Exhibit 10.1


 





TICC CLO
2012-1 LLC

NOTES


 


U.S.$44,000,000
Class A-1 Senior Secured Floating Rate Notes due 2023


U.S.$5,000,000
CLASS B-1 SENIOR SECURED FLOATING RATE NOTES DUE 2023


U.S.$5,750,000
Class C-1 Secured Deferrable Floating Rate Notes due 2023


U.S.$5,250,000
Class D-1 Secured Deferrable Floating Rate Notes due 2023


 


SECOND UPSIZE
PURCHASE AGREEMENT


 


as of May 21, 2013


 


Guggenheim Securities, LLC,


as the Initial Purchaser (the “Initial Purchaser”)


135 East 57th Street


7th Floor


New York, NY 10022


Attention: Paul M. Friedman


 


Ladies and Gentlemen:


 


Section 1.Authorization of Notes.


 


Pursuant to (i) an
Indenture, dated August 23, 2012 (the “Indenture”), between TICC CLO 2012-1 LLC, a Delaware limited liability
company, as the issuer (the “Issuer”), and The Bank of New York Mellon Trust Company, National Association,
as the trustee (the “Trustee”), on August 23, 2012, the Issuer issued and sold $88,000,000 Class A-1 Notes,
$10,000,000 Class B-1 Notes, $11,500,000 Class C-1 Notes, $10,500,000 Class D-1 Notes (collectively, the “Initial Offered
Notes”) and $40,000,000 Subordinated Notes (the “Initial Subordinated Notes” and, together with the
Initial Offered Notes, the “Initial Notes”) and (ii) Section 2.13 of the Indenture, on February 25, 2013, the
Company, as designated manager of the Issuer, duly authorized the issuance and sale of the first Additional Issuance Notes (as
defined below), in accordance with a Supplemental Offering Circular dated January 2, 2013 (the “First Supplemental Offering
Ciruclar”), consisting of $44,000,000 Class A-1 Notes, $5,000,000 Class B-1 Notes, $5,750,000 Class C-1 Notes and $5,250,000
Class D-1 Notes (collectively, the “First Additional Issuance Offered Notes”) and $20,000,000 Subordinated Notes
(the “First Additional Issuance Subordinated Notes” and together with the First Additional Issuance Offered
Notes, the “First Additional Issuance Notes”). Pursuant to a purchase agreement, dated as of August 13, 2012
(the “Initial Purchase Agreement”), between the Issuer, TICC Capital Corp. (the “Company”)
and Guggenheim Securities, LLC (“Guggenheim”), Guggenheim initially purchased the Initial Offered Notes. Pursuant
to a purchase agreement, dated as of January 24, 2013 (the “First Additional Issuance Purchase Agreement”),
between the Issuer, TICC Capital Corp. (the “Company”) and Guggenheim, Guggenheim initially purchased the First
Additional Issuance Offered Notes.


 


In accordance with
Section 2.13 of the Indenture, the Company, as designated manager of the Issuer, has duly authorized the issuance and sale of Additional
Issuance Notes, consisting of $44,000,000 Class A-1 Notes, $5,000,000 Class B-1 Notes, $5,750,000 Class C-1 Notes and $5,250,000
Class D-1 Notes (collectively, the “Second Additional Issuance Offered Notes” and, together with the Initial
Offered Notes and the First Additional Issuance Offered Notes, the “Offered Notes”) and $20,000,000 Subordinated
Notes (the “Second Additional Issuance Subordinated Notes” and, together with the Second Additional Issuance
Offered Notes, the “Second Additional Issuance Notes” and, together with the First Additional Issuance Notes,
the “Additional Issuance Notes” and, together with the Initial Notes, the “Notes”). On the
date of the issuance and sale of the Second Additional Issuance Notes (the “Second Upsize Date”), the Aggregate
Outstanding Amount of the Notes will be as follows: $176,000,000 Class A-1 Notes, $20,000,000 Class B-1 Notes, $23,000,000 Class
C-1 Notes, $21,000,000 Class D-1 Notes and $80,000,000 Subordinated Notes. The Offered Notes will be secured by the assets of the
Issuer. The Company is the sole equity member of the Issuer. The primary assets of the Issuer are a pool of bank loans, or participation
interests therein (collectively, the “Collateral Obligations”). On the Closing Date, the Company sold to the
Issuer all of its right, title and interest in and to the initial Collateral Obligations owned by the Issuer pursuant to a Master
Loan Sale Agreement, dated as of August 23, 2012 (the “Master Loan Sale Agreement”), between the Company and
the Issuer. Pursuant to the Indenture, as security for the indebtedness represented by the Offered Notes, the Issuer pledged and
granted to the Trustee a security interest in the Collateral Obligations, and its rights under the Master Loan Sale Agreement.
The Collateral Obligations are managed by TICC Capital Corp., in its capacity as collateral manager (the “Collateral Manager”)
pursuant to a Collateral Management Agreement, dated as of August 23, 2012 (the “Collateral Management Agreement”),
between the Issuer and the Collateral Manager. The Issuer has retained The Bank of New York Mellon Trust Company, National Association
(in such capacity, the “Collateral Administrator”), to perform certain administrative duties with respect to
the Collateral Obligations pursuant to a Collateral Administration Agreement, dated as of August 23, 2012 (the “Collateral
Administration Agreement”), between the Issuer, the Collateral Manager and the Collateral Administrator. This Second
Upsize Purchase Agreement (the “Agreement”), the Initial Purchase Agreement, the First Additional Issuance Purchase
Agreement, the Master Loan Sale Agreement, the Indenture, the Collateral Management Agreement and the Collateral Administration
Agreement are referred to collectively herein as the “Transaction Documents.”


 






    	 



    	 



    

 


Capitalized terms used
herein but not otherwise defined shall have the meanings set forth in the Indenture.


 


The Second Additional
Issuance Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the “Securities
Act”), (i) to “qualified institutional buyers” in compliance with the exemption from registration provided
by Rule 144A under the Securities Act (“QIBs”), (ii) in offshore transactions in reliance on Regulation S under
the Securities Act (“Regulation S”), and (iii) to institutional “accredited investors” (as defined
in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (“Institutional Accredited Investors”) who, in
each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under
the Investment Company Act of 1940, as amended (the “1940 Act”).


 


In connection with
the sale of the Second Additional Issuance Offered Notes, the Company has prepared a supplemental offering circular dated May 20,
2013 (including (A) any exhibits thereto, (B) all information incorporated therein by reference and (C) each monthly report rendered
by the Issuer for the months of March and April of 2013 pursuant to the Indenture (the “2013 Monthly Reports”)
the “Second Supplemental Offering Circular”) and the distribution report to be rendered by the Issuer in connection
with the Payment Date occurring on May 28, 2013 (which is also the Second Upsize Date) pursuant to the Indenture (the “Distribution
Report”, and each of the Second Supplemental Offering Circular and the Distribution Report, an “Offering Circular”)
including a description of the terms of the Second Additional Issuance Offered Notes, the terms of the offering, and the Issuer.
It is understood and agreed that the close of business on May 20, 2013 constitutes the time of the contract of sale for each purchaser
of the Second Additional Issuance Offered Notes offered to the investors for purposes of Rule 159 under the Securities Act (the
“Time of Sale”) and that the Second Supplemental Offering Circular constitutes the entirety of the information
conveyed to investors as of the Time of Sale (the “Time of Sale Information”).


 






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It is understood and
agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting
agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and
nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell
or offer for sale any securities issued by any person, including securities similar to, or competing with, the Second Additional
Issuance Notes.


 


During each Interest
Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 1.75%
per annum, the Class B-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.50%
per annum, the Class C-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 4.75%
per annum, and the Class D-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus
5.75% per annum.


 


Each of the Company
and the Issuer, as applicable, hereby agrees with the Initial Purchaser as follows:


 


Section 2.Purchase and Sale of
Second Additional Issuance Offered Notes.


 


Subject to the terms
and conditions and in reliance upon the representations and warranties set forth herein, the Issuer agrees to sell to the Initial
Purchaser the Second Additional Issuance Offered Notes, and the Initial Purchaser has agreed to use its commercially reasonable
efforts to place the aggregate principal amount of the Second Additional Issuance Offered Notes set forth on Schedule I
hereto with investors in accordance with the terms hereof. If purchased, the Second Additional Issuance Offered Notes will be purchased
at a price of 100%. It is understood and agreed that the structuring and placement fee payable by the Company on behalf of the
Issuer to the Initial Purchaser on the Second Upsize Date with respect to the Second Additional Issuance Offered Notes is $450,000.
Such fees payable by the Company on behalf of the Issuer may be netted by the Initial Purchaser against its purchase price payment
for the Second Additional Issuance Offered Notes. It is understood and agreed that the Initial Purchaser is not acquiring, and
has no obligation to acquire, the Second Additional Issuance Subordinated Notes (which Second Additional Issuance Subordinated
Notes will be acquired by the Company on the Closing Date pursuant to a purchase agreement between the Issuer and the Company (the
“Second Additional Issuance Subordinated Notes Purchase Agreement”)). It is further understood and agreed that
the Initial Purchaser may retain all or any portion of the Second Additional Issuance Offered Notes, purchase the Second Additional
Issuance Offered Notes for its own account, or sell the Second Additional Issuance Offered Notes to its affiliates or to any other
investor in accordance with the applicable provisions hereof and of the Indenture.


 






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(a)In addition, whether
or not the transaction contemplated hereby shall be consummated, the Company agrees to pay (or cause to be paid by the Issuer)
all costs and expenses incident to the performance by the Company of its obligations hereunder and under the documents to be executed
and delivered in connection with the offering, issuance, sale and delivery of the Second Additional Issuance Offered Notes (the
“Documents”), including, without limitation or duplication: (i) the fees and disbursements of counsel to the
Company; (ii) the fees and expenses of the Trustee and the Collateral Administrator incurred in connection with the issuance of
the Second Additional Issuance Offered Notes and their or its counsel, as applicable; (iii) [reserved]; (iv) [reserved]; (v) all
expenses incurred in connection with the preparation and distribution of each Offering Circular and other disclosure materials
prepared and distributed and all expenses incurred in connection with the preparation and distribution of the Transaction Documents;
(vi) [reserved]; (vii) [reserved]; (viii) the reasonable fees and disbursements of counsel to the Initial Purchaser; (ix) all expenses
in connection with the qualification of the Second Additional Issuance Offered Notes for offering and sale under state securities
laws, including the reasonable fees and disbursements of counsel and, if requested by the Initial Purchaser, the cost of the preparation
and reproduction of any “blue sky” or legal investment memoranda; (x) any federal, state or local taxes, registration
or filing fees (including Uniform Commercial Code financing statements) or other similar payments to any federal, state or local
governmental authority in connection with the offering, sale, issuance and delivery of the Second Additional Issuance Offered Notes;
and (xi) the reasonable fees and expenses of any special counsel or other experts required to be retained by the Company or the
Issuer to provide advice, opinions or assistance in connection with the offering, issuance, sale and delivery of the Second Additional
Issuance Offered Notes.


 


Section 3.Delivery.


 


Delivery of the Second
Additional Issuance Offered Notes shall be made in the form of one or more global certificates delivered to The Depository Trust
Company, except that any Second Additional Offered Note to be sold by the Initial Purchaser to an Institutional Accredited Investor
that is also a Qualified Purchaser for purposes of Section 3(c)(7) of the 1940 Act, but that is not a QIB (as such terms are defined
herein), shall be delivered in fully registered, certificated form in an amount not less than the applicable minimum denomination
set forth in the Second Supplemental Offering Circular at the offices of Dechert LLP at 10:00 a.m. New York City, New York time,
on the Second Upsize Date. Subject to the foregoing, the Second Additional Issuance Offered Notes will be registered in such names
and such denominations as the Initial Purchaser shall specify in writing to the Company and the Trustee. The Second Additional
Issuance Subordinated Notes shall be delivered to the Company on the Closing Date in fully registered, certificated form in the
permitted denominations and the required proportions set forth in the Second Supplemental Offering Circular.


 






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Section 4.Representations and
Warranties of the Company.


 


The Company represents
and warrants to the Initial Purchaser, as of the date hereof and as of the Second Upsize Date, (a) with respect to the Company,
in its individual capacity, and (b) with respect to the Issuer, in its capacity as designated manager on behalf of the Issuer,
that:


 


(i)Each
Offering Circular, the “Referenced Information” (as defined in the Second Supplemental Offering Circular) and any additional
information and documents concerning the Second Additional Issuance Offered Notes, including but not limited to one or more marketing
books or preliminary offering circulars, delivered by or on behalf of the Company to prospective purchasers of the Second Additional
Issuance Offered Notes (collectively, such additional information and documents, the “Second Additional Offering Documents”),
did not, each as of their respective dates or date on which such statement was made and, with respect to the Second Supplemental
Offering Circular (except for the 2013 Monthly Reports), as of the Second Upsize Date, include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements in each, in light of the circumstances under which
they were made, not misleading; provided that the Company makes no representation or warranty as to the information contained
in or omitted from any Offering Circular or the Second Additional Offering Documents in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of the Initial Purchaser referenced in the last sentence of Section 8(a)
herein.


 


(ii)The
Time of Sale Information, as of the Time of Sale, did not contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
provided that the Company makes no representation or warranty as to the information contained in or omitted from the Time
of Sale Information in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of
the Initial Purchaser referenced in the last sentence of Section 8(a) herein.


 


(iii)The
Company is a Maryland corporation, duly organized and validly existing under the laws of the State of Maryland, has all corporate
power and authority necessary to own or hold its properties and conduct its business in which it is engaged as described in the
Second Supplemental Offering Circular and has all licenses necessary to carry on its business as it is now being conducted and
is licensed and qualified in each jurisdiction in which the conduct of its business (including, without limitation, the origination
and acquisition of Collateral Obligations and performing its obligations hereunder and under the other Transaction Documents) requires
such licensing or qualification except where the failure to be so licensed or qualified would not, individually or in the aggregate,
have a material adverse effect on the business, properties, assets, or condition (financial or otherwise) of the Company (a “Material
Adverse Effect”).


 






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(iv)This
Agreement has been duly authorized, executed and delivered by the Company and the Issuer and, assuming due authorization, execution
and delivery thereof by the other parties hereto, constitutes a valid and legally binding obligation of the Company and the Issuer
enforceable against the Company and the Issuer in accordance with its terms, subject, as to enforcement only, to the effect of
bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally
or the application of equitable principles in any proceeding, whether at law or in equity.


 


(v)Each
of the other Transaction Documents has been duly authorized, executed and delivered by the Company and the Issuer, as applicable,
and, assuming due authorization, execution and delivery thereof by the other parties thereto, constitutes the valid and binding
agreement of the Company and the Issuer, as applicable, enforceable against the Company and the Issuer, as applicable, in accordance
with their respective terms, subject, as to enforcement only, to the effect of bankruptcy, insolvency, reorganization, moratorium
and other similar laws relating to or affecting creditors’ rights generally or the application of equitable principles in
any proceeding, whether at law or in equity.


 


(vi)The
Second Additional Issuance Offered Notes have been duly authorized, and when executed and authenticated in accordance with the
Indenture and delivered to and paid for by the Initial Purchaser in accordance with this Agreement, the Second Additional Issuance
Offered Notes will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their
terms, subject, as to enforcement only, to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally or the application of equitable principles in any proceeding, whether
at law or in equity, and will be entitled to the benefits of the Indenture.


 


(vii)Other
than as set forth in or contemplated by each Offering Circular, there are no legal or governmental proceedings pending to which
the Company or the Issuer is a party or of which any property or assets of the Company or the Issuer are the subject of which could
reasonably be expected to materially adversely affect the financial position, stockholders’ equity or results of operations
of the Company or the Issuer or on the performance by the Company or the Issuer of its obligations hereunder or under the other
Transaction Documents; and to the knowledge of the Company, no such proceedings have been threatened or contemplated by governmental
authorities or threatened by others.


 


(viii)The
execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation
by the Company and the Issuer of the transactions contemplated herein and therein and in all documents relating to the Notes will
not result in any breach or violation of, or constitute a default under, or require any consent under any agreement or instrument
to which the Company or the Issuer is a party or to which any of its properties or assets are subject, except for such of the foregoing
as to which relevant waivers, consents or amendments have been obtained and are in full force and effect, nor will any such action
result in a violation of the organizational documents of the Company or the Issuer or any applicable law, except, in the case of
the Company, for such breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse
Effect.


 






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(ix)Neither
the Issuer nor the pool of Collateral Obligations is, or after giving effect to the transactions contemplated by the Transaction
Documents will be, required to be registered as an “investment company” under the 1940 Act.


 


(x)Assuming
the Initial Purchaser’s representations herein are true and accurate, it is not necessary in connection with the offer, sale
and delivery of the Second Additional Issuance Offered Notes in the manner contemplated by this Agreement and the Second Supplemental
Offering Circular to register the Second Additional Issuance Offered Notes under the Securities Act or to qualify the Indenture
under the Trust Indenture Act of 1939, as amended.


 


(xi)The
Second Additional Issuance Offered Notes satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act. As of
the Second Upsize Date, the Second Additional Issuance Offered Notes will not be (i) of the same class as securities listed on
a national securities exchange in the United States that is registered under Section 6 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or (ii) quoted in any “automated inter-dealer quotation system”
(as such term is used in the Exchange Act) in the United States.


 


(xii)[Reserved].


 


(xiii)Upon
the execution and delivery of the Transaction Documents, payment by the Initial Purchaser for the Second Additional Issuance Offered
Notes, delivery to the Initial Purchaser of the Second Additional Issuance Offered Notes and delivery to the Company of the Second
Additional Issuance Subordinated Notes, the Initial Purchaser will acquire title to the Second Additional Issuance Offered Notes,
in each case free of Liens except such Liens as may be created or granted by the Initial Purchaser and those permitted in the Transaction
Documents.


 


(xiv)No
consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the issuance
and sale of the Second Additional Issuance Offered Notes or the execution, delivery and performance by the Company or the Issuer,
as applicable, of this Agreement or the other Transaction Documents to which it is a party, except such consents, approvals, authorizations,
filings, registrations or qualifications as have been obtained or as may be required under the Securities Act or state securities
or blue sky laws or the rules and regulations of the Financial Industry Regulatory Authority in connection with the sale and delivery
of the Second Additional Issuance Offered Notes in the manner contemplated herein.


 


(xv)The
Collateral Obligations in all material respects have the characteristics described in the each Offering Circular.


 






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(xvi)Each
of the representations and warranties of the Company and the Issuer set forth in each of the other Transaction Documents is true
and correct in all material respects.


 


(xvii)[Reserved].


 


(xviii)Neither
the Issuer nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”))
of the Issuer nor anyone acting on their behalf has, directly or indirectly (except to or through the Initial Purchaser), sold
or offered, or attempted to offer or sell, or solicited any offers to buy, or otherwise approached or negotiated in respect of,
any of the Second Additional Issuance Offered Notes and neither the Issuer nor any of its affiliates will do any of the foregoing.
As used herein, the terms “offer” and “sale” have the meanings specified in Section 2(3) of the Securities
Act.


 


(xix)Neither
the Issuer nor any affiliate (as defined in Rule 501(b) of Regulation D) of the Issuer has directly, or through any agent, sold,
offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act)
which is or will be integrated with the sale of the Second Additional Issuance Offered Notes in a manner that would require the
registration under the Securities Act of the offering contemplated by the Second Supplemental Offering Circular or engaged in any
form of general solicitation or general advertising in connection with the offering of the Second Additional Issuance Offered Notes.


 


(xx)With
respect to any Second Additional Issuance Offered Notes subject to the provisions of Regulation S of the Securities Act, the Issuer
has not offered or sold such Second Additional Issuance Offered Notes during the Distribution Compliance Period to a U.S. person
or for the account or benefit of a U.S. person (other than the Initial Purchaser). For this purpose, the term “Distribution
Compliance Period” and “U.S. person” are defined as such term is defined in Regulation S.


 


(xxi)Since
the date of the latest un-audited financial statements of the Company as of March 31, 2013, there has been no change nor any development
or event involving a prospective change which has had or could reasonably be expected to have a material adverse change in or effect
on (i) the business, operations, properties, assets, liabilities, stockholders’ equity, earnings, condition (financial or
otherwise), results of operations or management of the Company and its subsidiaries, considered as one enterprise, whether or not
in the ordinary course of business, or (ii) the ability of the Company to perform its obligations hereunder or under the other
Transaction Documents.


 


(xxii)The
Notes and the Transaction Documents conform in all material respects to the descriptions thereof in the Second Supplemental Offering
Circular.


 


(xxiii)Any
taxes, fees, and other governmental charges in connection with the execution and delivery of this Agreement and the other Transaction
Documents and the execution, delivery, and sale of the Notes have been or will be paid at or before the Second Upsize Date.


 






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(xxiv)No
proceeds received by the Company or the Issuer in respect of the Notes will be used by the Company or the Issuer to acquire any
security in any transaction which is subject to Section 13 or 14 of the Exchange Act.


 


(xxv)(i)
To the extent applicable thereto, each of the Company, the Issuer and their respective ERISA Affiliates is in compliance in all
material respects with ERISA unless any failure to so comply could not reasonably be expected to have a material adverse effect
and (ii) no lien under Section 303(k) of ERISA or Section 430(k) of the Code exists on any of the Assets. As used in this paragraph,
the term “ERISA Affiliate” means, with respect to any Person, a corporation, trade or business that is, along
with such Person, a member of a controlled group (as described in Section 414 of the Code or Section 4001 of ERISA).


 


(xxvi)The
Company has not paid or agreed to pay to any Person any compensation for soliciting another Person to purchase any of the Second
Additional Issuance Offered Notes (except as contemplated by this Agreement).


 


(xxvii)The
Company has not taken, directly nor indirectly, any action designed to cause or to result in, or that has constituted or which
might reasonably be expected to constitute, the stabilization or manipulation of the price of any Second Additional Offered Note
or to facilitate the sale or resale of the Second Additional Issuance Offered Notes.


 


(xxviii)
On and immediately after the Second Upsize Date, each of the Company and the Issuer (after giving effect to the issuance of the
Second Additional Issuance Notes and to the other transactions related thereto as described in the Time of Sale Information) will
be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date such Person,
that on such date (A) the present fair market value (or present fair saleable value) of the assets of such Person is not less than
the total amount required to pay the probable liabilities of such Person on its total existing debts and liabilities (including
contingent liabilities) as they become absolute and matured, (B) such Person is able to realize upon its assets and pay its debts
and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C)
assuming the sale of the Second Additional Issuance Offered Notes as contemplated by this Agreement and the Time of Sale Information,
such Person is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature and (D) such Person
is not engaged in any business or transaction, and is not about to engage in any business or transaction, for which its property
would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which
such Person is engaged. In computing the amount of such contingent liabilities at any time, it is intended that such liabilities
will be computed at the amount that, in the light of all the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability.


 






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Section 5.Sale of Second Additional
Issuance Offered Notes to the Initial Purchaser.


 


The sale of the Second
Additional Issuance Offered Notes to the Initial Purchaser will be made without registration of the Second Additional Issuance
Offered Notes under the Securities Act, in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act.


 


(a)The Company, the
Initial Purchaser and the Issuer hereby agree that the Second Additional Issuance Offered Notes will be offered and sold only in
transactions exempt from registration under the Securities Act. The Company, the Initial Purchaser and the Issuer will each reasonably
believe at the time of any sale of the Second Additional Issuance Offered Notes by the Issuer through the Initial Purchaser (i)
that either (A) each purchaser of the Second Additional Issuance Offered Notes is (1) a QIB who is a Qualified Purchaser purchasing
for its own account (or for the accounts of QIBs who are Qualified Purchasers to whom notice has been given that the resale, pledge
or other transfer is being made in reliance on Rule 144A) in transactions meeting the requirements of Rule 144A, or (2) an Institutional
Accredited Investor who is a Qualified Purchaser who purchases for its own account and provides the Initial Purchaser with a written
certification in substantially the form attached to the Indenture, or (B) each purchaser is acquiring the Second Additional Issuance
Offered Notes in an offshore transaction meeting the requirements of Regulation S and is a Qualified Purchaser, and (ii) that the
offering of the Second Additional Issuance Offered Notes will be made in a manner that will enable the offer and sale of the Second
Additional Issuance Offered Notes to be exempt from registration under state securities or Blue Sky laws; and each such party understands
that no action has been taken to permit a public offering in any jurisdiction where action would be required for such purpose.
The Company, the Initial Purchaser and the Issuer each further agree not to (i) engage (and represents that it has not engaged)
in any activity that would constitute a public offering of the Second Additional Issuance Offered Notes within the meaning of Section
4(2) of the Securities Act or (ii) offer or sell the Second Additional Issuance Offered Notes by (and represents that it has not
engaged in) any form of general solicitation or general advertising (as those terms are used in Regulation D), including the methods
described in Rule 502(c) of Regulation D, in connection with any offer or sale of the Second Additional Issuance Offered Notes.


 


(b)The Initial Purchaser
hereby represents and warrants to and agrees with the Company, that (i) it is a QIB and a Qualified Purchaser and (ii) it will
offer the Second Additional Issuance Offered Notes only (A) to persons who it reasonably believes are QIBs who are Qualified Purchasers
in transactions meeting the requirements of Rule 144A, (B) to institutional investors who it reasonably believes are Institutional
Accredited Investors who are Qualified Purchasers or (C) to persons it reasonably believes are Qualified Purchasers in offshore
transactions in accordance with Regulation S. The Initial Purchaser further agrees that (i) it will deliver to each purchaser of
the Second Additional Issuance Offered Notes, at or prior to the Time of Sale, a copy of the Time of Sale Information, as then
amended or supplemented, and (ii) prior to any sale of the Second Additional Issuance Offered Notes to an Institutional Accredited
Investor that it does not reasonably believe is a QIB who is a Qualified Purchaser, it will receive from such Institutional Accredited
Investor a written certification in substantially the applicable form attached to the Indenture.


 






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(c)The Initial Purchaser
hereby represents that it is duly authorized and possesses the requisite limited liability company power to enter into this Agreement.


 


(d)The Initial Purchaser
hereby represents there is no action, suit or proceeding pending against or, to the knowledge of the Initial Purchaser, threatened
against or affecting, the Initial Purchaser before any court or arbitrator or any government body, agency, or official which could
reasonably be expected to materially adversely affect the ability of the Initial Purchaser to perform its obligations under this
Agreement.


 


(e)The Initial Purchaser
hereby represents and agrees that all offers and sales of the Second Additional Issuance Offered Notes by it to non-United States
persons, prior to the expiration of the Distribution Compliance Period, will be made only in accordance with the provisions of
Rule 903 or Rule 904 of Regulation S and only upon receipt of certification of beneficial ownership of the securities by a non-U.S.
person in the form provided in the Indenture. For this purpose, the term “Distribution Compliance Period” and “U.S.
person” are defined as such terms are defined in Regulation S.


 


(f)The Initial Purchaser
hereby represents that it (i) has not offered or sold, and it will not offer or sell, any Second Additional Issuance Offered Notes
to any Person in the United Kingdom except to (A) investment professionals as defined in Article 19 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and investment personnel of the foregoing, (B)
persons who fall within any of the categories of persons described in Articles 49(2)(A) to 49(2)(E) of the Order (high net worth
companies, unincorporated associations, etc.) and investment personnel of the foregoing and (C) any person to whom it may otherwise
lawfully be made, or otherwise in circumstances that have not resulted and will not result in an offer to the public in the United
Kingdom within the meaning of Section 102B of the Financial Services and Markets Act 2000 (the “FSMA”); (ii)
has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any
Second Additional Issuance Offered Notes in, from or otherwise involving the United Kingdom; and (iii) has only communicated or
caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Second Additional
Issuance Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer, or to persons to whom
such communication may otherwise lawfully be made.


 


(g)In relation to
each Member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a “Relevant
Member State”), the Initial Purchaser hereby represents and agrees that effective from and including the date on which
the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it
has not made and will not make an offer of the Second Additional Issuance Offered Notes to the public in that Relevant Member State
prior to the publication of a prospectus in relation to the Second Additional Issuance Offered Notes which has been approved by
the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified
to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may,
effective from and including the Relevant Implementation Date, make an offer of the Second Additional Issuance Offered Notes to
the public in that Relevant Member State at any time:


 






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(i)to
legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose
corporate purpose is solely to invest in securities:


 


(ii)to
any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total
balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last
annual or consolidated financial statements; or


 


(iii)in
any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus
Directive.


 


For the purposes of
this Section 5(g), the expression “offer of Second Additional Issuance Offered Notes to the public” in relation
to any Second Additional Issuance Offered Notes in any Relevant Member State means the communication in any form and by any means
of sufficient information on the terms of the offer and the Second Additional Issuance Offered Notes so as to enable an investor
to decide to purchase or subscribe the Second Additional Issuance Offered Notes, as the same may be varied in that Member State
by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive”
means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.


 


Section 6.Certain Agreements of
the Company.


 


The Company covenants
and agrees with the Initial Purchaser as follows:


 


(a)If, at any time
prior to the 90th day following the Second Upsize Date, any event involving the Company, the Issuer or, to the knowledge of a Responsible
Officer of the Company, the Collateral Manager shall occur as a result of which the Second Supplemental Offering Circular (as then
amended or supplemented) would include an untrue statement of a material fact or omit to state any material fact necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading, the Company will immediately
notify the Initial Purchaser and will cause the Issuer to prepare and furnish to the Initial Purchaser an amendment or supplement
to the Second Supplemental Offering Circular that will correct such statement or omission. The Issuer will not at any time amend
or supplement the Second Supplemental Offering Circular (i) prior to having furnished the Initial Purchaser with a copy of the
proposed form of the amendment or supplement and giving the Initial Purchaser a reasonable opportunity to review the same or (ii)
except to the extent the Company may determine it or the Issuer is required to so disclose pursuant to applicable law and after
consultation with the Initial Purchaser (and, in such a circumstance, shall remove all references to the Initial Purchaser therefrom
if so requested by the Initial Purchaser), in a manner to which the Initial Purchaser or its counsel shall object.


 


(b)During the period
referred to in Section 6(a), the Company will furnish to the Initial Purchaser, without charge, copies of the Second Supplemental
Offering Circular (including all exhibits and documents incorporated by reference therein), the Transaction Documents, and all
amendments or supplements to such documents, in each case, as soon as reasonably available and in such quantities as the Initial
Purchaser may from time to time reasonably request.


 






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(c)Subject to compliance
with Regulation FD, at all times during the course of the private placement contemplated hereby and prior to the Second Upsize
Date, (i) the Company will make available to each offeree the Second Additional Offering Documents and such information concerning
any other relevant matters as it or any of its affiliates possess or can acquire without unreasonable effort or expense, as determined
in good faith by it or such affiliate, as applicable, (ii) the Company will provide each offeree the opportunity to ask questions
of, and receive answers from, it concerning the terms and conditions of the offering and to obtain any additional information,
to the extent it or any of its affiliates possess such information or can acquire it without unreasonable effort or expense (as
determined in good faith by it or such affiliate, as applicable), necessary to verify the accuracy of the information furnished
to the offeree, (iii) the Company will not publish or disseminate any material in connection with the offering of the Second Additional
Issuance Offered Notes except as contemplated herein or as consented to by the Initial Purchaser or in connection with the Company’s
disclosure obligations under the Exchange Act, provided that no such disclosure under the Exchange Act would result in a
requirement that the offering of the Notes be registered under §5 of the Securities Act, (iv) the Company will advise the
Initial Purchaser promptly of the receipt by the Company of any communication from the SEC or any state securities authority concerning
the offering or sale of the Second Additional Issuance Offered Notes, (v) the Company will advise the Initial Purchaser promptly
of the commencement of any lawsuit or proceeding to which the Company is a party relating to the offering or sale of the Second
Additional Issuance Offered Notes, and (vi) the Company will advise the Initial Purchaser of the suspension of the qualification
of the Second Additional Issuance Offered Notes for offering or sale in any jurisdiction, or the initiation or threat of any procedure
for any such purpose.


 


(d)Subject to compliance
with Regulation FD, the Company will furnish, upon the written request of any Noteholder or of any owner of a beneficial interest
in a Note, such information as is specified in paragraph (d)(4) of Rule 144A under the Securities Act (i) to such Noteholder or
beneficial owner, (ii) to a prospective purchaser of such Note or interest therein who is a QIB and a Qualified Purchaser designated
by such Noteholder or beneficial owner, or (iii) to the Trustee for delivery to such Noteholder, beneficial owner or prospective
purchaser, in order to permit compliance by such Noteholder or beneficial owner with Rule 144A in connection with the resale of
such Note or beneficial interest therein by such holder or beneficial owner in reliance on Rule 144A unless, at the time of such
request, the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 or is
exempt from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b).


 


(e)Except as otherwise
provided in the Indenture, each Second Additional Offered Note will contain legends in the forms set forth in the Second Supplemental
Offering Circular.


 






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(f)Neither the Issuer
nor any of its affiliates or any other Person acting on their behalf shall engage, in connection with the offer and sale of the
Second Additional Issuance Offered Notes, in any form of general solicitation or general advertising within the meaning of Rule
502(c) of Regulation D under the Securities Act, including, but not limited to, the following:


 


(i)any
advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over
television or radio; and


 


(ii)any
seminar or meeting whose attendees have been invited by any general solicitation or general advertising.


 


(g)The Issuer shall
not solicit any offer to buy from or offer to sell or sell to any Person any Second Additional Issuance Offered Notes, except through
the Initial Purchaser or with the consent of the Initial Purchaser and/or as otherwise specified in the Indenture at any time prior
to the Second Upsize Date; on or prior to the Second Upsize Date, neither the Issuer nor any of its affiliates (except for compliance
by the Company with Regulation FD) shall publish or disseminate any material other than the Second Additional Offering Documents
consented to by the Initial Purchaser and the Time of Sale Information in connection with the offer or sale of the Second Additional
Issuance Offered Notes as contemplated by this Agreement, unless the Initial Purchaser shall have consented to the use thereof;
if the Issuer or any of its affiliates makes any press release including “tombstone” announcements, in connection with
the Transaction Documents, the Issuer shall permit the Initial Purchaser to review and approve such release in advance.


 


(h)The Issuer shall
not take, or permit or cause any of its affiliates to take, any action whatsoever which would have the effect of requiring the
registration, under the Securities Act, of the offer or sale of the Second Additional Issuance Offered Notes.


 


(i)The Issuer shall
not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause
or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any Second Additional Offered
Note to facilitate the sale or resale of the Second Additional Issuance Offered Notes.


 


(j)The Company shall
apply the net proceeds from the sale of the Second Additional Issuance Offered Notes as set forth in the Section 2.13 of the Indenture.


 


Section 7.Conditions of the Initial
Purchaser Obligations.


 


The obligation of the
Initial Purchaser to purchase the Second Additional Issuance Offered Notes on the Second Upsize Date will be subject to the accuracy,
in all material respects, of the representations and warranties of the Company and the Issuer herein, to the performance, in all
material respects, by the Company and the Issuer of their respective obligations hereunder and to the following additional conditions
precedent:


 






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(a)The Second Additional
Issuance Offered Notes shall have been duly authorized, executed, authenticated, delivered and issued, the Transaction Documents
shall have been duly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect,
and the documents required to be delivered pursuant to the Indenture in respect of the Collateral Obligations shall have been delivered
to the Custodian pursuant to and as required by the Transaction Documents.


 


(b)The Initial Purchaser
shall have received (I) a certificate, dated as of the Closing Date, of the Chief Executive Officer or Chief Financial Officer
of the Company, in its individual capacity (and, with respect to the Issuer, in its capacity as designated manager on behalf of
the Issuer), to the effect that such officer has carefully examined this Agreement, the Second Supplemental Offering Circular and
the Transaction Documents and that, to the best of such officer’s knowledge (i) since the date information is given in the
Second Supplemental Offering Circular, there has not been any material adverse change in the condition, financial or otherwise,
or in the earnings, business affairs or business prospects of the Company or the Issuer whether or not arising in the ordinary
course of business, or the ability of the Company or the Issuer to perform its obligations hereunder or under the Transaction Documents,
(ii) each of the Company and the Issuer has complied in all material respects with all agreements and satisfied all conditions
on its part to be performed or satisfied hereunder and under the other Transaction Documents, at or prior to the Second Upsize
Date, (iii) the representations and warranties of the Company and the Issuer in the Transaction Documents are true and correct
in all material respects, as of the Second Upsize Date, as though such representations and warranties had been made on and as of
such date, and (iv) nothing has come to the attention of such officer that would lead such officer to believe that (A) the Time
of Sale Information, as of the Time of Sale, contained any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and
(B) the Second Supplemental Offering Circular, as of its date and as of the Second Upsize Date, or any Second Additional Offering
Document, as of its respective date, contained or contains an untrue statement of a material fact or omits to state any material
fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading
and (II) a certificate, dated as of the Second Upsize Date, of senior officer of the Company to the effect that such officer has
carefully examined the Second Supplemental Offering Circular and that, to the best of such officer’s knowledge, nothing has
come to the attention of such officer that would lead such officer to believe that the information contained in the Second Supplemental
Offering Circular under the heading “Risk Factors—Relating to Certain Conflicts of Interest—Certain Conflicts
of Interest Relating to the Collateral Manager and its Affiliates”, as of the date of the Second Supplemental Offering Circular
and as of the Second Upsize Date, contained any untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading.


 


(c)The Class A-1
Notes shall have been rated no less than “Aaa (sf)” and “AAA (sf)” by Moody’s and S&P,
respectively, the Class B-1 Notes shall have been rated no less than “Aa2 (sf)” and “AA (sf)”
by Moody’s and S&P, respectively, the Class C-1 Notes shall have been rated no less than “A2 (sf)”
and “A (sf)” by Moody’s and S&P, respectively, and the Class D-1 Notes shall have been rated no less
than “Baa2 (sf)” and “BBB (sf)” by Moody’s and S&P, respectively. Such ratings
shall not have been rescinded, and no public announcement shall have been made by either of Moody’s or S&P that any ratings
of the Offered Notes have been placed under review.


 






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(d)[Reserved].


 


(e)[Reserved].


 


(f)The Initial Purchaser
shall have received legal opinions of Sutherland Asbill & Brennan LLP, counsel to the Company, the Issuer and the Collateral
Manager, with respect to certain corporate matters with respect to the Issuer, the Company and the Collateral Manager and certain
securities law and investment company matters, in form and substance satisfactory to the Initial Purchaser, in form and substance
satisfactory to the Initial Purchaser.


 


(g)The Initial Purchaser
shall have received an opinion of Dechert LLP, special U.S. federal income tax counsel to the Issuer, with respect to the treatment
of the Second Additional Issuance Offered Notes as debt for U.S. federal income tax purposes and in form and substance satisfactory
to the Initial Purchaser.


 


(h)[Reserved].


 


(i)The Initial Purchaser
shall have received from the Trustee a certificate signed by one or more duly authorized officers of the Trustee, dated as of the
Second Upsize Date, in customary form.


 


(j)The Company shall
have furnished to the Initial Purchaser and its counsel such further information, certificates and documents as the Initial Purchaser
and its counsel may reasonably have requested, and all proceedings in connection with the transactions contemplated by this Agreement,
the other Transaction Documents and all documents incident hereto shall be in all respects satisfactory in form and substance to
the Initial Purchaser and its counsel.


 


(k)The Company shall
have purchased or otherwise acquired the Second Additional Issuance Subordinated Notes in accordance with the terms of the Second
Additional Issuance Subordinated Notes Purchase Agreement.


 


(l)The Indenture,
the Master Loan Sale Agreement, the Collateral Management Agreement and all other documents incident hereto and to the other Transaction
Documents shall be reasonably satisfactory in form and substance to the Initial Purchaser and its counsel.


 


If any of the conditions
specified in this Section 7 shall not have been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above shall not be satisfactory in form and substance to the Initial Purchaser,
this Agreement and all of the Initial Purchaser’s obligations hereunder may be canceled by the Initial Purchaser at or prior
to delivery of and payment for the Second Additional Issuance Offered Notes. Notice of such cancellation shall be given to the
Company in writing, or by telephone or facsimile confirmed in writing.


 






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Section 8.Indemnification and
Contribution.


 


(a)The Company and
the Issuer, jointly and severally (each an “indemnifying party” as such term is used in this Agreement), shall
indemnify and hold harmless the Initial Purchaser (whether acting as Initial Purchaser or as placement agent with respect to any
of the Second Additional Issuance Offered Notes), its officers, directors, employees, agents and each person, if any, who controls
the Initial Purchaser within the meaning of either the Securities Act or the Exchange Act and the affiliates of the Initial Purchaser
(each an “indemnified party” as such term is used in this Agreement) from and against any loss, claim, damage
or liability, joint or several, and any action in respect thereof, to which any indemnified party may become subject, under the
Securities Act or Exchange Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based
upon, any untrue statement or alleged untrue statement of a material fact contained in any Offering Circular, any Second Additional
Offering Document, any “Referenced Information” (as defined in the Second Supplemental Offering Circular) or the Time
of Sale Information or arises out of, or is based upon, the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading,
and shall reimburse any such indemnified party for any legal and other expenses incurred by such indemnified party in investigating
or defending or preparing to defend against any such loss, claim, damage, liability or action; provided, however,
that the indemnifying parties shall not be liable to any such indemnified party in any such case to the extent that any such loss,
claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission
or alleged omission made in the Time of Sale Information, any Offering Circular or any Second Additional Offering Document in reliance
upon and in conformity with written information furnished to the Company by such indemnified party specifically for inclusion therein.
The foregoing indemnity is in addition to any liability that the indemnifying parties may otherwise have to any indemnified party.
The indemnifying parties acknowledge that the statements set forth in the Time of Sale Information and any Offering Circular relating
to the Initial Purchaser in the third and fourth sentence of the third paragraph of the Second Supplemental Offering Circular under
the heading “Important Notice Regarding the Second Additional Issuance Offered Notes” constitute the only written information
furnished to the Company by or on behalf of the indemnified parties specifically for inclusion in the Time of Sale Information,
any Offering Circular or any Second Additional Offering Document.


 


(b)Promptly after
receipt by an indemnified party under this Section 8 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify such
indemnifying party in writing of the claim or commencement of that action, provided, however, that the failure to
notify an indemnifying party shall not relieve such indemnifying party from any liability that it may have to an indemnified party
under this Section 8, except to the extent that such indemnifying party has been materially prejudiced by such failure and,
provided, further, that the failure to notify an indemnifying party shall not relieve such indemnifying party from any liability
that it may have to an indemnified party otherwise than under this Section 8. If any such claim or action shall be brought
against an indemnified party, and it shall notify an indemnifying party thereof, such indemnifying party shall be entitled to participate
therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense
thereof with counsel reasonably satisfactory to such indemnified party. After notice from any such indemnifying party or parties
to the indemnified party or parties of its or their election to assume the defense of such claim or action, any such indemnifying
party or parties shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently
incurred by the indemnified party or parties in connection with the defense thereof; provided that the indemnified party
seeking such indemnity shall have the right to employ counsel to represent it and any other indemnified party who may be subject
to liability arising out of any claim or action in respect of which indemnity may be sought by an indemnified party against an
indemnifying party under this Section 8, if (i) in the reasonable judgment of counsel, there may be legal defenses available
to such indemnified party and any other indemnified party different from or in addition to those available to the Company or the
Issuer, or there is an actual conflict of interest between it and any other indemnified party, on one hand, and the Company or
the Issuer, on the other, or (ii) the Company or the Issuer shall fail to select counsel reasonably satisfactory to such indemnified
party or parties, and in such event the fees and expenses of such separate counsel shall be paid by the Company and the Issuer.
No indemnifying party shall, 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 or could have been a party 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.


 






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(c)If the indemnification
provided for in Section 8 shall for any reason be unavailable to an indemnified party under subsection 8(a) hereof
in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying
party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party
as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate
to reflect the relative benefits received by the Company and the Issuer on the one hand (without duplication) and the Initial Purchaser
on the other from the offering and sale of the Second Additional Issuance Offered Notes or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company and the Issuer on the one hand and the Initial Purchaser
on the other with respect to the statements or omissions that resulted in such loss, claim, damage or liability, or action in respect
thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Issuer on
the one hand (without duplication) and the Initial Purchaser on the other with respect to such offering shall be deemed to be in
the same proportion as the total net proceeds from the offering and sale of the Second Additional Issuance Offered Notes (before
deducting expenses) received by the Company and the Issuer bear (without duplication) to the total fees actually received by the
Initial Purchaser with respect to such offering and sale. The relative fault shall be determined by reference to whether the untrue
or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company and the Issuer or by the Initial Purchaser, the intent of the parties and their relative knowledge, access
to information and opportunity to correct or prevent such statement or omission. The Company, the Issuer and the Initial Purchaser
agree that it would not be just and equitable if contributions pursuant to this subsection 8(c) were to be determined by
pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred
to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in
respect thereof, referred to above in this subsection 8(c) shall be deemed to include, for purposes of this subsection
8(c), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection 8(c), the Initial Purchaser shall not be required
to contribute any amount in excess of the aggregate fee actually paid to the Initial Purchaser with respect to the offering of
the Second Additional Issuance Offered Notes. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.


 






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(d)The indemnity
agreements contained in this Section 8 shall survive the delivery of the Second Additional Issuance Offered Notes, and the
provisions of this Section 8 shall remain in full force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.


 


(e)Notwithstanding
any other provision in this Section 8, no party shall be entitled to indemnification or contribution under this Agreement
in violation of Section 17(i) of the 1940 Act.


 


Section 9.Termination.


 


This Agreement shall
be subject to termination in the absolute discretion of the Initial Purchaser, by notice given to the Company prior to delivery
of and payment for the Second Additional Issuance Offered Notes, if prior to such time (i) trading in securities generally on the
New York Stock Exchange shall have been suspended or materially limited or any setting of minimum prices for trading on such exchange
shall have occurred, (ii) there shall have been, since the respective dates as of which information is given in the Time of Sale
Information or the Second Supplemental Offering Circular, any material adverse change in the condition, financial or otherwise,
or in the properties (including, without limitation, the Collateral Obligations) or the earnings, business affairs or business
prospects of the Company, the Issuer or the Collateral Manager, whether or not arising in the ordinary course of business, that
is so material and adverse, in the reasonable judgment of the Initial Purchaser, as to make it impractical or inadvisable to market
the Second Additional Issuance Offered Notes; (iii) a general moratorium on commercial banking activities in New York shall have
been declared by either U.S. federal or New York State authorities, or (iv) there shall have occurred any material outbreak or
escalation of hostilities or other calamity or crises the effect of which on the financial markets of the United States is such
as to make it, in the reasonable judgment of the Initial Purchaser, impracticable or inadvisable to market the Second Additional
Issuance Offered Notes.


 


Section 10.Severability Clause.


 


Any part, provision,
representation, or warranty of this Agreement which is prohibited or is held to be void 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.


 






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Section 11.Notices.


 


All demands, notices
and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed
by overnight mail, certified mail or registered mail, postage prepaid and effective only upon receipt and if sent to the Initial
Purchaser, will be delivered to Guggenheim Securities, LLC, 135 East 57th Street, 7th Floor, New York, New York 10022,
Attention: Chief Operating Officer and to Guggenheim Securities, LLC, 135 East 57th Street, 7th Floor, New York, New
York 10022, Attention: General Counsel; or if sent to the Company or the Issuer will be delivered to such party c/o TICC Capital
Corp., 8 Sound Shore Drive, Suite 255, Greenwich, CT 06830, Attention: Saul Rosenthal, facsimile No. (203) 983-5290.


 


Section 12.Representations and
Indemnities to Survive.


 


The respective agreements,
representations, warranties, indemnities and other statements of the Company, the Issuer and their respective officers and of the
Initial Purchaser set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of the Initial Purchaser, the Company, the Issuer or any indemnified party referred to in Section 8
of this Agreement, and will survive delivery of and payment for the Second Additional Issuance Offered Notes.


 


Section 13.Successors.


 


This Agreement will
inure to the benefit of and be binding upon the parties hereto and their respective successors by merger, consolidation or acquisition
of their assets substantially as an entity and each indemnified party referred to in Section 8 of this Agreement and, except
as specifically set forth herein, no other person will have any right or obligation hereunder.


 


Section 14.Applicable Law.


 


(a)THIS AGREEMENT
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).


 


(b)EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY REQUIREMENTS OF LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (I) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14(b).


 






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(c)ANY LEGAL ACTION
OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW
YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
THE NON—EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH SUCH PARTY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO.


 


Section 15.Counterparts, Etc.


 


This Agreement supersedes
all prior or contemporaneous agreements and understandings relating to the subject matter hereof. Neither this Agreement nor any
term hereof may be changed, waived, discharged or terminated except by a writing signed by the party against whom enforcement of
such change, waiver, discharge or termination is sought. This Agreement may be signed in any number of counterparts each of which
shall be deemed an original, which taken together shall constitute one and the same instrument.


 


Section 16.No Petition; Limited
Recourse.


 


(a)The Initial Purchaser
covenants and agrees that, prior to the date that is one year and one day (or such longer preference period as shall then be in
effect plus one day) after the payment in full of each Class of Notes rated by any Rating Agency, it will not institute against
the Issuer or join any other Person in instituting against the Issuer any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States.


 


(b)Notwithstanding
anything to the contrary herein, the obligations of the Issuer hereunder are limited recourse obligations of the Issuer, payable
solely from the Assets securing the Notes, and following the exhaustion of such Assets, any claims of the Initial Purchaser hereunder
against the Issuer shall be extinguished. All payments by the Issuer to the Initial Purchaser hereunder shall be made subject to
and in accordance with the Priority of Payments set forth in the Indenture.


 


(c)This Section
16 will survive the termination of this Agreement.


 


Section 17.Arm’s-Length
Transaction; Other Transactions.


 


(a)Each of the Company
and the Issuer acknowledges and agrees that (i) the purchase and sale of the Second Additional Issuance Offered Notes pursuant
to this Agreement, including the determination of the offering price of the Second Additional Issuance Offered Notes and any related
discounts and commissions, is an arm’s-length commercial transaction between the Issuer, on the one hand, and the Initial
Purchaser, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction,
the Initial Purchaser is and has been acting solely as a principal and is not an agent or fiduciary of the Issuer or the Company
or any of their respective equity holders, creditors, employees or any other party, (iii) the Initial Purchaser has not assumed
and will not assume an advisory or fiduciary responsibility in favor of the Issuer or the Company with respect to the offering
contemplated hereby or the process leading thereto (irrespective of whether the Initial Purchaser has advised or is currently advising
any of the Issuer or the Company on other matters) and the Initial Purchaser has no obligation to any of the Issuer or the Company
with respect to the offering contemplated hereby, except the obligations expressly set forth in this Agreement, and (iv) the Initial
Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and
each of the Issuer and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed
appropriate.


 






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(b)Each of the Company
and the Issuer acknowledges and agrees that the Initial Purchaser and its Affiliates may presently have and may in the future have
investment and commercial banking, trust and other relationships with parties other than the Company and the Issuer, which parties
may have interests with respect to the purchase and sale of the Second Additional Issuance Offered Notes. Although the Initial
Purchaser in the course of such other relationships may acquire information about the purchase and sale of the Second Additional
Issuance Offered Notes, potential purchasers of the Second Additional Issuance Offered Notes or such other parties, the Initial
Purchaser shall not have any obligation to disclose such information to any of the Company or the Issuer. Furthermore, each of
the Company and the Issuer acknowledges that the Initial Purchaser may have fiduciary or other relationships whereby the Initial
Purchaser may exercise voting power over securities of various persons, which securities may from time to time include securities
of any of the Company or the Issuer or their respective Affiliates or of potential purchasers. Each of the Company and the Issuer
acknowledges that the Initial Purchaser may exercise such powers and otherwise perform any functions in connection with such fiduciary
or other relationships without regard to its relationship to the Company or the Issuer hereunder.


 


[REST OF
PAGE INTENTIONALLY LEFT BLANK]


 




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If the foregoing is
in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the Company, the Issuer and the Initial Purchaser.


 





	 	Very truly yours,
	 	 	 	 
	 	TICC CAPITAL CORP.
	 	 	 	 
	 	By:  	 
	 	 	Name:  	 
	 	 	Title:	 







   







    	 	S-1	TICC CLO 2012-1 LLC
Second Upsize Purchase Agreement



    	 



    

 








	 	TICC CLO 2012-1 LLC
	 	 
	 	By: TICC Capital Corp., its designated manager
	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 











 




    	 	S-2	TICC CLO 2012-1 LLC
Second Upsize Purchase Agreement



    	 



    

 


The foregoing Agreement is hereby confirmed and

accepted as of the date first above written.


 


GUGGENHEIM SECURITIES, LLC,

as the Initial Purchaser


 


 


By: _______________________________

Name: _____________________________

Title: ______________________________


  




    	 	S-3	TICC CLO 2012-1 LLC
Second Upsize Purchase Agreement



    	 



    

 


SCHEDULE I


 


	Class of Notes	 	Principal Amount	 
	A-1	 	$	44,000,000	 
	B-1	 	$	5,000,000	 
	C-1	 	$	5,750,000	 
	D-1	 	$	5,250,000	 



 











    	Sch. I-1