Manager
may confirm such results in accordance with Section 15.02(d). Upon approval by the Collateral Manager, the Collateral Administrator
shall deliver the Monthly Report or Payment Date Report, as applicable, to the Borrower, the Collateral Manager, the Equityholder
and the Administrative Agent in a form mutually acceptable to the Borrower, the Collateral Manager, the Equityholder, the Administrative
Agent and the Collateral Administrator.


 


(c)          No
provision of this Agreement shall be construed to relieve the Collateral Administrator from liability for its own grossly negligent
action, its own grossly negligent failure to act, or its own willful misconduct or fraud, except that:


 


(i)          this
subsection shall not be construed to limit the effect of subsection (a) of this Section 15.02;


 




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(ii)         the
Collateral Administrator shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Collateral
Administrator, unless it shall be proven that the Collateral Administrator was grossly negligent in ascertaining the pertinent
facts or engaged in fraud or willful misconduct;


 


(iii)        no
provision of this Agreement shall require the Collateral Administrator to expend or risk its own funds or otherwise incur any financial
or other liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers contemplated
hereunder, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against
such risk or liability is not reasonably assured to it unless such risk or liability relates to the
performance of its ordinary services under this Agreement; and


 


(iv)        in
no event shall the Collateral Administrator be liable for special, punitive, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits) even if the Collateral Administrator has been advised of the likelihood
of such damages and regardless of the form of such action.


 


(d)          The
Borrower and the Collateral Manager shall cooperate with the Collateral Administrator in connection with the matters described
herein, including calculations and information relating to the Monthly Reports and the Payment Date Reports or as otherwise reasonably
requested hereunder. Nothing herein shall obligate the Collateral Administrator to determine independently the correct characterization
or categorization of any item of Collateral under this Agreement (it being understood that any such characterization or categorization
shall be based exclusively upon the determination and notification received by the Collateral Administrator from the Collateral
Manager). The Collateral Manager shall review and verify the contents of the aforesaid reports. To the extent any of the information
in such reports, instructions or certificates conflicts with information, data or calculations in the records of the Collateral
Manager, the Collateral Manager shall notify the Collateral Administrator of such discrepancy and use commercially reasonable efforts
to assist the Collateral Administrator in reconciling such discrepancy. The Collateral Administrator shall cooperate with the Collateral
Manager in connection with the Collateral Manager’s review of the contents of the aforesaid reports, instruction and certificates
and will use commercially reasonable efforts to provide such items to the Collateral Manager within a reasonably sufficient time
(as agreed between the Collateral Manager and the Collateral Administrator) prior to any applicable due date to enable such review.
The Collateral Manager further agrees to send such reports, instructions, statements and certificates to the Borrower for execution.



 


(e)          The
Collateral Administrator shall have no obligation to determine the Asset Value or the price of any Collateral in connection with
any actions or duties under this Agreement. Nothing herein shall prevent the Collateral Administrator or any of its Affiliates
from engaging in other businesses or from rendering services of any kind to any Person. 


 


(f)          The
Collateral Administrator shall in no event have any liability for the actions or omissions of the Borrower, the Collateral Manager,
the Administrative Agent, the Custodian (but only if not the same Person as the Collateral Administrator) or any other Person,
and shall have no liability for any inaccuracy or error in any duty performed by it that results from or is caused by inaccurate,
untimely or incomplete information or data received by it from the Borrower, the Collateral Manager, the Custodian (but only if
not the same Person as the Collateral Administrator) or another Person except to the extent that such inaccuracies or errors are
caused by the Collateral Administrator's own bad faith, willful misconduct, gross negligence, fraud or reckless disregard of its
duties hereunder. The Collateral Administrator shall not be liable for failing to perform or any delay in performing its specified
duties hereunder which results from or is caused by a failure or delay on the part of the Borrower, the Collateral Manager, the
Administrative Agent, the Custodian (but only if not the same Person as the Collateral Administrator) or any other Person in furnishing
necessary, timely and accurate information to the Collateral Administrator.


 




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(g)          It
is expressly acknowledged by the Borrower and the Collateral Manager that application and performance by the Collateral Administrator
of its various duties hereunder (including recalculations to be performed in respect of the matters contemplated hereby) shall
be based upon, and in reliance upon, data and information provided to it by the Collateral Manager (and/or the Borrower) with respect
to the Collateral, and the Collateral Administrator shall have no responsibility for the accuracy of any such information or data
provided to it by such Persons. Nothing herein shall impose or imply any duty or obligation on the part of the Collateral Administrator
to verify, investigate or audit any such information or data, or to determine or monitor on an independent basis whether any obligor
under the Collateral is in default or in compliance with the underlying documents governing or securing such securities, from time
to time, the role of the Collateral Administrator hereunder being solely to perform certain mathematical computations and data
comparisons and to provide certain reports and other deliveries, as provided herein. For purposes of monitoring changes in ratings,
the Collateral Administrator shall be entitled to use and rely (in good faith) exclusively upon one or more reputable electronic
financial information reporting services, and shall have no liability for any inaccuracies in the information reported by, or other
errors or omissions of, any such services.


 


(h)          Nothing
herein shall obligate the Collateral Administrator to determine independently any characteristic of a Collateral Loan, or to evaluate
or verify the Collateral Manager's characterization of any Collateral Loan, including whether any item of Collateral is a Broadly
Syndicated Loan, Caa/CCC Loan, Revolving Collateral Loan, Delayed Drawdown Collateral Loan, Fixed Rate Obligation, Noteless Loan,
PIK Loan, DIP Loan, Related Loan, Eligible Collateral Loan, Ineligible Collateral Loan, Equity Security, First Lien Loan, Second
Lien Loan, Floor Obligation, Structured Finance Obligation, Certificated Security, Uncertificated Security or Covenant Lite Loan,
any such determination being based exclusively upon notification the Collateral Administrator receives from the Collateral Manager
or from (or in its capacity as) the Collateral Agent (based upon notices received by the Collateral Agent from the obligor, trustee
or agent bank under an underlying governing document, or similar source) and nothing herein shall obligate the Collateral Administrator
to review or examine any underlying instrument or contract evidencing, governing or guaranteeing or securing any Collateral Loan
in order to verify, confirm, audit or otherwise determine any characteristic thereof. In addition, the Collateral Manager shall
notify the Collateral Administrator of any Material Modification of a Collateral Loan.


 


Section
15.03.         Certain Rights of Collateral Administrator


 


Notwithstanding any
terms herein contained to the contrary, the acceptance by the Collateral Administrator 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):


 


(a)          The
Collateral Administrator may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document
reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.


 


(b)          If,
in performing its duties under this Agreement, the Collateral Administrator is required to decide between alternative courses of
action, the Collateral Administrator may request written instructions from the Collateral Manager acting on behalf of the Borrower
as to the appropriate course of action desired by it. If the Collateral Administrator does not receive such instructions within
two (2) Business Days after it has requested them, the Collateral Administrator may, but shall be under no duty to, take or refrain
from taking any such courses of action, provided that the Collateral Administrator shall, as soon as practicable thereafter,
notify the Collateral Manager of which course of action, if any, it has decided to take. The Collateral Administrator shall act
in accordance with instructions received after such two-Business Day period except to the extent it has already taken, or committed
itself to take, action inconsistent with such instructions.


 




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(c)          Neither
the Collateral Administrator 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, fraud or willful misconduct on its part and in breach of the terms of this Agreement. The Collateral Administrator
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.


 


(d)          In
no event shall the Collateral Administrator 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.


 


(e)          The
Collateral Administrator 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 15.04 below.


 


(f)          The
Collateral Administrator shall not be deemed to have notice of any fact, claim or demand with respect hereto unless actually known
by a Responsible Officer of the Collateral Administrator or unless (and then only to the extent) received in writing by the Collateral
Administrator and specifically referencing this Agreement.


 


(g)          No
provision of this Agreement shall require the Collateral Administrator 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 Collateral Administrator 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.


 


(h)          The
permissive right of the Collateral Administrator to take any action hereunder shall not be construed as a duty.


 


(i)          The
Collateral Administrator may act or exercise its duties or powers hereunder through agents or attorneys, and the Collateral Administrator
shall not be liable or responsible for the actions or omissions of any such agent or attorney selected by it with reasonable care.


 


(j)          The
Collateral Administrator shall not be responsible or liable for delays or failures in performance resulting from acts beyond its
control, provided that the Collateral Administrator takes commercially reasonable efforts to resume performance after the
cessation of such acts. 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.


 




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(k)          All
indemnifications contained in this Agreement in favor of the Collateral Administrator shall survive the termination of this Agreement.


 


(l)          Each
of the protections, reliances, indemnities and immunities offered to the Collateral Agent in Article XI shall be afforded to the
Collateral Administrator.


 


(m)          The
Collateral Administrator shall not be responsible for the accuracy or content of any certificate, statement, direction or opinion
furnished to it in connection with this Agreement or any other Facility Document or Related Document. The Collateral Administrator
shall not be bound to make any investigation into the facts stated in any resolution, certificate, statement, instrument, opinion,
report, consent, order, approval, bond or other document or have any responsibility for filing or recording any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien
granted by any Person under any Facility Document or Related Document. The Collateral Administrator shall not be responsible to
any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or
in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness,
genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document
or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of
any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event
of Default. The Collateral Administrator shall not have any obligation whatsoever to any Person to assure that any collateral exists
or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully
created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising
at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or
available with respect thereto.


 


Section
15.04.         Compensation and Reimbursement of Collateral Administrator


 


(a)          The
Borrower agrees to pay, and the Collateral Administrator shall be entitled to receive, as compensation for the Collateral Administrator’s
performance of the duties called for herein, the amounts set forth in the Collateral Administration and Agency Fee Letter.


 


(b)          The
Borrower agrees to pay or reimburse to the Collateral Administrator 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 Collateral Administrator of its duties and services under this Agreement (including costs
and expenses of any action deemed necessary by the Collateral Administrator to collect any amounts owing to it under this Agreement).


 


(c)          All
payments hereunder, including, but not limited to indemnities, shall be paid in accordance with Section 9.01.


 




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Section
15.05.         Resignation and Removal; Appointment of Successor


 


(a)          Notwithstanding
anything to the contrary contained in this Agreement (including clauses (b) and (c) below), no resignation or removal of the
Collateral Administrator and no appointment of a successor Collateral Administrator pursuant to this Article XV shall
become effective until the acceptance of such appointment by the successor Collateral Administrator under Section 15.06
and the assumption by such successor Collateral Administrator of the duties and obligations of the Collateral Administrator hereunder.


 


(b)          The
Collateral Administrator may resign at any time by giving written notice thereof to the Borrower, the Administrative Agent, the
Collateral Manager and the Lenders not less than 90 days prior to such resignation.


 


(c)          The
Collateral Administrator may be removed at any time by the Administrative Agent (i) upon ten (10) Business Days’ notice (with
the prior written consent of the Collateral Manager) or (ii) at any time if (A) an Event of Default shall have occurred and
be continuing, or (B) the Collateral Administrator 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 Collateral Administrator, the Borrower, the
Lenders and the Collateral Manager.


 


(d)          The
Collateral Administrator may be removed at any time by the Collateral Manager upon ten (10) Business Days’ notice (with the
prior written consent of the Administrative Agent).


 


(e)          If
the Collateral Administrator shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office
of the Collateral Administrator for any reason (other than resignation), the Borrower shall, promptly after becoming aware of such
resignation, removal, incapacity or vacancy, appoint a successor collateral administrator by written instrument, executed by a
Responsible Officer of the Borrower, one copy of which shall be delivered to the retiring Collateral Administrator and one copy
to the successor Collateral Administrator, together with a copy to the Administrative Agent and the Lenders; provided that
such successor Collateral Administrator shall be appointed only upon the prior written consent of the Administrative Agent (not
to be unreasonably withheld, conditioned or delayed) and, so long as no Collateral Manager Default shall have occurred and be continuing,
the Collateral Manager (in each case which consent shall not be unreasonably withheld, conditioned or delayed). In the case of
a resignation by the Collateral Administrator, if no successor Collateral Administrator shall have been appointed and an instrument
of acceptance by a successor Collateral Administrator shall not have been delivered to the resigning Collateral Administrator and
the Administrative Agent within 90 days after the giving of such notice of resignation, the Administrative Agent may appoint a
successor Collateral Administrator or the resigning Collateral Administrator may petition any court of competent jurisdiction to
appoint a successor Collateral Administrator.


 


Section
15.06.         Acceptance and Appointment by Successor


 


Each successor Collateral
Administrator appointed hereunder shall execute, acknowledge and deliver to the Borrower, the Collateral Manager, the Administrative
Agent, the Lenders and the retiring Collateral Administrator an instrument accepting such appointment. Upon delivery of the required
instruments, the resignation or removal of the retiring Collateral Administrator shall become effective and such successor Collateral
Administrator, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and
obligations of the retiring Collateral Administrator; but, on request of the Borrower, the Collateral Manager, the Administrative
Agent or the successor Collateral Administrator, such retiring Collateral Administrator shall (i) execute and deliver an instrument
transferring to such successor Collateral Administrator all the rights, powers and trusts of the retiring Collateral Administrator
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 Collateral Administrator hereunder. Upon request
of any such successor Collateral Administrator, the Borrower shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Collateral Administrator all such rights, powers and trusts.


 




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Section
15.07.         Merger, Conversion, Consolidation or Succession to Business of Collateral
Administrator


 


Any organization or
entity into which the Collateral Administrator may be merged or converted or with which it may be consolidated, or any organization
or entity resulting from any merger, conversion or consolidation to which the Collateral Administrator shall be a party, or any
organization or entity succeeding to all or substantially all of the corporate trust business of the Collateral Administrator,
shall be the successor of the Collateral Administrator hereunder, without the execution or filing of any document or any further
act on the part of any of the parties hereto.


 


Section
15.08.         Certain Duties of Collateral Administrator Related to Delayed Payment
of Proceeds


 


In the event that in
any month the Collateral Administrator shall not have received any payment (or is unable to identify whether any payment consists
of Principal Proceeds or Interest Proceeds) with respect to any Collateral Loan pursuant to the applicable Related Documents, (a)
the Collateral Administrator shall promptly notify the Administrative Agent, the Borrower, and the Collateral Manager and (b) unless
within three (3) Business Days (or the end of the applicable grace period for such payment, if longer) after such notice such payment
shall have been received by the Custodian (or such Collections shall have been identified), the Collateral Administrator shall
request the applicable Obligor or designated paying agent, as applicable, to make such payment (or identify such Collections) as
soon as practicable after such request but in no event later than three (3) Business Days after the date of such request. In the
event that such payment is not made (or such Collections are not identified) within such time period, the Collateral Administrator,
subject to the provisions of this Article XV, shall take such reasonable action at the Borrower’s expense as the Collateral
Manager shall direct. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this
Agreement. All Collections that the Collateral Administrator is unable to identify as Principal Proceeds or Interest Proceeds shall
be held in the Collection Account.


 


Section
15.09.         Indemnification


 


(a)          The
Borrower shall and does hereby indemnify and hold harmless the Collateral Administrator for and from any and all costs and expenses
(including reasonable and documented 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 Collateral Administrator, as
a result of, relating to, or arising out of this Agreement, or the administration or performance of the Collateral Administrator’s
duties hereunder, or the relationship between the Borrower and the Collateral Administrator created hereby, other than such liabilities,
losses, damages, claims, costs and expenses as are directly caused by the Collateral Administrator’s own actions constituting
gross negligence, fraud 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 Collateral Administrator and its directors, officers, employees
and agents from and against any and all Losses incurred as a result of the Collateral Administrator’s compliance with the
Collateral Agent’s (acting at the direction of the Administrative Agent or the Required Lenders) or the Administrative Agent’s
(acting at the direction of the Required Lenders) direction or instruction in connection with this Agreement (except to the extent
due to the Collateral Administrator’s willful misconduct, fraud or gross negligence) solely to the extent that such Losses
shall not have been reimbursed by the Borrower.


 




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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.


 


		FLATIRON FUNDING II, LLC, 

as Borrower



 


	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


[Signature Page to Credit and Security Agreement]


 




     


     


    

 


	 	CION Investment Management, LLC, as 

Collateral Manager
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


[Signature Page to Credit and Security Agreement]


 




     


     


    

 


	 	CION INVESTMENT CORPORATION, as the 

Equityholder
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


[Signature Page to Credit and Security Agreement]


 




     


     


    

 


	 	CITIBANK, N.A., as Administrative Agent and as a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Credit and Security Agreement]


 




     


     


    

 


	 	U.S. Bank National Association, as Collateral Agent and as Collateral Administrator
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Credit and Security Agreement]


 




     


     


    

 


	 	U.S. Bank National Association, as Custodian
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Credit and Security Agreement]