Exhibit 10.1


 


Execution
Version


 


 


Term Credit
and Security Agreement


 


Among


 


MC Income
Plus Financing SPV II LLC,

as Borrower,


 


Monroe Capital
Income Plus Corporation,

as Collateral Manager


 


the Lenders
from time to time parties hereto,


 


KeyBank
National Association,


as Administrative Agent


 


KeyBank
National Association,

as Lead Arranger


 


U.S. Bank
Trust Company, National Association,

as Collateral Agent


 


U.S. Bank
Trust Company, National Association,

as Collateral Administrator


 


and


 


U.S. Bank
National Association,

as Document Custodian


 


Dated as of December 20, 2022


 


 






     


     


    

 


Table
of Contents


 


	Section	Heading	Page



 


	Article I              Definitions; Rules of Construction; Computations	1
	 	 	 
	Section 1.01.	Definitions	1
	Section 1.02.	Rules of Construction	50
	Section 1.03.	Computation of Time Periods	50
	Section 1.04.	Collateral Value Calculation
    Procedures	50
	Section 1.05.	Reserved	52
	Section 1.06.	Benchmark Notification	52
	 	 	 
	Article II              The Term Loan	53
	 	 	 
	Section 2.01.	Term Credit Facility	53
	Section 2.02.	Making of the Term Loan	53
	Section 2.03.	Evidence of Indebtedness	54
	Section 2.04.	Payment of Principal and Interest	54
	Section 2.05.	Prepayment of the Term Loan	56
	Section 2.06.	Reserved	57
	Section 2.07.	Maximum Lawful Rate	57
	Section 2.08.	Several Obligations	57
	Section 2.09.	Increased Costs	57
	Section 2.10.	Compensation; Breakage Payments	58
	Section 2.11.	Regulatory Change; Capital Adequacy;
    Illegality	59
	Section 2.12.	Rescission or Return of Payment	60
	Section 2.13.	Past Due Interest	61
	Section 2.14.	Payments Generally	61
	Section 2.15.	Increase in Facility Amount	61
	Section 2.16.	Reserved	62
	Section 2.17.	Reserved	62
	Section 2.18.	Effect of a Benchmark Transition
    Event	62
	 	 	 
	Article III              Conditions Precedent	63
	 	 	 
	Section 3.01.	Conditions Precedent to Term
    Loan	63
	 	 	 
	Article IV              Representations and Warranties	67
	 	 	 
	Section 4.01.	Representations and Warranties
    of the Borrower	67
	Section 4.02.	Representations and Warranties
    of the Collateral Manager	72
	 	 	 
	Article V              Covenants	75
	 	 	 
	Section 5.01.	Affirmative Covenants of the
    Borrower	75
	Section 5.02.	Negative Covenants of the Borrower	81
	Section 5.03.	Affirmative Covenants of the
    Collateral Manager	85
	Section 5.04.	Negative Covenants of the Collateral
    Manager	87
	Section 5.05.	Certain Undertakings Relating
    to Separateness	88



 






    -i-


     


    

 


	 	 	 
	Article VI              Events of Default	90
	 	 	 
	Section 6.01.	Events of Default	90
	Section 6.02.	Remedies upon an Event of Default	93
	Section 6.03.	Collateral Manager Termination
    Events	94
	Section 6.04.	Remedies upon a Collateral Manager
    Termination Event	96
	 	 	 
	Article VII              Pledge of Collateral; Rights of the Collateral Agent	96
	 	 	 
	Section 7.01.	Grant of Security	96
	Section 7.02.	Release of Security Interest	98
	Section 7.03.	Rights and Remedies	98
	Section 7.04.	Remedies Cumulative	99
	Section 7.05.	Related Documents	99
	Section 7.06.	Borrower Remains Liable	100
	Section 7.07.	Protection of Collateral	101
	 	 	 
	Article VIII              Accounts, Accountings and Releases	101
	 	 	 
	Section 8.01.	Collection of Money	101
	Section 8.02.	Collection Account	101
	Section 8.03.	Transaction Accounts	102
	Section 8.04.	Reserved	102
	Section 8.05.	Reinvestment of Funds in Covered
    Accounts	102
	Section 8.06.	Accountings	104
	Section 8.07.	Release of Collateral	104
	Section 8.08.	[Reserved]	105
	Section 8.09.	Covered Account Details	105
	Section 8.10.	Delivery of Reports, Notices,
    Etc.	105
	 	 	 
	Article IX              Application of Monies	106
	 	 	 
	Section 9.01.	Disbursements of Monies from
    Payment Account	106
	 	 	 
	Article X              Sale of Collateral Loans; Purchase of Additional Loans	109
	 	 	 
	Section 10.01.	Sales of Collateral Loans	109
	Section 10.02.	Purchase of Additional Loans	110
	Section 10.03.	Substitution and Transfer of
    Loans	111
	Section 10.04.	Conditions Applicable to All
    Sale, Substitution and Purchase Transactions	112
	Section 10.05.	Additional Equity Contributions	113



 






    -ii-


     


    

 


	 	 	 
	Article XI              Administration and Servicing of Contracts	114
	 	 	 
	Section 11.01.	Designation of the Collateral
    Manager	114
	Section 11.02.	Duties of the Collateral Manager	114
	Section 11.03.	Liability of the Collateral
    Manager; Indemnification of the Collateral Manager Persons	116
	Section 11.04.	Authorization of the Collateral
    Manager	117
	Section 11.05.	Realization Upon Defaulted Loans	118
	Section 11.06.	Collateral Management Compensation	118
	Section 11.07.	Payment of Certain Expenses
    by Collateral Manager	118
	Section 11.08.	The Collateral Manager Not to
    Resign; Assignment	118
	Section 11.09.	Appointment of Successor Collateral
    Manager	119
	 	 	 
	Article XII              The Agents	122
	 	 	 
	Section 12.01.	Authorization and Action	122
	Section 12.02.	Delegation of Duties	123
	Section 12.03.	Agent’s Reliance, Etc.	123
	Section 12.04.	Indemnification	126
	Section 12.05.	Successor Agents	127
	Section 12.06.	Administrative Agent’s
    Capacity as a Lender	127
	Section 12.07.	Compensation of Collateral Agent	127
	Section 12.08.	Recovery of Erroneous Payments	127
	 	 	 
	Article XIII              Reserved	129
	 	 	 
	Article XIV              The Document Custodian	129
	 	 	 
	Section 14.01.	Designation of Document Custodian	129
	Section 14.02.	Duties of Document Custodian	130
	Section 14.03.	Merger or Consolidation	134
	Section 14.04.	Document Custodian Compensation
    and Indemnification	134
	Section 14.05.	Document Custodian Resignation
    and Removal	135
	Section 14.06.	Limitation on Liability	136
	Section 14.07.	Delivery of Related Documents	137
	Section 14.08.	Release of Related Documents	137
	Section 14.09.	Return of Related Documents	138
	Section 14.10.	Access to Certain Documentation
    and Information Regarding the Collateral; Audits	138
	Section 14.11.	Representations and Warranties
    of the Document Custodian	139
	Section 14.12.	Covenants of the Document Custodian	139
	Section 14.13.	Transmission of Related Documents	140
	Section 14.14.	Document Custodian as Agent
    of Collateral Agent	141
	 	 	 
	Article XV              The Collateral Administrator	141
	 	 	 
	Section 15.01.	Powers and Duties of Collateral
    Administrator	142
	Section 15.02.	Compensation	144



 






    -iii-


     


    

 


	Section 15.03.	Limitation of Responsibility
    of the Collateral Administrator; Indemnification	144
	Section 15.04.	Termination of Collateral Administrator	147
	Section 15.05.	Representations and Warranties
    of the Collateral Administrator	148
	Section 15.06.	Successors and Assigns	149
	Section 15.07.	Joint Venture	149
	 	 	 
	Article XVI              Miscellaneous	150
	 	 	 
	Section 16.01.	No Waiver; Modifications in
    Writing	150
	Section 16.02.	Notices, Etc.	150
	Section 16.03.	Taxes	151
	Section 16.04.	Costs and Expenses; Indemnification	154
	Section 16.05.	Execution in Counterparts	156
	Section 16.06.	Assignability	156
	Section 16.07.	Governing Law	159
	Section 16.08.	Severability of Provisions	159
	Section 16.09.	Confidentiality	159
	Section 16.10.	Merger	160
	Section 16.11.	Survival	160
	Section 16.12.	Submission to Jurisdiction;
    Waivers; Service of Process; Etc.	160
	Section 16.13.	Waiver of Jury Trial	161
	Section 16.14.	Judgment Currency	161
	Section 16.15.	Waiver of Setoff	162
	Section 16.16.	PATRIOT Act Notice	162
	Section 16.17.	Legal Holidays	162
	Section 16.18.	Non-Petition	162
	Section 16.19.	No Fiduciary Duty	162
	Section 16.20.	Sharing of Payments by Lenders	163
	Section 16.21.	Acknowledgment and Consent to
    Bail-In and EEA Financial Institutions	164




 






    -iv-


     


    

 


SCHEDULES


 


	Schedule 1	Commitments and
    Percentages
	Schedule 2	Forms of Monthly Report
	Schedule 3	Initial Collateral Loans
	Schedule 4	Moody’s Industry Classifications
	Schedule 5	Notice Information
	Schedule 6	Covered Account Details
	Schedule 7	Risk Factor Rating
	Schedule 8	Closing Memorandum
	Schedule 9	Closing Date Participation Interests




 


EXHIBITS


 


	Exhibit A	Notice of Borrowing
	Exhibit B	Form of Notice of Prepayment
	Exhibit C	Form of Assignment and
    Acceptance
	Exhibit D	Form of Account Control
    Agreement
	Exhibit E-1	Form of Release of Related
    Documents
	Exhibit E-2	Form of Certificate for
    Release of Related Documents
	Exhibit F	Form of Facility Amount
    Increase Request
	Exhibit G	Collateral Loans Certification
	Exhibit H	Form of Closing Certificate
	Exhibit I	Form of U.S. Tax Compliance
    Certificate
	Exhibit J	Form of Compliance Certificate
	Exhibit K	Reserved
	Exhibit L	Form of Custodial Certificate
	Exhibit M	Form of Substitute Loan
    Certification




  






    -v-


     


    

 


Term
Credit and Security Agreement


 


Term
Credit and Security Agreement dated as of December 20, 2022, among MC INCOME PLUS FINANCING
SPV II LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”);
Monroe Capital Income Plus Corporation, a Maryland corporation, as the collateral manager
(together with its permitted successors and assigns, the “Collateral Manager”); the Lenders
from time to time party hereto; KeyBank National Association, as administrative agent for
the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Administrative
Agent”); U.S. Bank Trust Company, National Association, as collateral agent for
the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Collateral Agent”);
U.S. Bank National Association, as document custodian (in such capacity, together with its
successors and assigns, the “Document Custodian”); and U.S. Bank Trust Company,
National Association, as collateral administrator (in such capacity, together with its successors and assigns, the “Collateral
Administrator”).


 


Recitals:


 


WHEREAS, the Borrower desires
that the Lenders make a term loan on 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 term loan 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, effective as of the Closing Date, 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:


 


“ABL Collateral”
means working capital (including cash, accounts receivable and inventory) and/or fixed assets of the related Obligor.


 


“ABL Loan”
means (i) a lending facility pursuant to which the loans thereunder are secured by a perfected, first priority security interest
in ABL Collateral, (ii) is an Eligible First Lien Obligation and (iii) is designated as an ABL Loan by the Borrower at the time
of the initial acquisition thereof by the Borrower.


 






     


     


    

 


“Account Control
Agreement” means an agreement in substantially the form of Exhibit D.


 


“Adjusted Term SOFR
Rate” means for any Available Tenor and Interest Accrual Period, the greater of (a) the Floor and (b) Term SOFR for
such Interest Accrual Period.


 


“Administration Agreement”
means that certain Administration Agreement, dated as of December 5, 2018, by and between the BDC and the Administrator, as the
same may be amended, restated, supplemented or otherwise modified from time to time.


 


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


 


“Administrative Agent
Fee Letter” means that certain Administrative Agent Fee Letter, dated as of the date hereof, by and among the Administrative
Agent and the Borrower.


 


“Administrative Expense
Cap” means, for any rolling 12-month period, an amount equal to $150,000.


 


“Administrative Expenses”
means the fees and expenses (including indemnities) and other amounts of the Borrower due or accrued with respect to any Payment Date
and payable, on a pro rata basis, to:


 


(a)            agents
(other than the Collateral Manager) and counsel of the Borrower for fees and expenses related to the Collateral and the Facility Documents;


 


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


 


(c)            any
other Person (other than the Lenders) in respect of any other fees or expenses permitted under or incurred pursuant to the Facility Documents
and other amounts payable by the Borrower under any Facility Document.


 


provided that, for the avoidance
of doubt, amounts that are expressly payable to any Person under the Priority of Payments in respect of an amount that is stated to be
payable as an amount other than as Administrative Expenses (including, without limitation, interest and principal, other amounts owing
in respect of the Term Loan, fees due to the Administrative Agent pursuant to the Administrative Agent Fee Letter and the Collateral Management
Fees) and expenses paid on the Closing Date shall not constitute Administrative Expenses.


 


“Administrator”
means Monroe Capital Management Advisors, LLC, a Delaware limited liability company, together with its successors and assigns.


 


“Advisor”
means Monroe Capital BDC Advisors, LLC, a Delaware limited liability company, together with its successors and assigns.


 


“Advisory Agreement”
means that certain Investment Advisory and Management Agreement, dated as of December 5, 2018, by and between the BDC and the
Advisor, as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


“Affected Person”
means (i) each Lender and each of its Affiliates and (ii) any assignee or participant of any Lender.


 






    -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 under, guarantees or otherwise supports the obligations of the other such Person or Obligor). “Unaffiliated”
has the meaning correlative thereto.


 


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


 


“Agent’s Account”
KeyBank National Association, ABA #021300077, Account to be credited: Key Equipment Finance Inc., Account number: 329953020917, Attn:
SFS Operations, Ref: MC Income Plus Financing SPV II LLC.


 


“Aggregate Collateral
Balance” means, at any time, the aggregate of: (a) the aggregate Appraised Value of all Collateral Loans (other than Ineligible
Loans) that are Eligible Loans, minus (b) any Excess Concentration Amounts.


 


“Aggregate Funded
Spread” means, as of any date, in the case of each Floating Rate Obligation that bears interest at a spread over an index (including
any London interbank offered rate based index or SOFR), (i) the excess of the sum of such spread and the Adjusted Index Rate as then
in effect over Specified Adjusted Term SOFR as then in effect (which spread or excess may be expressed as a negative percentage), multiplied
by (ii) the Principal Balance of such Collateral Loan where:


 


“Adjusted
Index Rate” means, for any Floating Rate Obligation, the greater of (i) the index rate (including any London interbank
offered rate or SOFR rate) as then in effect (which spread or excess may be expressed as a negative percentage), and (ii) for Loans
with a Floor Provision, the Floor Rate.


 


“Floor
Provision” means, a provision in the Related Documents of a Floating Rate Obligation that calculates interest based on the higher
of (i) an index (including any London interbank offered rate based index or SOFR), and (ii) a percentage certain set forth in
the Related Documents (the “Floor Rate”).


 






    -3- 


     


    

 


“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.


 


“Agreement”
means this Term Credit and Security Agreement.


 


“Amortization Period”
means the period from the day immediately following the Initial Period Termination Date to and including the Final Maturity Date.


 


“Anti-Corruption
Laws” means, with respect to any Person, all laws, rules, and regulations of any jurisdiction applicable to such Person or its
subsidiaries from time to time concerning or relating to bribery or corruption.


 


“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 Initial Period, 2.40% per annum; (b) after the Initial Period and during the Amortization Period,
3.40% per annum; and (c) with respect to Obligations which accrue interest at the Past Due Rate pursuant to Section 2.13
or upon the occurrence and during the continuation of an Event of Default, the Applicable Margin determined in accordance with the foregoing
clauses (a) and (b) plus 2.00% per annum.


 


“Appraisal”
means with respect to any Loan, an appraisal of such Loan that is conducted by an Approved Appraisal Firm, which may be in the form
of an update or reaffirmation by an Approved Appraisal Firm of an Appraisal of such Loan previously performed by an Approved Appraisal
Firm.


 


“Appraised Value”
means, with respect to any Loan, the least of:


 


(i)            the
Principal Balance for such Loan multiplied by 102%; and


 


(ii)            the
fair market value of such Loan as determined by (x) the bid-side quote for such Loan, determined by any of Loan Pricing Corporation,
LoanX Inc., MarkIt Partners, Mergent, Inc., Valuation Research Corp. or IDC or any other nationally recognized loan pricing service
selected by the Borrower or the Collateral Manager with notice to the Administrative Agent or (y) if no such quote is available,
the most recently completed Appraisal of such Loan; provided that in the event any Appraisal with respect to a Loan pursuant
to this clause (ii) is older than three calendar months, the Appraised Value for such Loan shall be the greater of (A) zero
and (B) such other value of such Loan, as determined by the Collateral Manager or the Borrower and agreed to by the Administrative
Agent; provided, further, that in the event that an initial Appraisal has not yet been completed for any Loan,
for a period of up to 150 days following the original closing of such Loan but terminating on the first Measurement Date occurring after
the completion of the first Appraisal for such Loan, the fair market value of such Loan shall be determined by the Collateral Manager
in its sole discretion.


 






    -4- 


     


    

 


“Approved Appraisal
Firm” means (a) an independent appraisal firm recognized as being experienced in conducting valuations of secured loans
or (b) an independent financial adviser of recognized standing retained by the Borrower, the Collateral Manager or the agent or lenders
under any Loan, in each case as consented to by the Administrative Agent.


 


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


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, (x) if such Benchmark is a term rate, 30 days,
or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may
be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of
such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest
Accrual Period” pursuant to Section 2.18(d).


 


“Bail-In Action”
means the exercise of any Write-down and Conversion Powers.


 


“Bail-In Legislation”
means in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU
establishing a framework for the recovery and resolution of credit institutions and investment firms , the relevant implementing law or
regulation as described in the EU Bail-In Legislation Schedule from time to time.


 


“Bankruptcy Code”
means the United States Bankruptcy Code, as amended.


 


“Base Rate”
means, on any date, a fluctuating interest rate per annum equal to the highest of (a) the Prime Rate and (b) the Federal
Funds Rate plus 0.50%. 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 this definition will be determined based on a year of 360 days
and actual days elapsed.


 


“BDC” means
Monroe Capital Income Plus Corporation, a Maryland corporation.


 


“Benchmark”
means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect
to the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate pursuant to Section 2.18.


 


“Benchmark Replacement”
means, with respect to any Benchmark Transition Event for the then-current Benchmark, the sum of: (i) the alternate benchmark rate
that has been selected by the Administrative Agent and the Borrower as the replacement for such Benchmark giving due consideration to
(A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant
Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for
such Benchmark for syndicated credit facilities denominated in Dollars at such time and (ii) the related Benchmark Replacement Adjustment,
if any; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement
will be deemed to be the Floor for the purposes of this Agreement and the other Facility Documents.


 






    -5- 


     


    

 


“Benchmark Replacement
Adjustment” means, with respect to any replacement of any then-current Benchmark with an unadjusted Benchmark Replacement for
any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a
positive or negative value or zero), if any, that has been selected by the Administrative Agent and the Borrower giving due consideration
to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for
the replacement of such Benchmark with the applicable unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any
evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread
adjustment, for the replacement of such Benchmark with the applicable unadjusted Benchmark Replacement for Dollar denominated syndicated
credit facilities.


 


“Benchmark Replacement
Date” means the earlier to occur of the following events with respect to the then-current Benchmark:


 


(a)            in
the case of clauses (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date
of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof); or


 


(b)            in
the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or
the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such
Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof)
to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles
for Financial Benchmarks; provided that any such non-representativeness, non-compliance or non-alignment will be determined
by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date.


 


For the avoidance of doubt,
the “Benchmark Replacement Date” will be deemed to have occurred in the case of clauses (a) or (b) with respect
to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors
of (or the published component used in the calculation thereof).


 


“Benchmark Transition
Event” means, with respect to the then-current Benchmark, the occurrence of one or more of the following events with respect
to such Benchmark:


 


(a)            a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);


 


(b)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with
jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator
for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease
to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time
of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark
(or such component thereof); or


 


(c)            a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing
that all Available Tenors of such Benchmark (or the published component used in the calculation thereof) are not, or as of a specified
future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions
(IOSCO) Principles for Financial Benchmarks.


 






    -6- 


     


    

 


For the avoidance of doubt,
a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication
of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component
used in the calculation thereof).


 


“Benchmark Transition
Start Date” means, with respect to any Benchmark, in the case of a Benchmark Transition Event, the earlier of (i) the applicable
Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected
date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).


 


“Benchmark Unavailability
Period” means, with respect to any then-current Benchmark, the period (if any) (i) beginning at the time that a Benchmark
Replacement Date with respect to such Benchmark pursuant to clauses (a) or (b) of that definition has occurred if, at such time,
no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Facility Document in accordance with Section 2.18
and (ii) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Facility
Document in accordance with Section 2.18.


 






    -7- 


     


    

 


“Beneficial Owner”
means, with respect to the Borrower, (a) each individual, if any, who, directly or indirectly, owns 25% or more of the equity interests
in the Borrower and (b) a single individual with significant responsibility to control, manage, or direct the Borrower.


 


“Bifurcated First
Lien Term Loan” means a Collateral Loan that (a) constitutes an Eligible First Lien Obligation and (b) that is a stand-alone
term loan that:


 


(i)            is
delivered in connection with a related Cross-Defaulted ABL Loan;


 


(ii)            is
secured by a valid first priority perfected security interest or Lien in, to or on substantially all of the Obligor’s assets other
than the ABL Collateral that is secured under the related Cross-Defaulted ABL Loan, subject to Purchase Money Liens and customary Liens
for taxes or regulatory charges not then due and payable and other permitted Liens under the Related Documents; provided
that such permitted Liens do not directly secure indebtedness for borrowed money;


 


(iii)           may
be cross secured to the Cross-Defaulted ABL Loan by a valid second priority perfected security interest or Lien in, to or on substantially
all of the Obligor’s ABL Collateral subject to customary Liens for taxes or regulatory charges not then due and payable and other
permitted Liens under the Related Documents; provided that such permitted Liens do not directly secure indebtedness for
borrowed money;


 


(iv)          is
cross defaulted to the related Cross-Defaulted ABL Loan and is subject to an intercreditor agreement or another agreement amongst the
lenders to such Obligor (including, without limitation, the lenders under the related Cross-Defaulted ABL Loan) containing customary intercreditor
provisions that are reasonably satisfactory to the Borrower and the Collateral Manager (in accordance with the Collateral Management Standard);
and


 


(v)           with
respect to which as of any date of determination the related Cross-Defaulted ABL Loan has a ratio of funded debt under such related Cross-Defaulted
ABL Loan to TTM EBITDA of less than or equal to 1.5x.


 


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


 


“Borrower LLC Agreement”
means the Operating Agreement of the Borrower, dated as of December 20, 2022.


 


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


 


“Borrowing Date”
means the date of the Borrowing.


 






    -8- 


     


    

 


“Business Day”
means any day other than a Saturday or Sunday, provided that (i) days on which banks are authorized or required
to close in New York, New York, Boston, Massachusetts, Chicago, Illinois, Minneapolis, Minnesota or Florence, South Carolina,
and (ii) if such day relates to any interest rate setting as to the Term Loan determined by reference to the Term SOFR Reference
Rate, a SOFR Business Day.


 


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


 


“Cause”
means the indictment for or conviction of any crime of dishonesty or moral turpitude or any act or omission that would constitute gross
negligence, bad faith or willful misconduct.


 


“Certificate of Beneficial
Ownership” means, with respect to the Borrower, a certificate certifying, among other things, the Beneficial Owner of the Borrower,
delivered on the Closing Date, as the same may be updated or amended from time to time in accordance with this Agreement.


 


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


 


“Change of Control”
means, at any time, the occurrence of one of the following events: (1) the BDC fails to own 100% of the equity interests of the
Borrower free and clear of all Liens other than Permitted Liens at any time; or (2) the Collateral Manager fails to have the power
to direct the management and policies of the Borrower.


 


“CBA” means
CME Group Benchmark Administration Ltd.


 


“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 December 20, 2022.


 


“Closing Date Participation
Agreement” means the Master Participation Agreement, dated as of the Closing Date, between MC Income Plus Financing SPV LLC
and the Borrower relating to one or more Closing Date Participation Interests.


 


“Closing Date Participation
Interest” means a Participation Interest granted by MC Income Plus Financing SPV LLC to the Borrower in and to each Loan identified
on Schedule 9 hereto and in which a Lien is granted therein by the Borrower to the Collateral Agent pursuant to this Agreement.


 






    -9- 


     


    

 


“Code” means
the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.


 


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


 


“Collateral Administrator”
means U.S. Bank Trust Company, National Association, solely in its capacity as collateral administrator hereunder, and any successor
thereto.


 


“Collateral Agent”
means U.S. Bank Trust Company, National Association, solely in its capacity as collateral agent hereunder, and any successor thereto.


 


“Collateral Agent
Account” means the deposit account established by the Collateral Agent with the Intermediary in the name of the Borrower for
the deposit of the Term Loan and proceeds of the Collateral for further credit to the Collection Account.


 


“Collateral Agent,
Document Custodian, Collateral Administrator and Intermediary Fee Letter” means the fee letter, dated as of the Closing Date,
among the Borrower, U.S. Bank Trust Company, National Association, as Collateral Agent and Collateral Administrator, U.S. Bank National
Association, as Intermediary and Document Custodian, the Administrative Agent, and the Collateral Manager setting forth the fees payable
by the Borrower to, among others, the Collateral Agent, the Document Custodian and the Collateral Administrator in connection with the
transactions contemplated by this Agreement and other Facility Documents.


 


“Collateral Database”
has the meaning assigned to such term in Section 15.01(b).


 


“Collateral Default
Ratio” means, on any date of determination, the ratio (expressed as a percentage) equal to (a) the sum of the Principal
Balances of all Collateral Loans that became Defaulted Loans during the previous month net of any recoveries actually received by the
Borrower in respect of such Defaulted Loans, divided by (b) the average Aggregate Principal Balance of all Collateral Loans
during the previous month.


 


“Collateral Interest
Amount” means, as of any Determination Date, without duplication, the sum of (A) the aggregate amount of “Interest
Proceeds” calculated solely pursuant to clause (a) of the definition of “Interest Proceeds” that have been
received according to the payment schedule(s) under the Related Documents during the Collection Period ending on such Determination
Date plus (B) all interest and other income that is accrued but unpaid during such Collection Period on the Collateral Loans
(excluding any such amounts with respect to Ineligible Loans).


 


“Collateral Loan”
means a Loan that is owned by the Borrower and included as part of the Collateral.


 


“Collateral Management
Fee” means the monthly fee, accruing from the Closing Date, payable in arrears on each Payment Date for the related Interest
Accrual Period, in an amount equal to 0.35% per annum (calculated on the basis of a 360 day year and the actual number of
days elapsed) of the Monthly Asset Amount.


 


“Collateral Management
Standard” means, with respect to any Loan included in the Collateral, to service and administer such Collateral Loan in accordance
with the Related Documents and all customary and usual servicing practices (a) which are consistent with the higher of: (i) the
customary and usual servicing practices that a prudent loan investor or lender would use in servicing loans like the Collateral Loans
for its own account, and (ii) the same care, skill, prudence and diligence with which the Collateral Manager services and administers
loans for its own account or for the account of others; (b) to the extent not inconsistent with clause (a), 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
obligations to incur servicing and administrative expenses with respect to a Collateral Loan, (iii) the Collateral Manager’s
right to receive compensation for its services hereunder or with respect to any particular transaction, (iv) the ownership by the
Collateral Manager or any Affiliate thereof of any retained interest or one or more loans of the same class as any Collateral Loans, (v) the
ownership, servicing or management for others by the Collateral Manager of any other loans or property by the Collateral Manager, or (vi) 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.


 






    -10- 


     


    

 


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


 


“Collateral Manager
Breach” has the meaning assigned to such term in Section 11.03(a).


 


“Collateral Manager
Expense Cap” means, for any rolling twelve-month period, an amount equal to $300,000.


 


“Collateral Manager
Termination Event” means the occurrence of any of the events, acts or circumstances set forth in Section 6.03.


 


“Collateral Sale
Notice Date” has the meaning assigned to such term in Section 6.02.


 


“Collection Account”
means the account established pursuant to Section 8.02, which includes the Principal Collection Subaccount and the Interest
Collection Subaccount.


 


“Collection Period”
means, with respect to any Payment Date, the period commencing immediately following the prior Collection Period (or on the Closing Date,
in the case of the Collection Period relating to the first Payment Date) and ending on the last day of the month prior to the month in
which such Payment Date occurs or, in the case of the final Collection Period preceding the Final Maturity Date or the final Collection
Period preceding an optional prepayment in whole of the Term Loan, ending on the day preceding the Final Maturity Date or the date of
such prepayment, respectively.


 


“Collections”
means (i) all cash collections, distributions, payments and other amounts received, and to be received by the Borrower, from
any Person in respect of any Collateral, including all principal, interest, fees, distributions and redemption and withdrawal proceeds
payable to the Borrower under or in connection with any such Collateral and all Proceeds from any sale or disposition of any such Collateral
and (ii) interest earnings in the Collection Account and any other related transaction accounts.


 






    -11- 


     


    

 


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


 


“Concentration Limitations”
means, as of any date of determination, the following limitations applied to the Aggregate Collateral Balance (calculated pursuant
to clause (a) under such definition) of the Eligible Loans owned (or, in relation to a proposed purchase of a Loan, proposed to be
owned) by the Borrower, and calculated as a percentage of the Aggregate Collateral Balance in accordance with the procedures set forth
in Section 1.04:


 


(a)            not
more than 20.0% consists of Uni-Tranche Loans;


 


(b)            not
more than (i) 15.0% consists of Eligible Loans with Obligors in the largest Moody’s Industry Classification, (ii) 12.0%
consists of Eligible Loans with Obligors in the second largest Moody’s Industry Classification and (iii) 10% consists of Eligible
Loans with Obligors in any other Moody’s Industry Classification;


 


(c)            not
more than (i) 7.0% consists of Eligible Loans the Obligor of which, together with any Affiliates thereof, is the Obligor of the largest
percentage of the Aggregate Collateral Balance, (ii) 6.0% consists of Eligible Loans the Obligor of which, together with any Affiliates
thereof, is the Obligor of the 2nd largest percentage of the Aggregate Collateral Balance, and (iii) 5.0% consists of Eligible Loans
of any other Obligor together with any Affiliates thereof;


 


(d)            not
more than 15.0% consists of Eligible Loans that have a Risk Factor Rating of greater than 3490;


 


(e)            not
more than 8.0% consists of Eligible Loans that have an Obligor with a TTM EBITDA of less than $7,500,000;


 


(f)            not
less than 100.0% consists of Eligible First Lien Obligations, including Eligible Covenant Lite Loans, Bifurcated First Lien Term Loans
and Uni-Tranche Loans;


 


(g)            not
more than 15.0% consists of Bifurcated First Lien Term Loans;


 


(h)            not
more than 5.0% consists of Eligible Covenant Lite Loans;


 


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


 


(j)            not
more than 10.0% consists of Control Position Loans.


 






    -12- 


     


    

 


“Conforming Changes”
means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark
Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the
definition of “Business Day,” the definition of “SOFR Business Day,” the definition of “Interest Accrual
Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency
of determining rates, timing of making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices,
the applicability and length of lookback periods, the applicability of Section 2.10 and other technical, administrative or
operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate
or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice
(or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the
Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration
as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Facility
Documents).


  


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


 


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


 


“Control Position
Loan” means an instrument that otherwise qualifies as a Collateral Loan, with respect to which (a) there is a warrant or
other similar instrument that may be converted or exchanged for an Equity Security (other than Margin Stock) and (b) upon the exercise
of such warrant or similar instrument by the Borrower or other Affiliated holder thereof such holder thereof would have (i) more
than 25%, but not more than 49% of the equity interests of the Obligor, (ii) the right to appoint a majority of the board of directors
(or similar governing body) of the Obligor, or (iii) other rights that would constitute having “Control” of the Obligor.


 


“Corporate Trust
Office” means the applicable designated corporate trust office of the Collateral Agent, the office of the Document Custodian
or the office of the Collateral Administrator, as applicable, specified on Schedule 5 or such other address within the United States
as the Collateral Agent, the Document Custodian and the Collateral Administrator may designate from time to time by notice to the Administrative
Agent.


 






    -13- 


     


    

 


“Covenant Lite Loan”
means a Loan that does not require the Obligor to comply with at least one of the following financial covenants during each reporting
period applicable to such Loan, whether or not any action by, or event relating to, the Obligor has occurred: maximum leverage, maximum
senior leverage, minimum fixed charge coverage, minimum tangible net worth, minimum net worth, minimum debt service coverage, minimum
interest coverage, maximum capital expenditures, minimum EBITDA, or other customary financial covenants.


 


“Coverage Test”
means each of (i) the Interest Coverage Ratio Test and (ii) the Overcollateralization Test.


 


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


  


“Credit and
Collection Policies” means the Monroe Capital Credit Policies and Procedures Manual, as amended subject to the terms
hereof; provided however that, with respect to any Successor Collateral Manager, means the written credit,
collection and portfolio management policies and procedures of such Person at the time such Person becomes the Successor Collateral
Manager.


 


“Cross-Defaulted
ABL Loan” means an ABL Loan (for purposes of this definition, a “loan”) that (a) would constitute an Eligible
First Lien Obligation and (b) that is a stand-alone revolving loan that:


 


(i) is delivered in connection
with a related Bifurcated First Lien Term Loan;


 


(ii) is secured by a
first priority perfected Lien on the related Obligor’s ABL Collateral in all appropriate jurisdictions, subject to customary Liens
for taxes or regulatory charges not then due and payable and other permitted Liens under the Related Documents, provided that such permitted
Liens do not directly secure indebtedness for borrowed money;


 


(iii) may be cross-secured
to the Bifurcated First Lien Term Loan by a valid second priority perfected security interest or Lien in, to or on substantially all of
the Obligor’s assets in all appropriate jurisdictions other than the ABL Collateral subject to Purchase Money Liens and customary
Liens for taxes or regulatory charges not then due and payable and other permitted Liens under the Related Documents, provided that such
permitted Liens do not directly secure indebtedness for borrowed money; and


 


(iv) is cross defaulted
to the related Bifurcated First Lien Term Loan and is subject to an intercreditor agreement or another agreement amongst the lenders to
such Obligor (including, without limitation, the lenders under the Bifurcated First Lien Term Loan) containing customary intercreditor
provisions that are reasonably satisfactory to the Borrower and the Collateral Manager (in accordance with the Collateral Management Standard).


 


“Custodial Account”
means the custodial account established pursuant to Section 8.03(b).


 






    -14- 


     


    

 


“Custodial Certificate”
is defined in Section 14.02(b)(i).


 


“Daily Simple SOFR”
means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent
in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple
SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention
is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable
discretion.


 


“Data File”
has the meaning assigned to such term in Section 8.06.


 


“Debtor Relief Laws”
means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions
from time to time in effect.


 


“Default” means
any event which, with the passage of time, the giving of notice, or both, would (if not cured or otherwise remedied during such time)
constitute an Event of Default.


 


“Defaulted Loan”
means any Loan as to which any of the following occurs:


 


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


 


(b)            a
default other than a payment default described in clause (a) above (after giving effect to any grace period applicable thereto) and
for which the Borrower (or the administrative agent or required lenders pursuant to the Related Documents, as applicable) has elected
to exercise any of its rights and remedies under such Related Documents (including, without limitation, acceleration or foreclosing on
collateral, but excluding (i) the imposition of default pricing if such default, in the good faith business judgment of the Collateral
Manager, did not arise for credit-related reasons or (ii) the exercise of any rights to receive reports or conduct audits);


 


(c)            the
related Obligor of such loan is subject of an Insolvency Event;


 


(d)            any
or all of the principal amount due under such loan is reduced or forgiven;


 


(e)            subject
to a mandatory repurchase as a Warranty Loan under the related documents;


 






    -15- 


     


    

 


(f)            the
Collateral Manager has reasonably determined in accordance with the Collateral Management Standard and the Credit and Collection Policies
that such Loan shall be placed on “non-accrual” status or “not collectible”; or


 


(g)           a
Material Modification has occurred with respect to such loan (unless approved by the Administrative Agent, in its reasonable discretion).


 


“Delayed Drawdown
Loan” means a Loan that (a) requires the Borrower to make one or more future advances to the Obligor under the related
documents, agreements evidencing, guaranteeing, securing, governing or giving rise to such loan (for purposes of such definition, 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 loan will
be a Delayed Drawdown Loan only to the extent of undrawn commitments and solely until all commitments by the Borrower to make advances
on such loan to the borrower 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)            in
the case of each Certificated Security (other than a Clearing Corporation Security), Instrument and Participation Interest in which
the Participation Interest or the Collateral Loan is represented by an Instrument:


 


(i)            causing
the delivery of such Certificated Security to the Collateral Agent and any Instrument to the Document Custodian and by registering the
same in the name of the Collateral Agent or its affiliated nominee or by indorsing the same to the Collateral Agent or in blank;


 


(ii)           causing
the Collateral Agent or the Document Custodian, as applicable, to indicate continuously on its books and records that such Certificated
Security or Instrument is credited to the applicable Covered Account; and


 


(iii)          causing
the Collateral Agent or the Document Custodian, as applicable, to maintain (on behalf of the Collateral Agent for the benefit of the Secured
Parties) continuous possession of such Certificated Security or Instrument;


 


(b)            in
the case of each Uncertificated Security (other than a Clearing Corporation Security), unless covered by clause (e) below:


 


(i)            causing
such Uncertificated Security to be continuously registered on the books of the issuer thereof to the Collateral Agent; and


 


(ii)           causing
the Collateral Agent to indicate continuously on its books and records that such Uncertificated Security is credited to the applicable
Covered Account;


 






    -16- 


     


    

 


(c)            in
the case of each Clearing Corporation Security:


 


(i)            causing
the relevant Clearing Corporation to credit such Clearing Corporation Security to the securities account of the Collateral Agent, and


 


(ii)            causing
the Collateral Agent to indicate continuously on its books and records that such Clearing Corporation Security is credited to the applicable
Covered Account;


 


(d)            in
the case of each security issued or guaranteed by the United States of America or agency or instrumentality thereof and that is maintained
in book-entry records of a Federal Reserve Bank (“FRB”) (each such security, a “Government Security”):


 


(i)            causing
the creation of a Security Entitlement to such Government Security by the credit of such Government Security to the securities account
of the Collateral Agent at such FRB, and


 


(ii)            causing
the Collateral Agent to indicate continuously on its books and records that such Government Security is credited to the applicable Covered
Account;


 


(e)            in
the case of each Security Entitlement not governed by clauses (a) through (d) above:


 


(i)            causing
a Securities Intermediary to receive a Financial Asset from a Securities Intermediary or to acquire the underlying Financial Asset, and
in either case, accepting it for credit to the Collateral Agent’s securities account,


 


(ii)           causing
such Securities Intermediary to make entries on its books and records continuously identifying such Security Entitlement as belonging
to the Collateral Agent on behalf of the Secured Parties and continuously indicating on its books and records that such Security Entitlement
is credited to the securities account of such Securities Intermediary, on behalf of the Collateral Agent on behalf of the Secured Parties,
and


 


(iii)          causing
the Collateral Agent to indicate continuously on its books and records that such Security Entitlement (or all rights and property of the
Collateral Agent representing such Security Entitlement) is credited to the applicable Covered Account;


 


(f)            in
the case of Cash or Money:


 


(i)            causing
the delivery of such Cash or Money to the Securities Intermediary,


 


(ii)           causing
the Securities Intermediary to credit such Cash or Money to a deposit account maintained as a sub-account of the applicable Covered Account,
and


 


(iii)          causing
the Securities Intermediary to indicate continuously on its books and records that such Cash or Money is credited to the applicable Covered
Account; and


 






    -17- 


     


    

 


(g)            in
the case of each account or general intangible (including any Participation Interest in which none of the Participation Interest or the
underlying loan is represented by an Instrument), causing the filing of a Financing Statement in the office of the Secretary of State
of the State of Delaware.


  


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 the last day of each Collection Period.


 


“Document Custodian”
means U.S. Bank National Association, a national banking association, and any successor thereto appointed under this Agreement, in its
capacity as document custodian hereunder.


 


“Document Custodian
Termination Notice” is defined in Section 14.05.


 


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


 


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


 


“EBITDA” means
earnings before interest, taxes, depreciation and amortization (determined by the Collateral Manager for any Loan, in the manner provided
in the Related Documents). In any case that “EBITDA” or such comparable definition is not defined in such Related Documents,
an amount, for the related Obligor and any of its parents or subsidiaries that are obligated with respect to such Loan pursuant to its
Related Documents (determined on a consolidated basis without duplication in accordance with GAAP) equal to earnings from continuing operations
for such period plus interest expense, income taxes, depreciation and amortization and, to the extent determined by the Collateral Manager
in accordance with the Collateral Management Standard, any other costs and expenses reducing earnings and other extraordinary non-recurring
costs and expenses for such period (to the extent deducted in determining earnings from continuing operations for such period).


 


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


 






    -18- 


     


    

 


“Elevation”
means the elevation of the Closing Date Participation Interests in accordance with the Closing Date Participation Agreement.


 


“Elevation Date”
means the date on which an Elevation occurs with respect to a Closing Date Participation Interest pursuant to the Closing Date Participation
Agreement.


 


“Eligible Assignee”
means a Person that (i) is not a natural Person, (ii) is not the Borrower, the Collateral Manager, the BDC or any Affiliate
of any of the foregoing, (iii) is a Qualified Purchaser and (iv) unless such Person is a Permitted Assignee, has obtained the
written consent of the Administrative Agent prior to any assignment pursuant to Section 16.06.


 


“Eligible Covenant
Lite Loan” means a Covenant Lite Loan that, as of the date of origination, has an Obligor with TTM EBITDA of at least $35,000,000.


 


“Eligible First Lien
Obligation” means any Loan that:


 


(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 security interest or lien in, to or on substantially all of the assets of the Obligor under
such loan (except for a Bifurcated First Lien Term Loan that has a Lien on substantially all of the Obligor’s assets other than
ABL Collateral) in all appropriate jurisdictions subject to Purchase Money Liens and customary Liens for taxes or regulatory charges not
then due and payable and other permitted Liens under the Related Documents, provided that such permitted Liens do not directly
secure indebtedness for borrowed money;


 


(iii)          is
secured pursuant to such first priority perfected security interest or Lien by collateral having a value (determined as set forth below)
not less than the outstanding principal balance of such loan in all appropriate jurisdictions; 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 both (x) an Appraisal or other valuation (including an internal valuation performed
by the Collateral Manager and including enterprise value) performed on or about the date of acquisition by the Borrower or of the most
recent restructuring of such loan, and (y) the Collateral Manager’s judgment (calculated in good faith in accordance with its
Credit and Collection Policies) at the time the loan is acquired by the Borrower. The limitation set forth in clause (iv) above
shall not apply with respect to a loan made to a parent entity that is secured solely or primarily by the stock of one or more of the
subsidiaries of such parent entity to the extent that the granting by any such subsidiary of a lien on its own property would (1) in
the case of a subsidiary that is not part of the same consolidated group as such parent entity for U.S. federal income tax purposes, result
in a deemed dividend by such subsidiary to such parent entity for such tax purposes, (2) violate law or regulations applicable to
such subsidiary (whether the obligation secured is such loan or any other similar type of indebtedness owing to third parties) or (3) cause
such subsidiary to suffer adverse economic consequences under capital adequacy or other similar rules, in each case, so long as (x) the
Related Documents limit the incurrence of indebtedness by such subsidiary and (y) the aggregate amount of all such indebtedness is
not material relative to the aggregate value of the assets of such subsidiary.


 






    -19- 


     


    

 



 


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


 


“Eligible Investments”
means any Dollar investment that, at the time it is Delivered (directly or through an intermediary or bailee), is one or more of the
following obligations or securities:


 


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


 


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


 


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


 


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


 






    -20- 


     


    

 


(v)            Cash;


 


provided that (1) Eligible
Investments purchased with funds in the Collection Account shall be held until maturity except as otherwise specifically provided herein
and shall include only such obligations or securities, other than those referred to in clause (iv) above, as mature (or
are putable at par to the issuer thereof) no later than the Business Day prior to the next Payment Date; and (2) none of the foregoing
obligations or securities shall constitute Eligible Investments if (a) such obligation or security has an “f”, “r”,
 “p”, “pi”, “q” or “t” subscript assigned by S&P, (b) all, or substantially all,
of the remaining amounts payable thereunder consist of interest and not principal payments, (c) such obligation or security is subject
to U.S. withholding or foreign withholding tax unless the issuer of the security is required to make “gross-up” payments for
the full amount of such withholding tax, (d) such obligation or security is secured by real property, (e) such obligation or
security is purchased at a price greater than 100% of the principal or face amount thereof, (f) such obligation or security is subject
of a tender offer, voluntary redemption, exchange offer, conversion or other similar action or (g) in the Collateral Manager’s
judgment, such obligation or security is subject to material non-credit related risks. Any such investment may be made or acquired from
or through the Collateral Agent or any of its affiliates, or any entity for whom the Collateral Agent or any of its affiliates provides
services (so long as such investment otherwise meets the applicable requirements of the foregoing definition of Eligible Investment at
the time of acquisition) or acts as offeror; provided that, notwithstanding the foregoing clauses (i) through
(v), unless the Borrower and the Collateral Manager have received the written advice of counsel of national reputation experienced
in such matters to the contrary (together with an officer’s certificate of the Borrower or the Collateral Manager to the Administrative
Agent and the Collateral Agent that the advice specified in this definition has been received by the Borrower and the Collateral Manager),
Eligible Investments may only include obligations or securities that constitute cash equivalents for purposes of the rights and assets
in paragraph (c)(8)(i)(B) of the exclusions from the definition of “covered fund” for purposes of the Volcker Rule. The
Collateral Agent, Collateral Administrator and Document Custodian shall have no obligation to determine or oversee compliance with the
foregoing or to determine whether an investment is an “Eligible Investment”.


 


“Eligible Loan”
means a Loan that meets each of the following criteria at the time of acquisition thereof by the Borrower (or its binding commitment
to acquire the same):


 


(a)            is
an Eligible First Lien Obligation (including an Eligible Covenant Lite Loan, a Bifurcated First Lien Term Loan or a Uni-Tranche Loan);


 


(b)            permits
the purchase thereof by or assignment thereof to the Borrower and the pledge to the Collateral Agent;


 


(c)            is
denominated and payable in either Dollars;


 


(d)            is
an obligation of an Obligor organized or incorporated in the United States (or any state, territory or possession thereof) or Canada;
provided that, for the avoidance of doubt, a guarantor may be organized or incorporated outside of the United States or
Canada;


 






    -21- 


     


    

 


(e)            is
not a Defaulted Loan;


 


(f)            is
not a Non-Cash Paying PIK Loan;


 


(g)           is
not a Zero Coupon Obligation;


 


(h)           is
not a Structured Finance Obligation, a finance lease or chattel paper;


 


(i)            as
of the date of acquisition thereof, is not subject to material non-credit related risk (such as a Loan the payment of which is expressly
contingent upon the non-occurrence of a catastrophe) as determined by the Collateral Manager in good faith;


  


(j)            no
portion thereof (including any conversion option, exchange option, warrant or other component thereof) is exchangeable or convertible
into equity at the option of the Obligor;


 


(k)            is
not an Equity Security and does not provide for mandatory or optional conversion or exchange into an Equity Security; provided
that the acquisition of an instrument that otherwise qualifies as an Eligible Loan, together with a warrant or other similar instrument
that may be converted or exchanged for an Equity Security (other than Margin Stock), will not cause the former instrument to lose its
eligibility as an Eligible Loan;


 


(l)            as
of the date of acquisition thereof, is not the subject of an offer and has not been called for redemption;


 


(m)          does
not constitute Margin Stock and no part of the proceeds of such loan or any other extension of credit made thereunder will be used to
purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock;


 


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


 


(o)           provides
for regular scheduled payments of principal with the full principal balance to be payable in cash at or prior to its maturity;


 


(p)           is
not a Participation Interest; provided that the Closing Date Participation Interests shall not be included in this clause (p) until
the date that is ninety (90) days after the Closing Date;


 


(q)           as
of the date of origination thereof, has an Obligor with TTM Revenue of at least $10,000,000;


 






    -22- 


     


    

 


(r)            has
a remaining term to maturity of not more than seven years;


 


(s)           provides
for regular scheduled payments of interest no less frequently than quarterly;


 


(t)            [reserved];


 


(u)            is
not an obligation pursuant to which any future advances or payments to the Obligor may be required to be made by the Borrower (including
Revolving Loans and Delayed Drawdown Loans);


 


(v)           will
not cause the Borrower or the pool of assets to be required to be registered as an investment company under the Investment Company Act;


 


(w)          is
not a Covenant Lite Loan unless it is an Eligible Covenant Lite Loan;


 


(x)            is
not primarily secured by real estate;


 


(y)           if
it is (i) not a Noteless Loan, the related note or (ii) a Noteless Loan, (x) 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 (y) a copy (which may be a facsimile copy) of (I) the loan or credit agreement
reflecting the Obligor’s commitment thereunder or (II) an assignment agreement in favor of the Borrower as assignee, has been
delivered to the Document Custodian in accordance with the provisions of Article XIV;


 


(z)            as
of the date of acquisition thereof, has a purchase price or current fair market value of greater than 80% of par;


 


(aa)          as
of the date of acquisition thereof, has an Obligor with (x) as of the date of acquisition thereof, (A) if such Loan is not a
Uni-Tranche Loan, (1) a Senior Debt Ratio of less than 5.00x and (2) a Total Debt Ratio of less than 7.00x, or (B) if such
Loan is a Uni-Tranche Loan, a Total Debt Ratio of less than 6.00x and (y) as of any date of determination thereafter, (1) a
Senior Debt Ratio of less than 7.00x and (2) a Total Debt Ratio of less than 8.00x;


 


(bb)         (i) as
of the date of origination and as of the date of acquisition thereof, has a Proprietary Risk Rating of 3 or better and (ii) as of
any date after the acquisition thereof, has a Proprietary Risk Rating of 4 or better;


 


(cc)          has
been assigned a Risk Factor Rating (i) upon acquisition by the Borrower that is not more than 60 days old and (ii) thereafter,
that is not more than 13 months old;


 






    -23- 


     


    

 


(dd)         was
originated, underwritten, documented and closed or acquired in all material respects in accordance with the Collateral Manager’s
Credit and Collection Policies;


 


(ee)         has
a Risk Factor Rating of less than or equal to 6500;


 


(ff)          has
a loan (including all Collateral Loans and any other debt senior to or pari passu with such Collateral Loan) to total enterprise value
ratio of less than 70% as calculated by the Collateral Manager in good faith in accordance with and at intervals required by its Credit
and Collection Policies;


 


(gg)         the
Borrower (or the Collateral Manager on behalf of the Borrower) shall have instructed the Obligor or related administrative or paying agents
under the Related Documents (or with respect to any Closing Date Participation Interest for which the Elevation Date has not yet occurred,
MC Income Plus Financing SPV LLC) to remit all Collections directly to the Collection Account;


 


(hh)         is
not a Second Lien Loan;


 


(ii)            is
a Floating Rate Obligation;


 


(jj)            is,
and the applicable Related Documents are, in compliance, in all material respects, with applicable laws, rules and regulations (including
relating to usury, truth-in-lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices
and privacy, OFAC and Patriot Act);


 


(kk)         does
not represent a consumer obligation (including, without limitation, a mortgage loan, auto loan, credit card loan or personal loan);


 


(ll)           is
not a letter of credit;


 


(mm)       is
in registered form within the meaning of Sections 881(c)(2)(B)(i) and 163(f) of the Code and Section 5f.103-1(c) of
the United States Treasury Regulations and issued after July 18, 1984;


 


(nn)         as
of the date of acquisition thereof, no payment of interest or principal on such Loan is more than thirty (30) days past the applicable
due date within the previous twelve-month period;


 


(oo)         the
Related Documents with respect to such Loan are governed by the laws of the United States (or any state or territory thereof), Canada
(or any province thereof) or the United Kingdom;


 


(pp)         such
Obligor or its related guarantor with respect to such Loan is not engaged in any of the following: (i) assault weapons or firearms
manufacturing, (ii) consumer and commercial lending, payday lending, pawn shops, or adult entertainment, (iii) illegal or internet
gaming (excluding, for the avoidance of doubt, hospitality and/or resorts development or management thereof), or (iv) the sale or
cultivation of marijuana or directly related businesses;


 






    -24- 


     


    

 


(qq)         other
than a Control Position Loan, is not an obligation of an Obligor where the Borrower, Collateral Manager or any Affiliate thereof holds
voting securities of such Obligor in an amount, collectively, that exceeds 20% of such Obligor’s voting securities; and


 


(rr)           is
not a Control Position Loan in which the warrant or other similar instrument may be converted or exchanged for an Equity Security (other
than Margin Stock) in excess of 49% of the equity interests of the related Obligor.


 


The determination of the total enterprise value
for purposes of clause (ff) of this definition shall be based on (x) an Appraisal or other valuation (including an internal
valuation performed by the Collateral Manager) performed on a consistent basis with other loans on or about the date of acquisition by
the Borrower, or (y) the Collateral Manager’s judgment at the time the loan is acquired by the Borrower.


 


“Equity Security”
means any stock or similar security, certificate of interest or participation in any profit sharing agreement, preorganization 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 or right to subscribe to or purchase such a security;
or any such warrant or right.


 


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


 


“ERISA Event”
means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with
respect to a Plan (other than an event for which the thirty 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.


 






    -25- 


     


    

 


“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.


 


“Erroneous
Payment” has the meaning assigned to it in Section 12.08(a).


 


“Erroneous
Payment Deficiency Assignment” has the meaning assigned to it Section 12.08(d).


 


“Erroneous
Payment Impacted Class” has the meaning assigned to it in Section 12.08(d).


 


“Erroneous
Payment Return Deficiency” has the meaning assigned to it in Section 12.08(d).


 


“EU Bail-In Legislation
Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time
to time.


 


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


 


“Excess Concentration
Amount” means an amount, calculated (unless otherwise expressly stated herein to the contrary) as of the Closing Date and on
the effective date of any Facility Amount Increase, in respect of which any one or more of the Concentration Limitations are exceeded,
equal to the sum of the portions (calculated by the Collateral Manager without duplication) of each Eligible Loan that cause such Concentration
Limitations to be exceeded.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, 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 Amount”
means (a) any amount received in the Collection Account with respect to any Collateral Loan, which amount is attributable to
the reimbursement of payment by the Borrower of any Tax, fee or other charge imposed by any Governmental Authority on such Collateral
Loan or any related Collateral, (b) any reimbursement of insurance premiums paid by the Borrower, (c) any escrows relating to
Taxes, insurance and other amounts in connection with Collateral Loans which are held in an escrow account for the benefit of the Obligor
and the secured party pursuant to escrow arrangements under the Related Documents or (d) any amount deposited into the Collection
Account in error.


 






    -26- 


     


    

 


“Facility Amount”
means $100,000,000.


 


“Facility Amount
Increase Request” has the meaning set forth in Section 2.15.


 


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


 


“FATCA”
means Code Sections 1471 through 1474 (or any amended or successor version that is substantively comparable and not materially more onerous
to comply with), any current or future regulations or official interpretations thereof (including any Revenue Ruling, Revenue Procedure,
Notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes
under such provisions), any agreement entered into pursuant to Section 1471(b)(1) of the Code, and any law implementing an intergovernmental
agreement or approach thereto.


  


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


 


“Final Maturity Date”
means the earlier of (a) the first anniversary of the Initial Period Termination Date (or such later date as may be agreed by
the Borrower and each of the Lenders and notified in writing to the Agents) or (b) the date of the acceleration of the Term Loan
pursuant to Section 6.02.


 


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


 


“Financing Documents”
has the meaning set forth in Section 14.02(b).


 


“Financing Statements”
has the meaning specified in Section 9-102(a)(39) of the UCC.


 






    -27- 


     


    

 


“Fitch”
means Fitch, Inc., together with its successors.


 


“Floating Rate Obligation”
means any Loan that bears a floating rate of interest.


 


“Floor”
means one-half of one percent (0.50%).


 


“Fundamental Amendment”
means any amendment, modification, waiver or supplement of or to this Agreement that would (a) change the Final Maturity Date, (b) extend
the date fixed for the payment of principal of or interest on the Term Loan or any fee hereunder, (c) reduce the amount of any such
payment of principal or interest, (d) reduce the rate at which interest is payable thereon or any fee is payable hereunder, (e) release
any material portion of the Collateral, except in connection with dispositions permitted hereunder, (f) alter the terms of (x) Section 6.01,
Section 9.01, or Section 16.01(b) or any related definitions or provisions in a manner that would alter the
effect of such Sections or (y) any provisions (including any relevant definitions) relating to the pro rata treatment of payments
to each Lender, (g) modify the definition of the term “Required Lenders” or modify in any other manner the number or
percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, (h) modify
the definition of the terms “Collateral Default Ratio”, “Concentration Limitations”, “Coverage Test”,
 “Eligible First Lien Obligation”, “Eligible Loan”, “Fundamental Amendment”, “Interest Coverage
Ratio Test”, “Minimum Equity Amount”, “Minimum Obligor Amortization Test”, “Minimum Obligor Test”,
 “Overcollateralization Test”, “Portfolio Quality Test”, “Weighted Average Spread Test”, “Weighted
Average Life Test”, “Weighted Average Risk Factor Rating Test”, “Weighted Average Senior Debt Ratio Test”,
 “Weighted Average TTM EBITDA Test”, “Weighted Average Total Debt Ratio Test”, or in any defined term used therein,
in each case in a manner which would have the effect of making more credit available to the Borrower, be adverse to the interests of Lenders
or less restrictive on the Borrower in any other material fashion, or (i) extend the Initial Period.


 


“Funding Effective
Date” means the later of the Closing Date and the date on which the conditions precedent set forth in Section 3.01
are satisfied.


 


“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, quasi-regulatory authority, 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.


 






    -28- 


     


    

 


“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.


 


“Indemnified Party”
has the meaning assigned to such term in Section 16.04(b).


 


“Ineligible Loan”
means, at any time, a Loan or any portion thereof that fails to satisfy any criteria of the definition of “Eligible Loan”.


 


“Initial Period”
means the period from and including the Closing Date to and including the Initial Period Termination Date.


 


“Initial Period Termination
Date” means the earliest to occur of (a) the date three (3) years following the Closing Date, (b) the date the
Borrower voluntarily terminates this Agreement, (c) the date that the Minimum Equity Amount Test is not satisfied and (d) the
termination of the Initial Period following the occurrence and during the continuation of an Event of Default.


 


“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 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.


 






    -29- 


     


    

 


“Interest”
means, for each day during an Interest Accrual Period and the Term Loan 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 the Term
Loan on such day;



 


		P 	= 	the principal amount of the Term
Loan on such day; and



 


		D	=	360.



 


“Interest Accrual
Period” means, with respect to each Term Loan (or portion thereof) (a) with respect to the first Payment Date following
the Term Loan (or portion thereof), the period from and including the Closing Date or the date of the Term Loan, as applicable, to and
including the last day of the calendar month preceding the first Payment Date and (b) with respect to any subsequent Payment Date
for the Term Loan (or portion thereof), the period commencing on the first day of the calendar month in which the preceding Payment Date
occurred and ending on the last day of the calendar month immediately preceding the month in which the Payment Date occurs; provided,
that the final Interest Accrual Period for the outstanding Term Loan hereunder shall end on and include the day prior to the payment in
full of the Term Loan hereunder.


 


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


 


“Interest Coverage
Ratio” means, on any date of determination, the percentage equal to:


 


(a)            an
amount equal to the applicable Collateral Interest Amount at such time; divided by


 


(b)            the
aggregate amount payable (or expected as of the date of determination to be payable) under Section 9.01(a)(i)(A) through
(D) on the Payment Date immediately succeeding such date of determination.


 


“Interest Coverage
Ratio Test” means a test that will be satisfied on any date of determination on or after January 31, 2023 if the Interest
Coverage Ratio is greater than or equal to 200%.


 






    -30- 


     


    

 


“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 Ineligible
Loans), including the accrued interest received in connection with a sale thereof during such Collection Period;


 


(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), and all protection fees and other
fees and commissions received by the Borrower during such Collection Period, unless the Collateral Manager notifies the Agents before
such Determination Date that the Collateral Manager in its sole discretion has determined that such payments are to be treated as Principal
Proceeds;


 


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


 


(e)            all
Cash contributions to the Borrower, which are designated as “Interest Proceeds” by the Collateral Manager pursuant to Section 10.05.


 


provided that:


 


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


 


(2)            solely
after the Initial Period, all payments received in respect of Equity Securities will constitute Principal Proceeds; and


 


(3)            all
Cash received as equity contributions from the BDC will constitute Principal Proceeds unless specified by the Collateral Manager pursuant
to Section 10.05.


 


“Interest Rate”
means a rate equal to the Adjusted Term SOFR Rate plus the Applicable Margin; provided, however,
that (x) upon the delivery of a notice from the Administrative Agent to the Borrower pursuant to Section 2.04(g) of
this Agreement or (y) during any Benchmark Unavailability Period, the Interest Rate shall be the Base Rate plus the Applicable Margin.


 


“Interest Reserve
Amount” means, as of any date of determination, an amount equal to the interest paid to the Lenders pursuant to Section 9.01(a)(i)(D) on
the previous Payment Date.


 






    -31- 


     


    

 


“Intermediary”
means U.S. Bank National Association, solely in its capacity as securities intermediary under the Account Control Agreement, and any successor
thereto.


 


“Investment Company
Act” means the Investment Company Act of 1940, as amended, 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.


 


“Lenders” means
the Persons 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.


 


“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).


 


“Listed Collateral
Loan” means a Collateral Loan for which, at the time of determination, a Listed Value is available.


 


“Listed Value”
means, for any Collateral Loan, the bid price for such Collateral Loan most recently quoted by Loan Pricing Corporation, Mark-it Partners
(formerly known as Loan X), Interactive Date Corporation (Thompson Reuters), or quoted by another nationally recognized broker-dealer
or nationally recognized quotation service as may be approved from time to time by the Administrative Agent and the Required Lenders if
so requested by the Borrower; provided that, if the Collateral Manager reasonably believes that the price quoted by any
such source is based on less than three bona fide bids, then the Collateral Manager, by notice to the Agents, may determine the Listed
Value in accordance with clause (a) of the definition of “Market Value”.


 


“Loan”
means a loan or other debt obligation (including any Closing Date Participation Interest therein).


 


“Loan Checklist”
means an electronic or hard copy, as applicable, checklist delivered by the Borrower (or the Collateral Manager on behalf of the Borrower)
to the Document Custodian, for each Collateral Loan, of the Related Documents identified on such Loan Checklist, including, but not limited
to, as applicable, an assignment agreement, funding memo, loan or credit agreement, security agreement and (if not a Noteless Loan) a
promissory note (or such Loan Checklist shall specify if such Collateral Loan is a Noteless Loan), and which shall specify whether such
Related Document is an original or a copy and shall include the name of the Obligor with respect to such Collateral Loan, in each case
as of the date of acquisition thereof by the Borrower.


 






    -32- 


     


    

 


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


 


“Market Value”
means, for any Collateral Loan:


 


(a)            the
lower of:


 


(x)            the
fair market value of such Collateral Loan as reasonably determined by the Collateral Manager in accordance with the Collateral Management
Standard; and


 


(y)            the
purchase price in respect of such Collateral Loan expressed as an effective percentage of par less any loss reserves maintained by the
Borrower in accordance with GAAP; or


 


(b)            solely
after the Initial Period, if such Collateral Loan is a Listed Collateral Loan as at such date, the Listed Value of such Collateral Loan
as at such date.


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, assets, financial condition, operations, performance or properties
of the Borrower or the Collateral Manager, both individually or taken as a whole, (b) the validity, enforceability or collectability
of this Agreement or any other Facility Document or the validity, enforceability or collectability of the Collateral Loans generally or
any material portion of the Collateral Loans, (c) the rights and remedies of the Administrative Agent, the Lenders and the Secured
Parties with respect to matters arising under this Agreement or any other Facility Document taken as a whole, (d) 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 (e) the
status, existence, perfection, priority or enforceability of the Collateral Agent’s Lien on the Collateral.


 


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


 


(a)            reduces,
reschedules or waives one or more interest payments or permits any interest due with respect to such Loan in cash to be deferred, rescheduled
or capitalized and added to the principal amount of such Loan (other than any deferral or capitalization already expressly permitted by
the terms of its underlying instruments as of the date such Loan was acquired by the Borrower) or extends or reschedules one or more interest
payments with respect to such Loan for more than 93 days in the aggregate during any 12 month successive period; provided
that any reduction, waiver, rescheduling, deferral or capitalization of interest payments shall not constitute a Material Modification
if the remaining cash interest payable on such Loan is at least equal to the applicable floating benchmark rate plus 3.00% per annum;


 






    -33- 


     


    

 


(b)            except
for permitted liens, contractually or structurally subordinates such Loan by operation of a priority of payments, turnover provisions
or the transfer of assets in order to limit recourse to the related Obligor or releases any material guarantor or co-Obligor from its
obligations with respect thereto (other than as expressly permitted by the Related Documents as of the date such Loan was acquired by
the Borrower);


 


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


 


(d)            waives,
reschedules, extends or postpones any date fixed for any scheduled payment or mandatory prepayment of principal (other than in respect
of excess cash flow) on such Loan; provided that no such rescheduling, extension, postponement, reduction or deferral of
principal on such Loan shall constitute a Material Modification if the aggregate amount of such rescheduled, extended, postponed, reduced
or deferred principal owing to the Borrower (x) is less than or equal to 10.0% of the original principal amount of the Loan owned
by Borrower and (y) is due and payable by the related Obligor on or before the maturity date of such Loan; or


 


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


 


“Measurement Date”
means, (i) the Closing Date, (ii) the Borrowing Date and (iii) each Monthly Report Determination Date.


 


“Minimum Equity Amount”
means the Aggregate Collateral Balance of all Collateral Loans owned (or, in relation to a proposed purchase of a Collateral Loan, proposed
to be owned) by the Borrower which consist of obligations of any Obligor which, together with the Affiliates thereof, is at any time (i) from
and including the Closing Date until the effectiveness of any Facility Amount Increase, an Obligor with the 1st, 2nd, 3rd, 4th, or 5th
largest percentage of the Aggregate Collateral Balance, (ii) after the effectiveness of any Facility Amount Increase until the effectiveness
of any Facility Amount Increase that increases the Facility Amount to an amount equal to or in excess of $150,000,000, an Obligor with
the 1st, 2nd, 3rd, 4th, 5th, or 6th largest percentage of the Aggregate Collateral Balance, and (iii) thereafter, an Obligor with
the 1st, 2nd, 3rd, 4th, 5th, 6th, 7th or 8th largest percentage of the Aggregate Collateral Balance.


 


“Minimum Equity Amount
Test” means a test that is satisfied on any day if (a) the sum of (i) the Aggregate Collateral Balance, plus
(ii) the aggregate amount of cash then on deposit in the Principal Collection Subaccount, minus (iii) the outstanding
Term Loan, is greater than or equal to (b) the Minimum Equity Amount.


 






    -34- 


     


    

 


“Minimum Obligor
Amortization Test” means a test that is satisfied on any day if the Collateral Loans owned by the Borrower consist of obligations
of at least six (6) individual Obligors.


 


“Minimum Obligor
Test” means a test that is satisfied at any such time there are twelve (12) Obligors representing Eligible Loans that are not
Defaulted Loans.


 


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


 


“Monthly Asset Amount”
means, for any Payment Date, the Aggregate Collateral Balance as of the last day of the most recent Collection Period.


 


“Monthly Report”
has the meaning specified in Section 8.06.


 


“Monthly Report Determination
Date” has the meaning specified in Section 8.06.


 


“Monthly Reporting
Date” means the date that is two Business Days prior to the 25th of each calendar month.


 


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


 


“Moody’s Industry
Classification” means the industry classifications set forth in Schedule 4, as such industry classifications shall be
updated at the option of the Collateral Manager if Moody’s publishes revised industry classifications. The determination of which
Moody’s Industry Classification to which an Obligor belongs shall be made in good faith by the Collateral Manager.


 


“Moody’s RiskCalc”
means Moody’s RiskCalc® Plus Version 3.1 in the Credit Cycle Adjustment (“CCA”) mode with static mapping
to equivalent bond letter ratings; provided, however, that if at any time of determination a different Risk
Factor Rating is obtained utilizing the Financial Statement Only (“FSO”) mode, upon the Borrower’s request and
the approval of the Agent in its sole discretion, the FSO mode may be substituted for the CCA mode with respect to such Risk Factor Rating.


 


“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.


 


“Non-Cash Paying
PIK Loan” means, at any time, a PIK Loan that is deferring all of the cash interest that is due at such time.


 


“Non-Consenting Lender”
means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all affected Lenders
in accordance with the terms of Section 16.01 and (b) has been approved by the Required Lenders.


 






    -35- 


     


    

 


“Noteless Loan”
means a Loan with respect to which the Related Documents either (i) do not require the Obligor to execute and deliver a promissory
note to evidence the indebtedness created under such Loan or (ii) require execution and delivery of such a promissory note only upon
the request of any holder of the indebtedness created under such Loan, and as to which the Borrower has not requested a promissory note
from the related Obligor.


 


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


 


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


 


“Obligations”
means all indebtedness, whether absolute, fixed or contingent, at any time or from time to time owing by the Borrower to any Secured Party
or any Affected Person under or in connection with this Agreement, the Collateral Agent, Document Custodian, Collateral Administrator
and Intermediary Fee Letter or any other Facility Document, including, without limitation, (x) all amounts payable by the Borrower
in respect of the Term Loan, with interest thereon, (y) all amounts payable hereunder and (z) all such amounts payable that
accrue after the commencement of an Insolvency Event (in each case whether or not allowed as a claim in such Insolvency Event).


 


“Obligor” means,
in respect of any Loan, the Person primarily obligated to pay Collections in respect of such Loan.


 


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


 


“Other Taxes”
has the meaning given in Section 16.03(b).


 


“Overcollateralization
Ratio” means, at any time, the ratio (expressed as a percentage) (i) the numerator of which is the Aggregate Collateral
Balance of all Eligible Loans as of such date and (ii) the denominator of which is the aggregate principal amount of the Term Loan
outstanding as of such date.


 


“Overcollateralization
Test” means a test that will be satisfied at any time if (i) the Overcollateralization Ratio as of such date is equal to
or exceeds (ii) 142%.


 


“Ownership Certificates”
means, in respect of any Collateral, all stock, ownership certificates, participation certificates and other “instruments”
and “certificated securities” (as such terms are defined in the UCC), if any, governing or evidencing or representing ownership
of such Collateral.


 


“Participant”
means any Person to whom a participation is sold as permitted by Section 16.06(c).


 


“Participation Interest”
means a participation interest in a Loan.


 


“Party”
has the meaning assigned to such term in Section 16.21.


 






    -36- 


     


    

 


“Past Due Rate”
means a rate per annum equal to the Base Rate plus the Applicable Margin.


 


“PATRIOT Act”
has the meaning assigned to such term in Section 16.16.


 


“Payment Account”
means the payment account of the Collateral Agent established pursuant to Section 8.03(a).


 


“Payment Date”
means the 25th day of each calendar month, the first of which shall be in February 2023; provided that,
if any such day is not a Business Day, then such Payment Date shall be the next succeeding Business Day.


 


“Payment Notice”
has the meaning assigned to it in Section 12.08(b).


 


“Payment Recipient”
has the meaning assigned to it in Section 12.08(a).


 


“Payor” has
the meaning assigned to it in Section 12.08(a).


 


“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, 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 Agent”
means:


 


(a)            in
connection with the Facility Documents, the Collateral Manager, the Document Custodian, the Collateral Administrator, the Intermediary,
the Agents and any such party’s sub-agents; and


 


(b)            in
connection with the Loans, (i) administrative agents, collateral agents, arrangers, trustees and similar agents (and any sub-agents)
appointed under the Related Documents, (ii) financial and restructuring advisors, appraisers and evaluators, (iii) foreign agents
retained for foreign perfection purposes or other local law requirements, (iv) back-office operations providers and (v) legal
counsel, in each case, consistent with the Collateral Manager’s past practice and in the ordinary course of business.


 


“Permitted Assignee”
means (i) an Affiliate of any Lender that has a short-term unsecured debt rating or certificate of deposit rating of “A-2”
or better by S&P or “P-2” or better by Moody’s, and (ii) any Person who is a Lender immediately prior to any
assignment, and which, in the case of clause (i) and at the time of the related assignment, does not require the Borrower
to pay any additional or increased costs or is otherwise approved by the Borrower.


 






    -37- 


     


    

 


“Permitted Liens”
means: (a) Liens created in favor of the Collateral Agent hereunder or under the other Facility Documents for the benefit of the
Secured Parties; and (b) Liens imposed by any Governmental Authority for taxes, assessments or charges not yet delinquent or which
are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books
of the Borrower in accordance with GAAP.


 


“Permitted Securitization”
means any private or public term or conduit securitization or similar financing transaction undertaken by the Borrower or its Affiliates
that is secured, directly or indirectly, by any Loan currently or formerly included in the Collateral or any portion thereof or any interest
therein released from the Lien of this Agreement, including, without limitation, any collateralized loan obligation or collateralized
debt obligation offering or other asset securitization.


 


“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 Loan that permits the Obligor thereon to defer or capitalize any portion of the accrued interest thereon; provided
that any Loan that requires interest in cash at a rate of at least the current applicable floating benchmark rate plus 4.50% per annum
shall not constitute a “PIK Loan” for purposes of this Agreement.


 


“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.


 


“Plan Asset Rule”
has the meaning specified in Section 4.01(n).


 


“Portfolio Collateral”
has the meaning assigned to such term in Section 15.01(b).


 


“Portfolio Quality
Test” means each of (i) the Weighted Average Spread Test, (ii) the Weighted Average Life Test, (iii) the Weighted
Average Risk Factor Rating Test, (iv) the Weighted Average Senior Debt Ratio Test, (v) the Weighted Average TTM EBITDA Test,
(vi) the Weighted Average Total Debt Ratio Test and (vii) the Minimum Obligor Test.


 


“Potential Collateral
Manager Termination Event” means any event which, with the passage of time, the giving of notice, or both, would (if not cured
or otherwise remedied during such time) constitute a Collateral Manager Termination Event.


 






    -38- 


     


    

 


“Prime Rate”
means the rate announced by KeyBank National Association 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 KeyBank National
Association in connection with extensions of credit to debtors. KeyBank National Association may make commercial loans or other loans
at rates of interest at, above, or below the Prime Rate.


 


“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).


 


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


 


“Principal Proceeds”
means, with respect to any Collection Period or the related Determination Date, all amounts received by the Borrower during such Collection
Period that do not constitute Interest Proceeds, including any Cash equity contributions (unless specified by the Collateral Manager to
constitute Interest Proceeds in accordance with 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 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.


 


“Professional Independent
Manager” means an individual who is employed by a nationally-recognized company that provides professional independent directors
or independent managers for Special Purpose Entities and other corporate services in the ordinary course of its business.


 


“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.


 


“Proprietary Risk
Rating” means, for any Loan, the rating assigned thereto by the Collateral Manager under the five-level numeric rating system
used by the Collateral Manager to rate the credit profile on Loans, as described in the Collateral Manager’s Credit and Collection
Policies, applied consistently and in good faith.


 


“Purchase and Contribution
Agreement” means that certain Purchase and Contribution Agreement dated as of the Closing Date between the BDC, as seller, and
the Borrower, as buyer.


 


“Purchase Money Lien”
means a Lien that secures indebtedness (including under a capital lease) for borrowed money so long as (i) substantially all of the
proceeds of the indebtedness for borrowed money (including under a capital lease) that is the subject of such Lien was used to acquire,
construct or improve the asset(s) that are the subject of such Lien, and (ii) such Lien does not attach to assets other than
those acquired, constructed or improved with such proceeds.


 






    -39- 


     


    

 


“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)(a) that has either (1) a long-term unsecured
debt rating of “A” or better by S&P and “A2” or better by Moody’s or (2) 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,
(b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P
and “A2” or better by Moody’s or (2) 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 (c) is otherwise acceptable to the Administrative Agent
and (ii) the deposits of which are insured by the Federal Deposit Insurance Corporation.


 


“QIB” has
the meaning specified in Section 16.06(e).


 


“Qualified Purchaser”
has the meaning specified in Section 16.06(e).


 


“Register”
has the meaning specified in Section 16.06(d).


 


“Registered Investment
Adviser” means a Person duly registered as an investment adviser (including by being identified as a “relying adviser”
in Section 1.B., Schedule D of its related “filing adviser’s” Form ADV) in accordance with and pursuant to
Section 203 of the Investment Advisers Act of 1940, as amended.


 


“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.


 


“Regulatory Change”
has the meaning specified in Section 2.09(a).


 


“Related Documents”
means, with respect to each Collateral Loan, all agreements or documents evidencing, guaranteeing, securing, governing or giving rise
to such Loan including with respect to Related Documents to be delivered to the Document Custodian as identified on the related Loan Checklist
for a Collateral Loan the following to the extent reasonably available to the Borrower (or the Collateral Manager on its behalf): (i)(A) if
the Collateral Loan includes a note, (x) an original, executed copy of the related promissory note, or (y) in the case of a
lost promissory note, a copy of the executed underlying promissory note accompanied by an original executed affidavit and indemnity indorsed
by the Borrower or the prior holder of record either in blank or to the Collateral Agent, in each case with respect to clause (x) or
clause (y) with an unbroken chain of indorsements from each prior holder of such promissory note to the Borrower or to the Collateral
Agent, or in blank, or (B) in the case of a noteless Collateral Loan, a paper or electronic copy of each executed document or instrument
evidencing the creation or assignment of such Collateral Loan to the Borrower, (ii) paper or electronic copies of the related loan
agreement, guaranty, security agreement, intercreditor agreement or any other material agreement (as determined by the Collateral Manager
in its reasonable discretion) and (iii) any other document included on the related Loan Checklist that is reasonably requested by
the Administrative Agent and reasonably available to the Collateral Manager.


 








    -40- 


     


    

 


“Related Party”
has the meaning assigned to such term in Section 16.04(b).


 


“Relevant Governmental
Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened
by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.


 


“Required Lenders”
means, as of any date of determination, one or more Lenders having aggregate Percentages more than 50%; provided, however
that at any time there are only two (2) Lenders, “Required Lenders” must include both such Lenders.


 


“Resolution Authority”
means any body which has authority to exercise any Write-down and Conversion Powers.


 


“Responsible Officer”
means (a) in the case of a corporation, partnership or limited liability company that, pursuant to its Constituent Documents, has
officers, any chief executive officer, chief financial officer, chief administrative officer, president, senior vice president, vice president,
assistant vice president, treasurer, director or manager, and, in any case where two Responsible Officers are acting on behalf of such
entity, the second such Responsible Officer may be a secretary or assistant secretary, (b) in the case of a limited partnership,
the Responsible Officer of the general partner, acting on behalf of such general partner in its capacity as general partner, (c) in
the case of a limited liability company that does not have officers, any Responsible Officer of the sole member, managing member or manager,
acting on behalf of the sole member, managing member or manager in its capacity as sole member, managing member or manager, (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) in
the case of the Administrative Agent, a vice president, assistant vice president, secretary, assistant secretary or officer of the Administrative
Agent, and (f) in the case of the Document Custodian, the Collateral Administrator or the Collateral Agent, a vice president, assistant
vice president, secretary, assistant secretary or officer within the applicable Corporate Trust Office of the Document Custodian, Collateral
Administrator or the Collateral Agent, as applicable, duly authorized to act on such person’s behalf and in each case responsible
for the administration of this Agreement.


  


“Restricted Payments”
means the declaration of any distribution or dividends or the payment of any other amount (including in respect of redemptions permitted
by the Constituent Documents of the Borrower) to any shareholder, partner, member or other equity investor in the Borrower on account
of any share, membership interest, partnership interest or other equity interest in respect of the Borrower, or the payment on account
of, or the setting apart of assets for a sinking or other analogous fund for, or the purchase or other acquisition of any class of stock
of or other equity interest in the Borrower or of any warrants, options or other rights to acquire the same (or to make any “phantom
stock” or other similar payments in the nature of distributions or dividends in respect of equity to any Person), whether now or
hereafter outstanding, either directly or indirectly, whether in cash, property (including marketable securities), or any payment or setting
apart of assets for the redemption, withdrawal, retirement, acquisition, cancellation or termination of any share, membership interest,
partnership interest or other equity interest in respect of the Borrower.


 






    -41- 


     


    

 


“Review Criteria”
is defined in Section 14.02(b)(i).


 


“Review Period”
is defined in Section 14.02(b)(i).


 


“Revolving Loan”
means any Loan (other than a Delayed Drawdown Loan) (including, without limitation, 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 Obligor by the Borrower provided that any such
loan will be a Revolving Loan only until all commitments to make revolving advances to the Obligor expire or are terminated or irrevocably
reduced to zero.


 


“Risk Factor Rating”
means, with respect to any Loan, determined by the Collateral Manager on the date of acquisition and on each Risk Factor Rating Trigger
Date with respect to such Loan, the number set forth on Schedule 7 which corresponds to the “bond default rating” and
estimated default frequency for the Obligor of such Loan obtained by inputting current data related to such Obligor into Moody’s
RiskCalc to produce a “bond default rating” based on the one-year and five-year expected default frequency; provided,
however, that the Collateral Manager may substitute (i) a credit estimate issued by Moody’s which assigns a specific
Risk Factor Rating or (ii) a private or public rating issued by any of S&P, Fitch or Moody’s as the “bond default
rating” in lieu of the “bond default rating” determined by Moody’s RiskCalc. For purposes of determining the Risk
Factor Rating in accordance with Schedule 7 solely with respect to a Loan with a “bond default rating” determined by
Moody’s RiskCalc, (i) a Loan with a Moody’s RiskCalc “bond default rating” of Baa3 or better will be deemed
to have a “bond default rating” of Ba3, (ii) a Loan with a Moody’s RiskCalc “bond default rating” of
Ba1 will be deemed to have a “bond default rating” of B1, (iii) a Loan with a Moody’s RiskCalc “bond default
rating” of Ba2, Ba3 or B1 will be deemed to have a “bond default rating” of B2, and (iv) a Loan with a Moody’s
RiskCalc “bond default rating” of B2 will be deemed to have a “bond default rating” of B3.


 


“Risk Factor Rating
Trigger Date” means (i) each one-year anniversary of the date of acquisition of such Loan, (ii) any time that the
related Obligor’s ratio of Senior Total Funded Debt to TTM EBITDA increases by greater than 0.75x (based on the most recent financial
statements and covenant compliance package delivered by the related Obligor) since the later of (x) the date of acquisition of such
Loan or (y) the date that the Risk Factor Rating was last determined in accordance with clause (a)(ii) of this definition
and (iii) any time that the related Obligor’s TTM EBITDA declines below $5,000,000.


 


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


 






    -42- 


     


    

 


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


 


“Sanctioned Person”
means, at any time, any Person (a) listed on, and/or targeted by, any Sanctions; (b) who is a resident, operating, or organized
under the laws of, a comprehensively Sanctioned Country or territory; or (c) who is directly or indirectly owned or controlled by
any such Person or Person(s).


 


“Sanctions”
means economic or financial sanctions or trade embargoes, trade sanctions laws, regulations, rules, decisions, and/or restrictive measures
administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department
of State, (b) the United Nations Security Council, the European Union, any European Union member state, the government of Japan or
Her Majesty’s Treasury of the United Kingdom.


 


“Scheduled Distribution”
means, with respect to any 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 Loan.


 


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


 


“Second Lien Loan”
means any Loan that (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 after an event of default in connection with a first priority lien or with respect to the liquidation
of the obligor or of specified collateral), (ii) is secured by a valid second priority perfected security interest or 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 security interest or lien on other collateral), (iii) is secured, pursuant to such second priority perfected security
interest or lien, by collateral having a value 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 or security interest in the same
collateral, (iv) is not a loan which is secured solely or primarily by the common stock of its obligor or any of its affiliates and
(v) is a term loan.


 


“Secured Parties”
means the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Document Custodian, the Collateral Manager, the
Intermediary, the Lenders and their respective permitted successors and assigns.


  


“Securities Act”
means the Securities Act of 1933, as amended, 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.


 






    -43- 


     


    

 


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


 


“Senior Debt Ratio”
means, with respect to any Loan, the ratio of Senior Total Funded Debt to TTM EBITDA of the related Obligor, calculated in accordance
with the corresponding amount or ratio in the underlying Related Documents for such Loan utilizing the most recently delivered financial
results for the related Obligor.


 


“Senior Total Funded
Debt” means, with respect to any Loan at any time the same is to be determined, the sum (but without duplication) of (a) all
indebtedness for borrowed money of the related Obligor and its subsidiaries ranking senior or pari passu to such Loan at such time, and
(b) all indebtedness for borrowed money of any other Person which is directly or indirectly guaranteed by the Obligor or any of its
subsidiaries or which the Obligor or any of its subsidiaries has agreed (contingently or otherwise) to purchase or otherwise acquire or
in respect of which the Obligor or any of its subsidiaries has otherwise assured a creditor against loss; provided that,
in the case of this clause (b), any such obligation under such guarantee, agreement or assurance ranks senior or pari passu with
respect to such Loan.


 


“SOFR” means
a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


“SOFR Administrator”
means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


“SOFR Business Day”
means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets
Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United
States government securities.


 


“Solvent”
means, with respect to any Person, that as of the date of determination, both (i) (a) the sum of such Person’s debt (including
contingent liabilities) does not exceed the present fair saleable value of such Person’s assets; (b) such Person’s capital
is not unreasonably small in relation to its business as contemplated on the Closing Date and will not be unreasonably small with respect
to any transaction contemplated to be undertaken after the Closing Date; and (c) such Person has not incurred debts beyond its ability
to pay such debts as they become due; and (ii) such Person is “solvent” within the meaning given that term under the
Bankruptcy Code, Section 271 of the Debtor and Creditor Law of the State of New York and applicable laws relating to fraudulent transfers
under the Bankruptcy Code and New York State law. For purposes of this definition, the amount of any contingent liability at any time
shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that
can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria
for accrual under Statement of Financial Accounting Standards No. 5).


 


“Special Purpose
Entity” means a limited liability company or other business entity that is created with the purpose of being “bankruptcy
remote” and whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such
entity’s separateness that are substantially similar to the special purpose provisions of the Borrower LLC Agreement.


 






    -44- 


     


    

 



 


“Specified Adjusted
Term SOFR” means at any time Adjusted Term SOFR then in effect as determined by the Collateral Manager (and subject to confirmation
and agreement by the Administrative Agent in its commercially reasonable discretion).


 


“Specified Eligible
Investment” means an Eligible Investment meeting the requirements of Section 8.05(a) and that is available
to the Collateral Agent, to be specified by the Collateral Manager to the Collateral Agent (with a copy to the Administrative Agent) on
or prior to the initial Borrowing Date; provided that, so long as no Default or Event of Default shall have occurred and
then be continuing, at any time with not less than five Business Days’ notice to the Collateral Agent (with a copy to the Administrative
Agent) the Collateral Manager may (and, if the-then Specified Eligible Investment is no longer available to the Collateral Agent, shall)
designate another Eligible Investment that meets the requirements of Section 8.05(a) and that is available to the Collateral
Agent to be the Specified Eligible Investment for purposes hereof.


 


“Structured Finance
Obligation” means any debt obligation owing by a 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 ABL Loans, loans to financial service companies, factoring
businesses, health care providers and other genuine operating businesses do not constitute Structured Finance Obligations.


 


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


 


“Successor Collateral
Manager” has the meaning assigned to such term in Section 11.09(a).


 


“Taxes”
has the meaning assigned to such term in Section 16.03(a).


 


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


 


“Term SOFR”
means for any calculation with respect to the Term Loan determined by reference to the Term SOFR Reference Rate, the Term SOFR Reference
Rate on the day (such day, the “Lookback Day”) that is one SOFR Business Day prior to the first day of each calendar
month (and rounded in accordance with the Administrative Agent’s customary practice), as such rate is published by the Term SOFR
Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Lookback Day the
Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date
with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published
by the Term SOFR Administrator on the first preceding SOFR Business Day for which such Term SOFR Reference Rate for such tenor was published
by the Term SOFR Administrator so long as such first preceding SOFR Business Day is not more than three SOFR Business Days prior to such
Lookback Day.


 






    -45- 


     


    

 


“Term SOFR Administrator”
means CBA (or a successor administrator of the Term SOFR Reference Rate, as selected by the Administrative Agent in its reasonable discretion).


 


“Term SOFR Reference
Rate” means the forward-looking term rate based on SOFR for a period of 30 days.


 


“Third Party Expense
Cap” means, for any rolling twelve-month period, an amount equal to $300,000.


 


“Total Debt Ratio”
means, with respect to any Loan, the ratio of Total Funded Debt to TTM EBITDA of the related Obligor, calculated in accordance with the
corresponding amount or ratio in the underlying Related Documents for such Loan utilizing the most recently delivered financial results
for the related Obligor.


 


“Total Funded Debt”
means, with respect to any Loan at any time the same is to be determined, the sum (but without duplication) of (a) all indebtedness
for borrowed money of the related Obligor and its subsidiaries at such time, and (b) all indebtedness for borrowed money of any other
Person which is directly or indirectly guaranteed by the Obligor or any of its subsidiaries or which the Obligor or any of its subsidiaries
has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which the Obligor or any of its subsidiaries
has otherwise assured a creditor against loss, calculated in accordance with the corresponding amount or ratio in the underlying Related
Documents for such Loan utilizing the most recently delivered financial results for the related Obligor.


 


“TTM EBITDA”
means, at any time the same is to be determined with respect to any Obligor, the trailing twelve-month EBITDA of such Obligor calculated
in accordance with the corresponding amount or ratio in the underlying Related Documents for such Loan utilizing the most recently delivered
financial results for the related Obligor.


 


“TTM Revenue”
means, at any time the same is to be determined with respect to any Obligor, the trailing twelve-month revenue of such Obligor calculated
in accordance with the corresponding amount or ratio in the underlying Related Documents for such Loan utilizing the most recently delivered
financial results for the related Obligor.


 


“UCC” means
the Uniform Commercial Code, as from time to time in effect in the State of New York; 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.


 






    -46- 


     


    

 


“Uni-Tranche Loan”
means any Loan that (i) constitutes an Eligible First Lien Obligation, and (ii) has an Obligor with a ratio of Senior Total
Funded Debt to TTM EBITDA of greater than 5.00x.


 


“U.S. Bank”
means U.S. Bank Trust Company, National Association, a national banking association.


 


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


 


“Warranty Loan”
has the meaning specified in the Purchase and Contribution Agreement.


 


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


 


	The Average Life at such time of each such Eligible Loan	X	The portion of the Aggregate Collateral Balance attributable to such Eligible Loan


 


and dividing such sum by the Aggregate Collateral
Balance as of such date of determination.


 


For the purposes of the foregoing,
the “Average Life” is, on any date of determination with respect to any Collateral Loan, the quotient obtained by dividing
(i) 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 Collateral Loan and (b) the respective amounts
of principal of such Scheduled Distributions by (ii) the sum of all successive Scheduled Distributions of principal on such Collateral
Loan.


 


“Weighted Average
Life Test” means a test that is satisfied at any such time if the Weighted Average Life as calculated on the date of determination
is less than or equal to 5.0 years.


 


“Weighted Average
Risk Factor Rating” means, as of any date of determination with respect to all Eligible Loans, the number obtained by summing
the products obtained by multiplying:


 


	The Risk Factor Rating at such time of each such Eligible Loan	X	The portion of the Aggregate Collateral Balance attributable to such Eligible Loan


 


and dividing such sum by the Aggregate Collateral
Balance of all Eligible Loans as of such date of determination.


 






    -47- 


     


    

 


“Weighted Average
Risk Factor Rating Test” means a test that is satisfied at any such time if the Weighted Average Risk Factor Rating as calculated
on the date of determination is less than or equal to 3250.


 


“Weighted Average
Senior Debt Ratio” means, as of any date of determination with respect to all Eligible Loans, the ratio (expressed as a number)
obtained by summing the products obtained by multiplying:


 


	The Senior Total Funded Debt to TTM EBITDA ratio at such time of each such Eligible Loan	X	The portion of the Aggregate Collateral Balance attributable to such Eligible Loan


 


and dividing such sum by the Aggregate Collateral
Balance of all Eligible Loans as of such date of determination.


 


“Weighted Average
Senior Debt Ratio Test” means a test that is satisfied at any such time if the Weighted Average Senior Debt Ratio as calculated
on the date of determination is less than or equal to 4.50x; provided, however, that for purposes of determining
the foregoing, (i) in the case of an Obligor that has acquired a business (whether through an asset acquisition, a merger or otherwise),
the TTM EBITDA ratio(s) shall be calculated based on the TTM EBITDA figures for the consolidated business, after giving pro forma
effect to the transactions resulting in such acquisition, plus the results of any portion of such trailing twelve month period elapsing
after the date of such acquisition; and (ii) for any Eligible Loan, the Weighted Average Senior Debt Ratio shall be calculated in
accordance with the corresponding amount or ratio in the underlying Related Documents for such Eligible Loan.


 


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


 


(a)            the
amount equal to the Aggregate Funded Spread (with respect to all Floating Rate Obligations), by


 


(b)            the
Aggregate Collateral Balance of all Floating Rate Obligations as of such date.


 


“Weighted Average
Spread Test” means, as of any date of determination, a test that is satisfied at any such time if the Weighted Average Spread
as calculated on the date of determination is greater than or equal to 5.25%.


 


“Weighted Average
Total Debt Ratio” means, as of any date of determination with respect to all Eligible Loans, the ratio (expressed as a number)
obtained by summing the products obtained by multiplying:


 


	The Total Funded Debt to TTM EBITDA ratio at such time of each such Eligible Loan	X	The portion of the Aggregate Collateral Balance attributable to such Eligible Loan


 


and dividing such sum by the Aggregate Collateral
Balance of all Eligible Loans as of such date of determination.


 






    -48- 


     


    

 


“Weighted Average
Total Debt Ratio Test” means a test that is satisfied at any such time if the Weighted Average Total Debt Ratio as calculated
on the date of determination is less than or equal to 5.00x.


 


“Weighted Average
TTM EBITDA” means, as of any date of determination with respect to all Eligible Loans, the number obtained by summing the products
obtained by multiplying:


 


	TTM EBITDA at such time with respect to the Obligor of each such Eligible Loan	X	The portion of the Aggregate Collateral Balance attributable to such Eligible Loan


 


and dividing such sum by the Aggregate Collateral
Balance of all Eligible Loans as of such date of determination.


 


“Weighted Average
TTM EBITDA Test” means a test that is satisfied at any such time if the Weighted Average TTM EBITDA as calculated on the date
of determination is greater than or equal to $20,000,000.


 


“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 in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the
powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule.


 


“Zero Coupon Obligation”
means a Loan that does not provide for periodic payments of interest in Cash or that pays interest only at its stated maturity.


 






    -49- 


     


    

 


Section 1.02.            Rules of
Construction. For all purposes of this Agreement, except as otherwise expressly provided or unless
the context otherwise requires (i) singular words shall connote the plural as well as the singular, and vice versa (except as indicated),
as may be appropriate, (ii) the words “herein,” “hereof” and “hereunder” and other words of similar
import used in this Agreement refer to this Agreement as a whole and not to any particular article, schedule, section, paragraph, clause,
exhibit or other subdivision, (iii) the headings, subheadings and table of contents set forth in this Agreement are solely for convenience
of reference and shall not constitute a part of this Agreement nor shall they affect the meaning, construction or effect of any provision
hereof, (iv) references in this Agreement 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, (v) each of the parties to this Agreement and its counsel have reviewed and revised, or requested
revisions to, this Agreement, and the rule of construction that any ambiguities are to be resolved against the drafting party shall
be inapplicable in the construction and interpretation of this Agreement, (vi) any definition of or reference to any Facility Document,
agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications
set forth herein), (vii) any reference herein 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), (viii) any reference to any law or regulation
herein shall refer to such law or regulation as amended, modified or supplemented from time to time, (ix) unless otherwise provided
herein, each reference to any time means New York, New York time and (x) any reference to “execute”, “executed”,
 “sign”, “signed”, “signature” or any other like term hereunder shall include execution by electronic
signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature”
as defined under the U.S. Electronic Signatures in Global and National Commerce Act (“E-SIGN”) or the New York Electronic
Signatures and Records Act (“ESRA”), which includes any electronic signature provided using Orbit, Adobe Sign, DocuSign,
or any other similar platform identified by the Borrower and reasonably available at no undue burden or expense to the Collateral Agent,
the Collateral Administrator or the Document Custodian and acceptable to the Administrative Agent in its reasonable discretion together
with any requested certificate of completion or other evidence of authentication), except to the extent the Collateral Agent, the Collateral
Administrator or the Document Custodian requests otherwise. Any such electronic signatures shall be valid, effective and legally binding
as if such electronic signatures were handwritten signatures and shall be deemed to have been duly and validly delivered for all purposes
hereunder.


 


Section 1.03.            Computation
of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of
time from a specified date to a later specified date, the word “from” means “from and including” and the words
 “to” and “until” both mean “to but excluding”. Periods of days referred to in this Agreement shall
be counted in calendar days unless Business Days are expressly prescribed.


 


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 Loan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment
in Loans, and with respect to the income that can be earned on Scheduled Distributions on such 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.


 






    -50- 


     


    

 


(a)            All
calculations with respect to Scheduled Distributions on the Collateral Loans 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 Loans that are furnished by or on behalf
of the Obligor of such Collateral Loans 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 Defaulted Loans and Ineligible Loans unless or until such payments are actually made and (ii) ticking
fees in respect of Collateral Loans, and other similar fees, 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 Loans (other than Defaulted Loans
and Ineligible Loans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be the
total amount of payments and collections to be received during such Collection Period in respect of such Collateral Loans.


 


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


 


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


 


(f)             For
purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration
Limitations, Defaulted Loans and Ineligible Loans (including any unfunded commitments with respect to such Collateral Loans) will be treated
as having a value equal to zero.


 


(g)            [Reserved].


 


(h)            [Reserved].


 


(i)             Any
Collateral Loan purchased for 98% of par or more will be deemed to be purchased at par; provided that any arranger, closing
or similar fees earned at the primary closing of a Collateral Loan will not be considered discounts to par.


 


(j)             References
in this Agreement to the Borrower’s “purchase” or “acquisition” of a Loan include references to the Borrower’s
acquisition of such Collateral Loan by way of a sale and/or contribution from the BDC and the Borrower’s making or origination of
such Loan. Portions of the same Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or
the making or origination thereof) will, for purposes of determining the purchase price of such Loan, be treated as separate purchases
on separate dates (and not a weighted average purchase price for any particular Loan).


 






    -51- 


     


    

 


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


 


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


 


(m)            Other
than for purposes of determining whether the conditions for each Term Loan have been satisfied, for purposes of calculating compliance
with any test under this Agreement (including, without limitation, Interest Coverage Ratio Test, any Concentration Limitation, and
any Portfolio Quality Test), the trade date (and not the settlement date) with respect to any acquisition or disposition of a Loan shall
be used to determine whether and when such acquisition or disposition has occurred so long as such acquisition or disposition settles
within 30 days of the trade date. If such acquisition or disposition does not settle within 30 days of the trade date, all such tests
shall be recalculated based on the date such acquisition or disposition of a Loan actually settles. For the avoidance of doubt, for purposes
of calculating compliance with any test under this Agreement to determine whether the conditions for each Term Loan have been satisfied,
the settlement date (and not the trade date) with respect to any acquisition or disposition of a Loan shall be used to determine whether
and when such acquisition or disposition has occurred.


 


Section 1.05.            Reserved.


 


Section 1.06.            Benchmark
Notification . The interest rate on the Term Loan may be determined by reference to a benchmark
rate that is, or may in the future become, the subject of regulatory reform or cessation. The Administrative Agent does not warrant or
accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission
of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate, the Adjusted Term SOFR Rate or Term SOFR,
or any component definition thereof or rates referred to in the definition thereof or any alternative, successor or replacement rate thereto
(including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement
rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same
volume or liquidity as, the Base Rate, the Term SOFR Reference Rate, the Adjusted Term SOFR Rate or Term SOFR or any other Benchmark prior
to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative
Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, the Term SOFR
Reference Rate, Term SOFR, the Adjusted Term SOFR Rate, any alternative, successor or replacement rate (including any Benchmark Replacement)
or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information
sources or services in its reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR, the Adjusted Term
SOFR Rate or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any
Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential
damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation
of any such rate (or component thereof) provided by any such information source or service. In connection with the use or administration
of Term SOFR, the Administrative Agent will have the right, in consultation with the Borrower, to make Conforming Changes from time to
time and, notwithstanding anything to the contrary herein or in any other Facility Document, any amendments implementing such Conforming
Changes will become effective without any further action or consent of any other party to this Agreement or any other Facility Document.
The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection
with the use or administration of Term SOFR.


 









    -52- 


     


    

 


Article II


 


The Term
Loan


 


Section 2.01.            Term
Credit Facility. On the terms and subject to the conditions hereinafter set forth, including
Article III, each Lender severally agrees to make a loan in Dollars to the Borrower (the “Term Loan”) on
the Closing Date, in each case in an aggregate principal amount equal to such Lender’s Commitment and, as to all Lenders, in an
aggregate principal amount equal to the Facility Amount. Such borrowing of the Term Loan is referred to herein as the “Borrowing”.
Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow the Term Loan under this Section 2.01
and prepay the Term Loan under Section 2.05.


 


Section 2.02.            Making
of the Term Loan. (a) The Borrower, or the Collateral Manager on its behalf, shall give
the Administrative Agent and the Collateral Agent (i) a written notice (each, a “Notice of Borrowing”) for such
Borrowing (which notice shall be irrevocable and effective upon receipt), (ii) a list of Collateral Loans being purchased from the
BDC pursuant to the Purchase and Contribution Agreement on the Closing Date, and (iii) completed forms of “Compliance Certificate,”
 “Compliance Calculation Sheet” and a calculation of the “Excess Concentration Amounts” as set forth in the forms
of Monthly Report (Schedule 2 to this Agreement) as of the Closing Date, in each case not later than 12:00 noon on the Business
Day prior to the day of the Closing Date. A Notice of Borrowing received after 3:00 p.m. shall be deemed received on the following
Business Day.


 


Promptly following receipt
of a Notice of Borrowing in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details
thereof and of the amounts of such Lender’s Term Loan to be made as part of the requested Borrowing. The Notice of Borrowing shall
be substantially in the form of Exhibit A, dated the date the request for the related Borrowing is being made, signed by a
Responsible Officer of the Borrower or the Collateral Manager, as applicable, and shall otherwise be appropriately completed.


 






    -53- 


     


    

 


(b)            Each
Lender shall, not later than 1:00 p.m. on each Borrowing Date, make its Percentage of the Term Loan on
the Closing Date by wire transfer of immediately available funds to the Collateral
Agent Account.


 


Section 2.03.            Evidence
of Indebtedness. (a) Maintenance of Records by Lender. 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
Term Loan 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 Term Loan in accordance with the terms of this Agreement.


 


(b)            Maintenance
of Records by Administrative Agent. The Administrative Agent shall maintain records in
which it shall record (i) the amount of the Term Loan made hereunder, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof.


 


(c)            Effect
of Entries. The entries made in the records maintained pursuant to paragraph (a) or (b) of this Section shall be prima
facie evidence, absent obvious error, of the existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such records or any error therein shall not in any manner affect the obligation
of the Borrower to repay the Term Loan in accordance with the terms of this Agreement.


 


Section 2.04.            Payment
of Principal and Interest. The Borrower shall pay principal and Interest on the Term Loan as
follows:


 


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


 


(b)            Interest
shall accrue on the unpaid principal amount of the Term Loan at the applicable Interest Rate from the date of the Term Loan until such
principal amount is paid in full. The Administrative Agent shall determine the unpaid Interest payable thereto prior to each Payment Date
(using the applicable Interest Rate for each day during the related Interest Accrual Period) to be paid by the Borrower with respect to
the Term Loan on each Payment Date for the related Interest Accrual Period and shall advise the Collateral Manager and the Collateral
Administrator thereof on the sixth Business Day prior to such Payment Date. The Administrative Agent shall send a consolidated invoice
of all such Interest to the Borrower on the Business Day following the Administrative Agent’s receipt of all such information from
the Lenders.


 


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


 






    -54- 


     


    

 


(d)            Subject
in all cases to Section 2.04(f), 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 Term Loan and accrued interest thereon, shall be absolute, unconditional and
irrevocable, and shall be paid strictly in accordance with the terms hereof (including Section 2.14), under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any other Person may have or have had against
any Secured Party or any other Person.


 


(e)            As
a condition to the payment of principal of and Interest on the Term Loan without the imposition of withholding tax, the Borrower or either
Agent may require certification acceptable to it to enable the Borrower and the Agents to determine their duties and liabilities with
respect to any taxes or other charges that they may be required to deduct or withhold from payments in respect of the Term Loan under
any present or future law or regulation of the United States and any other applicable jurisdiction, or any present or future law or regulation
of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such
law or regulation.


 


(f)            Notwithstanding
any other provision of this Agreement, the obligations of the Borrower under this Agreement are limited recourse obligations of the Borrower
payable solely from the Collateral and, following realization of the Collateral, and application of the proceeds thereof in accordance
with the Priority of Payments and, subject to Section 2.12, all obligations of and any claims against the Borrower hereunder
or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against
any officer, director, employee, shareholder, Affiliate, member, manager, agent, partner, principal or incorporator of the Borrower or
their respective successors or assigns for any amounts payable under this Agreement. It is understood that the foregoing provisions of
this clause (f) shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security,
instrument or agreement which is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or
obligation evidenced by this Agreement until such Collateral has been realized. It is further understood that the foregoing provisions
of this clause (f) 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.


 






    -55- 


     


    

 


(g)            Subject
to Section 2.18, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest
error) that the Adjusted Term SOFR Rate cannot be determined pursuant to the definition thereof, on or prior to the first day of any Interest
Accrual Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative
Agent to the Borrower, any obligation of the Lenders to continue the Term Loan bearing interest at a rate based upon the Adjusted Term
SOFR Rate shall be suspended (to the extent of the affected Interest Accrual Periods) until the Administrative Agent revokes such notice.


 


Section 2.05.            Prepayment
of the Term Loan. (a) Optional
Prepayments. The Borrower may, from time to time on any Business Day, voluntarily prepay the Term Loan in whole or in part, without
penalty or premium; provided that the Borrower shall have delivered to the Collateral Agent and the Administrative Agent
written notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit B not
later than 3:00 p.m. at least one (1) Business Day prior to the day of such 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. Further, each such Notice of Prepayment shall specify the Borrowing(s) for which
such prepayment shall be applied to. Each prepayment of the Term Loan by the Borrower pursuant to this Section 2.05(a) shall
in each case be in a principal amount of at least $500,000 or, if less, the entire outstanding principal amount of the Term Loan of the
Borrower. 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. The Borrower shall
make the payment amount specified in such notice by wire transfer of immediately
available funds by 2:00 p.m. to the Agent’s Account. The Administrative Agent promptly will make such payment amount specified
in such notice available to each Lender in the amount of each Lender’s Percentage
of the payment amount by wire transfer to such Lender’s account.
Any funds for purposes of a voluntary prepayment received by the Administrative Agent after 2:00 p.m. shall be deemed received on
the next Business Day.


 


(b)            Mandatory
Prepayments. The Borrower shall prepay (i) the Term Loan on each Payment Date in the manner and to the extent provided in the
Priority of Payments and (ii) if the Minimum Obligor Amortization Test is not satisfied as of any day, the outstanding Term Loan
not later than the earliest of (x) the next Payment Date in accordance with the Priority of Payments and (y) 30 days following
such Determination Date. The Borrower shall provide, in each Monthly Report, notice of the aggregate amount of the Term Loan that is to
be prepaid on the related Payment Date in accordance with the Priority of Payments.


 


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


 


(d)            Interest
on Prepaid Term Loan. If requested by the Administrative Agent, the Borrower shall pay all accrued and unpaid Interest on the Term
Loan prepaid on the date of such prepayment.


 






    -56- 


     


    

 


Section 2.06.            Reserved.


 


Section 2.07.            Maximum
Lawful Rate. It is the intention of the parties hereto that the interest on the Term Loan shall
not exceed the maximum rate permissible under Applicable Law. Accordingly, anything herein 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 Term Loan) and then to the reduction of the outstanding principal amount of the Term Loan of the Borrower.


 


Section 2.08.            Several
Obligations. The failure of any Lender to make the Term Loan to be made by it on the Closing
Date shall not relieve any other Lender of its obligation to make its Term Loan on such date, neither Agent shall be responsible for the
failure of any Lender to make the Term Loan, and no Lender shall be responsible for the failure of any other Lender to make the Term Loan
to be made by such other Lender.


 


Section 2.09.            Increased
Costs. (a)            Except with
respect to taxes, which shall be governed exclusively by Section 16.03, if, due to either (i) the introduction of or
any change in or in the interpretation, application or implementation of any Applicable Law or GAAP or other applicable accounting policy
after the Closing Date, or (ii) the compliance with any guideline or change in the interpretation, application or implementation
of any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) after the Closing
Date (a “Regulatory Change”), there shall be any increase in the cost to any Affected Person of agreeing to make or
making, funding or maintaining the Term Loan to the Borrower, then the Borrower shall from time to time in accordance with the Priority
of Payments, on the Payment Date occurring at least 5 Business Days following such Affected Person’s demand, pay in accordance with
the Priority of Payments such Affected Person such additional amounts as may be sufficient to compensate such Affected Person for such
increased cost. A certificate setting forth in reasonable detail the amount of such increased cost, submitted to the Borrower by an Affected
Person (with a copy to the Agents), shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything
herein to the contrary, each of (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all rules and regulations
promulgated thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by the
Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States
or foreign regulatory authorities, in each case pursuant to Basel III shall be deemed to have been introduced after the Closing Date,
thereby constituting a Regulatory Change hereunder with respect to the Affected Person as of the Closing Date, regardless of the date
enacted, adopted or issued.


 






    -57- 


     


    

 


(b)            If
an Affected Person determines that compliance with any Applicable Law, request from any central bank or other Governmental Authority charged
with the interpretation or administration thereof (whether or not having the force of law) or any Regulatory Change, in each case, introduced
or made after the Closing Date (i) affects the amount of capital or liquidity required to be maintained by such Affected Person and
that the amount of such capital or liquidity is increased by or based upon the existence of such Affected Person’s Commitment under
this Agreement or upon such Affected Person’s making, funding or maintaining the Term Loan or (ii) reduces the rate of return
of an Affected Person to a level below that which such Affected Person could have achieved but for such compliance (taking into consideration
such Affected Person’s policies with respect to capital adequacy and liquidity), then the Borrower shall from time to time (and,
to the extent the funds available for payment thereof by the Borrower are insufficient to pay such amounts in full on the applicable Payment
Date, the Collateral Manager, on behalf of the Borrower, shall be obligated to pay such amounts in accordance with the Priority of Payments),
on the Payment Date occurring at least 5 Business Days following such Affected Person’s demand, pay in accordance with the Priority
of Payments such additional amounts which are sufficient to compensate such Affected Person for such increase in capital or liquidity
or reduced return. If any Affected Person becomes entitled to claim any additional amounts pursuant to this Section 2.09(b),
it shall notify, within a commercially reasonable time, the Borrower (with a copy to the Agents) of the event by reason of which it has
become so entitled. A certificate setting forth in reasonable detail such amounts submitted to the Borrower by an Affected Person shall
be conclusive and binding for all purposes, absent manifest error.


 


(c)            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 shall (at the request of the Borrower), use reasonable efforts
(subject to the customary practices of such Lender) to minimize any increased amounts payable by the Borrower which at first shall include,
but not be limited to, designating a different lending office for the funding or the booking of its Term Loan hereunder or
to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender,
such designation or assignment 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. The Borrower hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


Section 2.10.            Compensation;
Breakage Payments. The Borrower agrees to compensate each Affected Person from time to time,
on the Payment Dates, following such Affected Person’s written request (which request shall set forth the basis for requesting such
amounts), in accordance with the Priority of Payments for all reasonable losses, expenses and liabilities (including any interest paid
by such Affected Person to lenders of funds borrowed to make or carry the Term Loan that was computed by reference to the Term SOFR Reference
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 the Term Loan does not occur on the Borrowing
Date, (ii) if any payment or prepayment of the Term Loan is not made on any date specified in a Notice of Prepayment given by the
Borrower or (iii) as a consequence of any other default by the Borrower to repay the Term Loan when required by the terms of this
Agreement. 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.


 






    -58- 


     


    

 


Section 2.11.            Regulatory
Change; Capital Adequacy; Illegality . (a) If any Lender, the Administrative Agent or any
Affiliate of the foregoing (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost
on account of a Regulatory Change (including, without limitation, any change by way of imposition or increase of reserve requirements)
or other circumstances adversely affecting the availability of Term SOFR (i) that subjects any Affected Party to any charge or withholding
on or with respect to any Facility Document or an Affected Party’s obligations under a Facility Document, or on or with respect
to the Term Loan, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Facility Document
(except for changes in the rate of tax on the overall net income of an Affected Party or taxes indemnified by or excluded by Section 16.03)
or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement
against assets of, deposits with or for the account of an Affected Party, or credit extended by an Affected Party pursuant to a Facility
Document or (iii) that imposes any other condition the result of which is to increase the cost to an Affected Party of performing
its obligations under a Facility Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its
obligations under a Facility Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Facility
Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then,
not later than ten (10) days following demand by the applicable Lender, Borrower shall pay to the Administrative Agent, for payment
to the applicable Lender for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to
otherwise compensate such Affected Party for such increased cost or such reduction. For purposes hereof “Regulatory Change”
shall mean, with respect to any Affected Party, (A) the adoption, change, implementation, change in the phase-in or commencement
of effectiveness of after the date hereof of: (i) any United States Federal or state or foreign law, regulation, treaty or official
directive applicable to such Affected Party, (ii) regulation (including any applicable law, rule or regulation regarding capital
adequacy), interpretation, rule, directive, requirement or request (whether or not having the force of law) applicable to such Affected
Party of (1) any court or government authority charged with the interpretation or administration of any law referred to in clause
(A)(i) above, or (2) any rating agency, fiscal, monetary or other authority having jurisdiction over such Affected Party, or
(iii) GAAP or regulatory accounting principles applicable to such Affected Party and affecting the application to such Affected Party
of any law, regulation, interpretation, directive, requirement or request referred to in clauses (A)(i) or (A)(ii) above;
(B) any change in the application to such Affected Party of any existing law, regulation, interpretation, directive, requirement,
request or accounting principles referred to in clauses (A)(i), (A)(ii) or (A)(iii) above or any change
in the interpretation, application or administration thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency; or (C) the compliance, whether commenced prior to or after the date hereof,
by any Affected Party with the requirements of (i) the final rule titled “Risk-Based Capital Guidelines; Capital Adequacy
Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation
of Asset-Backed Commercial Paper Programs; and Other Related Issues”, adopted by the United States bank regulatory agencies on December 15,
2009, or any rules, regulations, guidance, interpretations or directives promulgated or issued in connection therewith by such agency
(whether or not having force of law), (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act adopted by Congress on July 21,
2010, or any existing or future rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies
relating thereto (whether or not having the force of law), (iii) the July 1988 paper or the June 2006 paper prepared by
the Basel Committee on Banking Supervision as set out in the publication entitled: “International Convergence of Capital Measurements
and Capital Standards: a Revised Framework”, as updated from time to time, or any rules, regulations, guidance, interpretations
or directives promulgated or issued in connection therewith by the United States bank regulatory agencies (whether or not having force
of law) and (iv) any guideline or request from any central bank or other governmental agency or authority (whether or not having
the force of law).


 






    -59- 


     


    

 


(b)            If
as a result of any event or circumstance similar to those described in clause (a) of this Section 2.11, an Affected Party
is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support
or financing to such Affected Party in connection with this Agreement or the funding or maintenance of the Term Loan hereunder, then within
ten (10) days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts
as may be necessary to reimburse such Affected Party for any such amounts paid by it.


 


(c)            Failure
or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.11 shall not constitute a waiver
of such Affected Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate
an Affected Party pursuant to this Section for any increased costs incurred or reductions suffered more than nine (9) months
prior to the date that such Affected Party notifies the Borrower of the event or circumstance similar to those described in clause (a) of
this Section 2.11 giving rise to such increased costs or reductions and of such Affected Party’s intention to claim
compensation therefor; provided, further, that if the Regulatory Change giving rise to such increased costs or reductions
is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof.


 


(d)            In
determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any
Affected Party making a claim under this section shall submit to the Borrower a certificate as to such additional or increased cost or
reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent manifest error. For
the avoidance of doubt, no amounts payable under this Section 2.11 shall be in duplication of amounts received under Section 2.09.


 


Section 2.12.            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 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.


 






    -60- 


     


    

 


Section 2.13.            Past
Due Interest. The Borrower shall pay interest on all Obligations other than amounts due under
Section 16.04(a) and other Administrative Expenses that are not paid when due for the period from the due date thereof
until the date the same is paid in full at the Past Due Rate. Interest payable at the Past Due Rate shall be payable on each Payment Date
in accordance with the Priority of Payments.


 


Section 2.14.            Payments
Generally. (a) All amounts owing and payable to any Secured Party, any Affected Person or
any Indemnified Party, in respect of the Term Loan and other Obligations, including the principal thereof, interest, fees, indemnities,
expenses or other amounts payable under this Agreement, shall be paid by the Borrower to the Administrative Agent for account of the applicable
recipient in Dollars, in immediately available funds, in accordance with the Priority of Payments, and all without counterclaim, setoff,
deduction, defense, abatement, suspension or deferment. The Administrative Agent and each Lender shall provide wire instructions to the
Borrower, the Administrative Agent and the Collateral Agent. Payments must be received by the Administrative Agent for account of the
Lenders on or prior to 3:00 p.m. on a Business Day; provided that, payments received by the Administrative Agent after
3:00 p.m. on a Business Day will be deemed to have been paid on the next following Business Day.


 


(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 the Term Loan, the date of the making of the Term Loan
shall be included and the date of payment shall be excluded; provided that, if the Term Loan is repaid on the same day on
which it is made, one day’s Interest shall be paid on the Term Loan. All computations made by a Lender, the Collateral Agent or
the Administrative Agent under this Agreement shall be conclusive absent manifest error.


 


Section 2.15.            Increase
in Facility Amount. The Borrower may, on any Business Day prior to the Initial Period Termination
Date, request an increase in the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F
(each, a “Facility Amount Increase Request”) to the Administrative Agent (with a copy to the Collateral Agent) or in
such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such
increase (the “Facility Amount Increase”) identifying an additional Lender (or additional Commitments for existing
Lender(s) which have consented to such increase), and the amount of its Commitment (or additional amount of its Commitment(s)); provided,
however, that (i) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $5,000,000,
(ii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the
Facility Amount Increase, (iii) all representations and warranties contained in Article IV hereof (as the same may be
amended from time to time) shall be true and correct in all material respects (except for representations and warranties already qualified
by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such
Facility Amount Increase, (iv) unless such increase is increasing the Commitment of, and with the written consent of, an existing
Lender, (v) the Administrative Agent shall have provided its written consent to such increase (which consent shall be in its sole
discretion) and (vi) the Administrative Agent shall have received such legal opinions and other documents reasonably requested by
the Administrative Agent in connection therewith. The effective date of the Facility Amount Increase shall be agreed upon by the Borrower
and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make
an additional Term Loan in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage
of the Term Loan. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent relating to any Facility Amount
Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Term Loan and no Lender’s
Term Loan shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline
to increase its Term Loan. For the avoidance of doubt, each Term Loan made under a Facility Amount Increase shall be subject to the same
terms (including pricing) as the Term Loan previously made on the then-existing Facility Amount.


 






    -61- 


     


    

 


Section 2.16.            Reserved.


 


Section 2.17.            Reserved.


 


Section 2.18.            Effect
of a Benchmark Transition Event .


 


(a)            Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document, upon the occurrence of a Benchmark
Transition Event, this Agreement may be amended to replace the Term SOFR Reference Rate or the then-current Benchmark with a Benchmark
Replacement by a written document executed by the Borrower, the Required Lenders and the Administrative Agent, subject to the requirements
of this Section 2.18. No replacement of the Adjusted Term SOFR Rate with a Benchmark Replacement pursuant to this Section 2.18
will occur prior to the applicable Benchmark Transition Start Date.


 


(b)            Benchmark
Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement,
the Administrative Agent will have the right, in consultation with the Borrower, to make Conforming Changes from time to time and, notwithstanding
anything to the contrary herein or in any other Facility Document, any amendments implementing such Conforming Changes will become effective
without any further action or consent of any other party to this Agreement or any other Facility Document.


 


(c)            Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing
of the implementation of any Benchmark Replacement and the effectiveness of any Conforming Changes. Any determination, decision or election
that may be made by the Administrative Agent or Lenders pursuant to this Section 2.18, including, without limitation, any
determination with respect to a tenor, rate or adjustment, or implementation of any Conforming Changes, or of the occurrence or non-occurrence
of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding on all parties
hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except,
in each case, as expressly required pursuant to this Section 2.18 and shall not be a basis of any claim of liability of any
kind or nature by any party hereto, all such claims being hereby waived individually by each party hereto.


 






    -62- 


     


    

 


(d)            Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Document, at any time (including in
connection with the implementation of a Benchmark Replacement), (i) if any then-current Benchmark is a term rate (including the Term
SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the administrator of such
Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information
announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International
Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent may modify the definition
of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to
remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to
clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark
Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance
with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark
(including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Accrual Period”
(or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.


 


Article III


 


Conditions
Precedent


 


Section 3.01.            Conditions
Precedent to Term Loan. The obligation of each Lender to make the Term Loan 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:


 


(a)            the
Administrative Agent shall have received a Notice of Borrowing, a list of Collateral Loans being purchased from the BDC pursuant to the
Purchase and Contribution Agreement on the Closing Date, and completed forms of “Compliance Certificate,” “Compliance
Calculation Sheet” and a calculation of the “Excess Concentration Amounts” as set forth in the forms of Monthly Report
(Schedule 2 to this Agreement) as of the Closing Date, with respect to the Term Loan delivered in accordance with Section 2.02;


 






    -63- 


     


    

 


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


 


(c)            true
and complete copies of the Constituent Documents of the Borrower and the Collateral Manager as in effect on the Funding Effective Date;


 


(d)            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;


 


(e)            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 Agreement and the other Facility Documents to which it is a party
and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which
it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties
expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects
as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and
specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;


 


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


 


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


 






    -64- 


     


    

 


(h)            UCC
financing statements, under the UCC in all jurisdictions that the Administrative Agent deems necessary or desirable in order to perfect
the interests in the Collateral contemplated by this Agreement;


 


(i)            copies
of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously
granted by the Borrower or any transferor;


 


(j)            legal
opinions (addressed to the Administrative Agent, the Collateral Agent and the Lenders) of Winston & Strawn LLP, counsel to the
Borrower and the Collateral Manager and Nixon Peabody LLP, counsel to the Collateral Agent, the Collateral Administrator, and the Document
Custodian covering such matters as the Administrative Agent and its counsel shall reasonably request including security interest, corporate,
and true sale and non-consolidation matters;


 


(k)            evidence
reasonably satisfactory to it that all of the Covered Accounts shall have been established; and the Account Control Agreement shall have
been executed and delivered by the Borrower, the Collateral Administrator, the Collateral Agent and the Intermediary, and shall be in
full force and effect;


 


(l)            evidence
that (x) all fees due and owing to the Administrative Agent, each Lender and U.S. Bank Trust Company, National Association and U.S.
Bank National Association in their respective capacities hereunder, on or prior to the Closing Date have been received or will be contemporaneous
with closing; and (y) the reasonable and documented accrued fees and expenses of Chapman and Cutler LLP, counsel to the Administrative
Agent, and Nixon Peabody LLP, counsel to U.S. Bank Trust Company, National Association, in its respective capacities hereunder, in connection
with the transactions contemplated hereby (to the extent invoiced prior to the Closing Date and required to be paid by the Borrower hereunder),
shall have been paid by the Borrower or will be contemporaneous with closing;


 


(m)            unaudited
consolidated financial statements of the Collateral Manager for the fiscal quarter ended September 30, 2022;


 


(n)            Delivery
of any Collateral (including any promissory note, executed assignment agreements and word or pdf copies of the principal credit agreement
for each initial Collateral Loan, to the extent received by the Borrower) to the extent required in accordance with the provisions of
Article XIV shall have been effected;


 






    -65- 


     


    

 


(o)            a
certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, to the effect that, in the case of each item of Collateral
pledged to the Collateral Agent, on the Closing Date and immediately prior to the delivery thereof on the Closing Date:


 


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


 


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


 


(iii)            the
Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned,
pledged or otherwise encumbered, it has been released) other than interests granted or expressly permitted pursuant to this Agreement;


 


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


 


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


 


(p)            all
documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know
your customer” and anti-money laundering rules and regulations, including the Patriot Act; and the Administrative Agent shall
have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower, the Collateral Manager and
the BDC;


 


(q)            a
closing certificate from the Borrower substantially in the form set forth on Exhibit H hereto;


 


(r)            such
other opinions, instruments, certificates and documents from the Borrower, the Collateral Manager and the BDC as the Agents, the Document
Custodian, the Collateral Administrator or any Lender shall have reasonably requested;


 


(s)            [reserved];
and


 






    -66- 


     


    

 


(t)            an
executed Certificate of Beneficial Ownership and all documentation and other information requested by any such Lender required by bank
regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including
the Patriot Act.


 


Article IV


 


Representations
and Warranties


 


Section 4.01.            Representations
and Warranties of the Borrower. The Borrower represents and warrants to each of the Secured Parties
on and as of each Measurement Date (and, in respect of clause (i) below, each date such information is provided by or
on behalf of it), as follows:


 


(a)            Due
Organization. The Borrower 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.


 


(b)            Due
Qualification and Good Standing. The Borrower is in good standing in the State of Delaware. 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 could not reasonably be expected
to have a Material Adverse Effect.


 


(c)            Due
Authorization; Execution and Delivery; Legal, Valid and Binding; Enforceability. The execution and delivery by 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 (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors’ rights generally, (ii) general principles of equity, regardless of whether considered in a proceeding
in equity or at law or (iii) implied covenants of good faith and fair dealing.


 


(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 material 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, or but for any
requirement of the giving of notice or the passage of time (or both) would constitute such a conflict with, breach or violation of, or
default under, or permit any such acceleration 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, contravention, breaches, violations or defaults could not reasonably be expected
to have a Material Adverse Effect.


 






    -67- 


     


    

 


(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 could not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary
for the execution and delivery by it of the Facility Documents to which it is a party, the 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,
the other Facility Documents, 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 in all material respects with all Applicable Laws relating
to the conduct of its business and its assets. The Borrower has preserved and kept in full force and effect its rights, privileges, qualifications
and franchises, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. Without limiting
the foregoing, (x) to the extent applicable, the Borrower is in compliance in all material respects with the regulations and rules promulgated
by the U.S. Department of Treasury and/or administered by the U.S. Office of Foreign Asset Controls (“OFAC”), including
U.S. Executive Order No. 13224, and other related statutes, laws and regulations (collectively, the “Subject Laws”),
(y) the Borrower has adopted internal controls and procedures designed to ensure its continued compliance in all material respects
with the applicable provisions of the Subject Laws and to the extent applicable, will adopt procedures consistent in all material respects
with the PATRIOT Act and implementing regulations, and (z) to the knowledge of the Borrower (based on the implementation of its internal
procedures and controls), no investor in the Borrower is a Person whose name appears on the “List of Specially Designated Nationals”
and “Blocked Persons” maintained by the OFAC.


 






    -68- 


     


    

 


(g)            Location.
The Borrower’s chief place of business and its chief executive office are located in the State of Illinois. The Borrower’s
registered office and the jurisdiction of organization of the Borrower is the jurisdiction referred to in Section 4.01(a).


 


(h)            Investment
Company Act. Assuming compliance by each of the Lenders and any participant with Section 16.06(e), neither the Borrower
nor the pool of Collateral is required to register as an “investment company” under the Investment Company Act. The transactions
contemplated by this Agreement and the other Facility Documents do not result in the Administrative Agent, the Collateral Agent or the
Lenders holding an “ownership interest” in a “covered fund” for purposes of the Volcker Rule.


 


(i)            Information
and Reports. The Notice of Borrowing, each Monthly Report and all other written information, reports, certificates and statements
(other than projections and forward-looking 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 are (when taken
as a whole) true and correct in all material respects and does not omit to state a material fact necessary to make the statements contained
therein not misleading as of the date such information is stated or certified. All projections and forward-looking statements furnished
by or on behalf of the Borrower were prepared in good faith based upon assumptions believed to be reasonable at the time they were provided.


 


(j)            ERISA.
Neither the Borrower nor any member of the ERISA Group has, or during the past five years had, any liability or obligation with respect
to any Plan or Multiemployer Plan.


 


(k)            Taxes.
The Borrower has filed all income tax returns and all other material tax returns which are required to be filed by it, if any, and has
paid all 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.


 


(l)            Tax
Status. For U.S. federal income tax purposes the Borrower is (i) disregarded as an entity separate from its owner and (ii) has
not made an election under U.S. Treasury Regulation Section 301.7701-3 and is not otherwise treated as an association taxable as
a corporation.


 


(m)            Collections.
The Borrower (or the Collateral Manager on behalf of the Borrower) has instructed all Obligors or related administrative and paying agents
under the Related Documents (or with respect to any Closing Date Particiption Interest for which the Elevation Date has not yet occurred,
MC Income Plus Financing SPV LLC) to remit all Collections directly to the Collection Account.


 






    -69- 


     


    

 



 


(n)            Plan
Assets. The assets of the Borrower are not treated as “plan assets” for purposes of 29 C.F.R. Section 2510.03-101
and Section 3(42) of ERISA (the “Plan Asset Rule”) and the Collateral is not deemed to be “plan assets”
for purposes of the Plan Asset Rule. The Borrower has not taken, or omitted to take, any action which would result in any of the Collateral
being treated as “plan assets” for purposes of the Plan Asset Rule or, assuming that the assets of the Lenders, the Administrative
Agent and the Collateral Agent are not deemed to be “plan assets” for the purposes of the Plan Asset Rule, the occurrence
of any Prohibited Transaction in connection with the transactions contemplated hereunder.


 


(o)            Solvency.
After giving effect to the Term Loan hereunder, and the disbursement of the proceeds of the Term Loan, the Borrower is and will be Solvent.


 


(p)            Representations
Relating to the Collateral. The Borrower hereby represents and warrants that:


 


(i)             it
owns and has legal and beneficial title to all Collateral Loans (or, in the case of a Closing Date Participation Interest for which the
Elevation Date has not yet occurred, it is the sole beneficial owner thereof) and other Collateral free and clear of any Lien, claim or
encumbrance of any Person, other than Permitted Liens;


 


(ii)            other
than Permitted Liens, 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 relating to the security interest granted to the Collateral Agent hereunder or
that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the Borrower or any of
its assets;


 


(iii)           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);


 


(iv)            all
Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC;


 


(v)            this
Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (vii) and
execution of the Account Control Agreement, 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,
claims and encumbrances (other than Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower;


 






    -70- 


     


    

 


(vi)            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;


 


(vii)          with
respect to the Collateral that constitutes accounts or general intangibles (as defined in Section 9-102(a)(42) of the UCC), 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). Such filing of a financing statement is sufficient to perfect such security interest under applicable law (to the
extent a security interest may be perfected under the UCC solely by filing of a financing statement); and


 


(viii)         with
respect to Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the applicable
Covered Account.


 


(q)            Eligibility.
Each Collateral Loan included in a Monthly Report required to be delivered by it under this Agreement as an Eligible Loan was, in fact,
an Eligible Loan and not an Ineligible Loan at such time, unless identified as an Ineligible Loan on such Monthly Report.


 


(r)            Anti-Corruption
Laws and Sanctions. The Borrower and its directors, officers, managers and, to its knowledge, its agents, are in compliance with Anti-Corruption
Laws and applicable Sanctions. None of (a) the Borrower or its directors, officers or managers, or (b) to its knowledge, any
of its agents that will act in any capacity in connection with or benefit from the credit facilities established hereby, is a Sanctioned
Person. No Borrowing, use of proceeds thereof or other transactions hereunder will violate Anti-Corruption Laws or applicable Sanctions.


 


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


 


(t)            Certificate
of Beneficial Ownership. The Certificate of Beneficial Ownership executed and delivered to the Administrative Agent, the Collateral
Agent and Lenders on or prior to the Closing Date, as updated from time to time in accordance with this Agreement, is accurate, complete
and correct as of the Closing Date and as of the date any such update is delivered.


 






    -71- 


     


    

 


Section 4.02.            Representations
and Warranties of the Collateral Manager. The Collateral Manager (and the Borrower, where so
indicated) represents and warrants to each of the Secured Parties on and as of each Measurement Date (and in respect of clause (i) below,
each date such information is provided by or on behalf of it), as follows:


 


(a)            Due
Organization. The Collateral Manager is a corporation 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.


 


(b)            Due
Qualification and Good Standing. The Collateral Manager is in good standing in the State of Maryland. The Collateral Manager 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 to which it is a party, requires such qualification, except where the failure to be so qualified
or in good standing could not reasonably be expected to have a Material Adverse Effect.


 


(c)            Due
Authorization; Execution and Delivery; Legal, Valid and Binding; Enforceability. The execution and delivery by the Collateral Manager
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 (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors’ rights generally (ii) general principles of equity, regardless of whether considered in a proceeding
in equity or at law or (iii) implied covenants of good faith and fair dealing.


 


(d)            Non-Contravention.
None of the execution and delivery by the Collateral Manager 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, or but for any requirement of the giving of notice or the
passage of time (or both) would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration
of, 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,
contravention, breaches, violations or defaults could not reasonably be expected to have a Material Adverse Effect.


 






    -72- 


     


    

 


(e)            Governmental
Authorizations; Private Authorizations; Governmental Filings. The Collateral Manager 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 could 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 the Collateral
Manager of its obligations under this Agreement, the other Facility Documents, 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. The Collateral Manager has duly observed and complied in all material respects with all Applicable Laws,
including the Securities Act and the Investment Company Act, relating to the conduct of its business and its assets. The Collateral Manager
has preserved and kept in full force and effect its rights, privileges, qualifications and franchises, except where the failure to do
so could not reasonably be expected to result in a Material Adverse Effect. Without limiting the foregoing, (x) to the extent applicable,
the Collateral Manager is in compliance in all material respects with Subject Laws, (y) the Collateral Manager has adopted internal
controls and procedures designed to ensure its continued compliance in all material respects with the applicable provisions of the Subject
Laws and to the extent applicable, will adopt procedures consistent in all material respects with the PATRIOT Act and implementing regulations,
once such regulations have been finalized, and (z) to the knowledge of the Collateral Manager (based on the implementation of its
internal procedures and controls), no investor in the Collateral Manager is a Person whose name appears on the “List of Specially
Designated Nationals” and “Blocked Persons” maintained by the OFAC.


 


(g)            Location
of Records. The Collateral Manager’s chief place of business, its chief executive office and the office in which the Collateral
Manager maintains its books and records are located in the State of Illinois. The Collateral Manager’s registered office and the
jurisdiction of organization of the Collateral Manager is the jurisdiction referred to in Section 4.02(a).


 






    -73- 


     


    

 


(h)            Investment
Advisers Act. The Collateral Manager is a Registered Investment Adviser.


 


(i)            Information
and Reports. The Notice of Borrowing, each Monthly Report and all other written information, reports, certificates and statements
(other than projections and forward-looking 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 are (when taken as a whole)
true and correct in all material respects and does not omit to state a material fact necessary to make the statements contained therein
not misleading as of the date such information is stated or certified. All projections and forward-looking statements furnished by the
Collateral Manager were prepared in good faith based upon assumptions believed to be reasonable at the time they were provided.


 


(j)            ERISA.
Neither the Collateral Manager nor any member of the ERISA Group has, or during the past five years had, any liability or obligation with
respect to any Plan or Multiemployer Plan.


 


(k)            Taxes.
The Collateral Manager has filed all income tax returns and all other material tax returns which are required to be filed by it, if any,
and has paid all 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.


 


(l)            Eligibility.
Each Collateral Loan included in a Monthly Report required to be delivered by it under this Agreement as an Eligible Loan was, in fact,
an Eligible Loan and not an Ineligible Loan at such time, unless identified as an Ineligible Loan on such Monthly Report.


 


(m)          Anti-Corruption
Laws and Sanctions. The Collateral Manager and its subsidiaries and their respective directors, officers, managers and, to its knowledge,
its agents, are in compliance with Anti-Corruption Laws and applicable Sanctions. None of (a) the Collateral Manager, its subsidiaries
or their respective directors, officers or managers, or (b) to their respective knowledge, any of their agents that will act in any
capacity in connection with or benefit from the credit facilities established hereby, is a Sanctioned Person.


 






    -74- 


     


    

 


Article V


 


Covenants


 


Section 5.01.            Affirmative
Covenants of the Borrower. The Borrower covenants and agrees that, until the date that all Obligations
have been paid in full, other than contingent indemnification obligations as to which no claim giving rise thereto has been asserted:


 


(a)            Compliance
with Agreements, Laws, Etc. It shall (i) duly observe, 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 could not reasonably
be expected to result in a Material Adverse Effect, (iv) comply in all material respects with the terms and conditions of each Facility
Document, 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 to carry out its business
and the transactions contemplated to be performed by it under the Facility Documents, its Constituent Documents and the Related Documents
to which it is a party.


 


(b)            Enforcement.
(i)  It shall not take any action, and will use commercially reasonable efforts not to permit any action to be taken by others, that
would release any Person from any of such Person’s material covenants or obligations under any instrument included in the Collateral,
except in the case of (A) repayment of Collateral Loans, (B) subject to the terms of this Agreement, (i) amendments to
Related Documents that govern Defaulted Loans or Ineligible Loans, (ii) amendments to Collateral Loans in accordance with the Credit
and Collection Policies and the Collateral Management Standard, and (iii) 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 to the extent not
prohibited by this Agreement or as otherwise required hereby.


 


(ii)            Except
as provided for in this Agreement, it will not, without the prior written consent of the Administrative Agent and the Required Lenders,
contract with other Persons 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 punctually perform,
and use its commercially reasonable efforts to cause the Collateral Manager and such other Person to perform, all of their obligations
and agreements contained in this Agreement or any other Facility Document.


 






    -75- 


     


    

 


(c)            Further
Assurances. It shall promptly upon the reasonable request of the Administrative Agent, the Collateral Agent (acting at the direction
of the Administrative Agent) or the Required Lenders (through the Administrative Agent), at the Borrower’s expense, execute and
deliver such further instruments and take such further action in order to maintain and protect the Collateral Agent’s first-priority
perfected security interest in the Collateral pledged by the Borrower for the benefit of the Secured Parties free and clear of any Liens
(other than Permitted Liens). At the reasonable request of the Administrative Agent, the Collateral Agent (acting at the direction of
the Administrative Agent) or the Required Lenders (through the Administrative Agent), the Borrower shall promptly take, at the Borrower’s
expense, such further action in order to establish and protect the rights, interests and remedies created or intended to be created under
this Agreement in favor of the Secured Parties in the Collateral, including all actions which are necessary to (x) enable the Secured
Parties to enforce their rights and remedies under this Agreement and the other Facility Documents, and (y) effectuate the intent
and purpose of, and to carry out the terms of, the Facility Documents. Subject to Section 7.02, and without limiting its obligation
to maintain and protect the Collateral Agent’s first priority security interest in the Collateral, the Borrower authorizes the Collateral
Agent to file or record financing statements (including financing statements describing the Collateral as “all assets” or
the equivalent) and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices
and jurisdictions as are necessary to perfect the security interests of the Collateral Agent under this Agreement under each method of
perfection required herein with respect to the Collateral, provided, that the Collateral Agent does not hereby assume any obligation
of the Borrower to maintain and protect its security interest under this Section 5.01 or Section 7.07.


 


In addition, the
Borrower will take such reasonable action from time to time as shall be necessary to ensure that all assets (including all Covered Accounts,
but excluding all Excluded Amounts) of the Borrower constitute “Collateral” hereunder. Subject to the foregoing, the Borrower
will, and, upon the reasonable request of Administrative Agent, the Collateral Agent (acting at the direction of the Administrative Agent)
shall, at the Borrower’s expense, take such other action (including executing and delivering or authorizing for filing any required
UCC financing statements or any other filing required in the appropriate jurisdictions) as shall be necessary to create and perfect a
valid and enforceable first-priority security interest on all Collateral acquired by the Borrower as collateral security for the Obligations
and will in connection therewith deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents
as is consistent with those delivered by the Borrower pursuant to Section 3.01 on the Funding Effective Date or as the Administrative
Agent, the Collateral Agent (acting at the direction of the Administrative Agent) or the Required Lenders (through the Administrative
Agent) shall have reasonably requested.


 


(d)            Financial
Statements; Other Information. It shall provide to the Administrative Agent or cause to be provided to the Administrative Agent (with
enough additional copies for each Lender) with a copy to the Collateral Agent:


 


(i)            within
ninety days after the end of each fiscal year of the BDC, the BDC’s audited consolidated balance sheet and related line item
profit and loss statements (including (x) a consolidating schedule showing such statements for the Borrower and (y) the most
recent quarterly valuation statement for the BDC) as of the end of and for such year, setting forth in each case in comparative form the
figures for the previous fiscal year, all 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 BDC, and each of its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied;


 






    -76- 


     


    

 


(ii)            within
sixty days after the end of each of the first three fiscal quarters of each fiscal year of the BDC, each of its unaudited consolidated
balance sheet and related line item profit and loss statements (in the case of the BDC, including (x) a consolidating schedule showing
such statements for the Borrower and (y) the most recent quarterly valuation statement for the BDC) as of the end of and for such
fiscal quarter and the then elapsed portion of the fiscal year, in each case, to the extent produced, setting forth in each case in comparative
form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal
year, all certified by a Responsible Officer as presenting fairly in all material respects the financial condition and results of operations
of the BDC and each of 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)            [reserved];


 


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


 


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


 


(vi)            promptly
after the occurrence of any ERISA Event, notice of such ERISA Event and copies of any communications with all Governmental Authorities
or any Multiemployer Plan with respect to such ERISA Event;


 


(vii)          promptly
after the occurrence of any change in the Borrower’s taxpayer identification number, notice of such change on an IRS Form W-9;


 






    -77- 


     


    

 


(viii)        at
least two (2) Business Days prior to doing so, the Borrower shall provide notice of any change in its chief place of business, its
chief executive office or the office in which the Borrower maintains its books and records;


 


(ix)           on
each Monthly Reporting Date, a Compliance Certificate in the form attached hereto as Exhibit J calculating each Coverage Test
and the Minimum Equity Amount Test;


 


(x)            within
90 days after the last day of each fiscal year, a certificate in form and substance reasonably satisfactory to the Administrative Agent
calculating the total net revenue of the Collateral Manager; and


 


(xi)           as
soon as commercially practicable: (i) promptly upon request therefor by the Administrative Agent or any Lender, confirmation of the
accuracy of the information set forth in the most recent Certificate of Beneficial Ownership provided to the Administrative Agent and
Lenders; (ii) a new Certificate of Beneficial Ownership, in form and substance acceptable to the Administrative Agent and each Lender,
when the individual(s) to be identified as a Beneficial Owner have changed; and (iii) such other information and documentation
as may reasonably be requested by the Administrative Agent or any Lender from time to time for purposes of compliance by the Administrative
Agent or such Lender with Applicable Laws (including without limitation the Patriot Act and other “know your customer” and
anti-money laundering rules and regulations), and any policy or procedure implemented by the Administrative Agent or such Lender
to comply therewith.


  


(e)            Access
to Records and Documents. It shall permit the Administrative Agent and each Lender (or any Person designated by the Administrative
Agent or such Lender) to, upon reasonable advance notice (which, so long as no Event of Default shall have occurred and be continuing,
shall not be less than two Business Days) and during normal business hours, visit and inspect and make copies thereof at reasonable intervals
(i) of 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 all as often as the Administrative Agent or the Lenders may
reasonably request; provided that so long as no Event of Default has occurred and is continuing, each Person entitled to
so visit and inspect the Borrower’s records under this clause (e) may only exercise its rights under this clause (e) twice
during any fiscal year of the Borrower (it being understood that the Borrower shall be responsible for all costs and expenses for only
one such visit per fiscal year absent the occurrence and continuance of an Event of Default). The Administrative Agent and each Lender
agrees to use commercially reasonable efforts to coordinate with each other Lender in exercising their respective rights under this paragraph
(e) and under Section 5.03(d) below with a view to minimizing duplication of effort and expense by the Borrower.


 






    -78- 


     


    

 


(f)            Use
of Proceeds. It shall use the proceeds of the Term Loan made hereunder solely to fund or pay the purchase price of Loans (other than
Ineligible Loans) or Eligible Investments acquired by the Borrower in accordance with the terms and conditions set forth herein or for
general corporate purposes (including for the avoidance of doubt to make Restricted Payments to its members in respect of their membership
interests in the Borrower).


 


Without limiting the foregoing,
it shall use the proceeds of the Term Loan 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.


 


(g)            Audit
Rights. It will permit the Administrative Agent and any Lender (or any representatives thereof (including any consultants, accountants,
lawyers and appraisers)) to conduct evaluations and appraisals of the Borrower’s assets at least once and no more than twice during
any fiscal year of the Borrower. The Borrower shall pay the reasonable and documented fees and expenses of any representatives retained
by the Administrative Agent or any Lender to conduct any such evaluation or appraisal; provided that (i) the Borrower
shall not be required to pay such fees and expenses for more than one such evaluation or appraisal during any calendar year unless an
Event of Default has occurred and is continuing and (ii) such evaluation or appraisal shall not be duplicative of any audit under
Section 5.03(e). Each Lender agrees to use commercially reasonable efforts to coordinate with the other Lenders in exercising
their respective rights under this paragraph (g) and under Section 5.03(e) with a view to minimizing duplication
of effort and expense by the Borrower.


 


(h)           Opinions
as to Collateral. On or before each five (5) year anniversary of the Closing Date until the Final Maturity Date, the Borrower
shall furnish to the Agents an opinion of counsel, addressed to the Borrower, the Lenders and the Agents, relating to the continued perfection
of the security interest granted by the Borrower to the Collateral Agent hereunder.


 


(i)            No
Other Business. The Borrower shall not engage in any business or activity other than borrowing the Term Loan pursuant to this Agreement,
originating, funding, acquiring, owning, holding, administering, selling, enforcing, lending, exchanging, redeeming, pledging, contracting
for the management of and otherwise dealing with Loans, Eligible Investments and the other Collateral in connection therewith and entering
into and performing its obligations under the Facility Documents, any applicable Related Documents and any other agreements contemplated
by this Agreement, and shall not engage in any activity or take any other action that would cause the Borrower to be subject to U.S. Federal
or material state or local income tax on a net income basis.


 






    -79- 


     


    

 


(j)            Tax
Matters. The Borrower shall (and each Lender hereby agrees to) treat the Term Loan as debt for U.S. federal income tax purposes and
will take no contrary position, except to the extent required by law. Assuming that such treatment is correct, the Borrower shall at all
times maintain its status as an entity disregarded as an entity separate from its owner for U.S. federal income tax purposes. The Borrower
shall at all times ensure that its owner is and will remain a United States person as defined by Section 7701(a)(30) of the Code.
Notwithstanding any contrary agreement or understanding, the Collateral Manager, the Borrower, the Agents and the Lenders (and each of
their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the
tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or
other tax analyses) that are provided to them relating to such tax treatment and tax structure. The foregoing provision shall apply from
the beginning of discussions between the parties. For this purpose, the tax treatment of a transaction is the purported or claimed U.S.
tax treatment of the transaction under applicable U.S. federal, state or local law, and the tax structure of a transaction is any fact
that may be relevant to understanding the purported or claimed U.S. tax treatment of the transaction under applicable U.S. federal, state
or local law.


 


(k)           Collections.
The Borrower (or the Collateral Manager on behalf of the Borrower) shall direct all Obligors or related administrative and paying agents
under the Related Documents (or with respect to any Closing Date Participation Interest for which the Elevation Date has not yet occurred,
MC Income Plus Financing SPV LLC) to remit all Collections directly to the Collection Account.


 


(l)            Priority
of Payments. The Borrower shall direct the Collateral Agent to apply all Interest Proceeds and Principal Proceeds solely in accordance
with the provisions of this Agreement.


 


(m)          Information
and Reports. The Notice of Borrowing, each Monthly 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; provided that solely with respect to information furnished by the Borrower which
was provided to the Borrower from an Obligor with respect to a Collateral Loan, such information shall only need to be true, complete
and correct in all material respects to the actual knowledge of the Borrower.


 


(n)           Compliance
with Legal Opinions. The Borrower shall take all other actions necessary to maintain the accuracy of the factual assumptions set forth
in the legal opinions of Winston & Strawn LLP, as counsel to the Borrower, issued in connection with the Purchase and Contribution
Agreement and relating to the issues of substantive consolidation and true sale of certain Loans.


 






    -80- 


     


    

 


Section 5.02.            Negative
Covenants of the Borrower. The Borrower covenants and agrees that until the date that all Obligations
have been paid in full, other than contingent indemnification obligations as to which no claim giving rise thereto has been asserted:


 


(a)            Restrictive
Agreements. It shall not enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes any condition
upon its ability to create, incur, assume or suffer to exist any Lien 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, other Facility Documents
and Permitted Liens.


 


(b)            Liquidation;
Merger; Sale of Collateral. It shall not consummate any plan of division, plan of liquidation, dissolution, partial liquidation, merger
or consolidation (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of
any of its assets, 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 Section 10.01 of this Agreement (including in connection with the repayment
in full of the Obligations) or with the prior written consent of the Required Lenders.


 


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


 


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


 


(e)            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.


 


(f)            Margin
Requirements. 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 the Term Loan, whether directly or indirectly,
and whether immediately, incidentally or ultimately, for any purpose that violates the provisions of the Regulations of the Board of Governors,
including, to the extent applicable, Regulation U and Regulation X.


 


(g)            Restricted
Payments. It shall not make, directly or indirectly, any Restricted Payment (whether in the form of cash or other assets) or incur
any obligation (contingent or otherwise) to do so; provided that the Borrower may make Restricted Payments to its members
in respect of their membership interests in the Borrower on the Closing Date from proceeds of the Term Loan and, on any other day, with
amounts paid to the Borrower pursuant to Section 9.01 on any applicable Payment Date.


 






    -81- 


     


    

 


(h)           Changes
to Filing Information. It shall not change its name, its chief place of business, its chief executive office, the office in which
the Borrower maintains its principal books and records or its jurisdiction of organization, unless it gives ten days’ prior written
notice to the Agents and takes all actions necessary to protect and perfect the Collateral Agent’s perfected security interest in
the Collateral and promptly files appropriate amendments to all previously filed financing statements that are necessary to continue to
perfect the security interests of the Collateral Agent under this Agreement under each method of perfection required herein with respect
to the Collateral (and shall provide copy of such amendments to the Collateral Agent and the Administrative Agent).


 


(i)            Transactions
with Affiliates. Except as permitted or required under the Facility Documents, it shall not sell, lease or otherwise transfer any
property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions
with, any of its Affiliates (including, without limitation, sales of Defaulted Loans and other Loans) unless such transaction is upon
terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a Person that is not
an Affiliate (it being agreed that any purchase or sale at par shall be deemed to comply with this provision).


 


(j)             Investment
Company Restriction. It shall not become required to register as an “investment company” under the Investment Company
Act.


 


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


 


(l)            No
Claims Against the Term Loan. 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 Term Loan 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.


 


(m)          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) pursuant
to or as expressly permitted by of this Agreement or (ii) pursuant to customary indemnification and expense reimbursement and similar
provisions under the Related Documents or otherwise in the ordinary course of business as is customary for Special Purpose Entities. The
Borrower shall not acquire any Loans or other property other than as expressly permitted hereunder; it being understood and agreed that
the Borrower shall be permitted to acquire Loans from its Affiliates and from Unaffiliated third parties.


 






    -82- 


     


    

 


(n)            Validity
of this Agreement. It shall not (i) take any action to permit or fail to take any action that would cause 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 covenants or obligations with respect to this Agreement
(except in accordance with its terms) and (ii) take any action that would permit the Lien of this Agreement not to constitute a valid
first priority security interest in the Collateral (subject to Permitted Liens).


 


(o)            [Reserved].


 


(p)            Subsidiaries.
It shall not have or permit the formation of any subsidiaries (other than 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).


 


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


 


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


 


(s)            Non-Petition.
The Borrower shall not be party to any agreements under which it has any material obligations 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 Loans 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, and customary service contracts and engagement letters entered into with Permitted Agents in connection with the
Loans.


 


(t)            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).


 






    -83- 


     


    

 


(u)            Independent
Manager. The Borrower shall at all times (other than in connection with the resignation, death, incapacity or disability of a current
independent manager) maintain at least one independent manager who (A) for the five year period prior to his or her appointment as
independent manager has not been, and during the continuation of his or her service as independent manager, is not: (i) an employee,
manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent
manager of the Borrower or any of its Affiliates that are structured to be “bankruptcy remote”), (ii) a significant customer
or supplier of the Borrower or any of its Affiliates, (iii) a Person controlling or under common control with any partner, shareholder,
member, manager, Affiliate or supplier of the Borrower or any Affiliate of the Borrower, or (iv) any member of the immediate family
of a Person described in clauses (i), (ii) or (iii); provided that an independent manager
may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower and (B) is
a Professional Independent Manager. The criteria set forth above in this Section 5.02(u) are referred to herein as the
“Independent Manager Criteria”. The Borrower shall notify the Administrative Agent (which shall notify each Lender)
of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes of this Agreement, such
notice shall be delivered not less than ten days prior to the proposed effective date of such appointment (unless such appointment is
due to the resignation, death, incapacity, disability or unwillingness to serve of the prior independent manager, in which case the Borrower
shall deliver notice promptly upon identifying the successor independent manager) and shall certify that the designated Person satisfies
the Independent Manager Criteria. Except for the appointment of a successor independent manager employed by any of AMACAR Group LLC, Citadel
SPV, Global Securitization Services, LLC, Lord Securities Corporation, Puglisi & Associates or CT Corporation following the death,
disability or incapacity of the previous independent manager, the Borrower shall not appoint a new manager as the independent manager
without first confirming that such proposed new independent manager is acceptable to the Administrative Agent as evidenced in a writing
executed by the Administrative Agent. In no event shall any independent manager of the Borrower be removed or expelled except as permitted
under the Borrower’s Constituent Documents.


 


(v)            Changes
to Related Documents. If any amendment, consent, waiver or other modification with respect to a Related Document (other than a Defaulted
Loan or an Ineligible Loan) would constitute a Material Modification, then the Borrower shall not cause or vote in favor of any such Material
Modification, if such Material Modification would result in the occurrence of a Default or Event of Default, without the written consent
of the Administrative Agent (such consent not to be unreasonably withheld or delayed).


 


(w)            Anti-Corruption
and Sanctions. The Borrower will not request any Borrowing, and shall not use the proceeds of any Borrowing (i) in furtherance
of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in
violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction
of or with any Sanctioned Person or in any Sanctioned Country or (iii) in any manner that would result in the violation of any Sanctions
applicable to the Borrower.


 






    -84- 


     


    

 


Section 5.03.            Affirmative
Covenants of the Collateral Manager. The Collateral Manager covenants and agrees that until the
date that all Obligations have been paid in full, other than contingent indemnification obligations as to which no claim giving rise thereto
has been asserted:


 


(a)            Compliance
with Agreements, Laws, Etc. It shall (i) duly observe, 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 could not reasonably
be expected to result in a Material Adverse Effect, (iv) comply in all material respects with the terms and conditions of each Facility
Document, Constituent Document 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 to carry out its business
and the transactions contemplated to be performed by it under the Facility Documents, the Constituent Documents and the Related Documents
to which it is a party.


 


(b)            Enforcement.
(i)  It shall not take any action, and will use commercially reasonable efforts not to permit any action to be taken by others, that
would release any Person from any of such Person’s covenants or obligations under any instrument included in the Collateral, except
in the case of (A) repayment of Collateral Loans, (B) subject to the terms of this Agreement, (1) amendments to Related
Documents that govern Defaulted Loans or Ineligible Loans, (2) amendments to Collateral Loans in accordance with the Credit and Collection
Policies and the Collateral Management Standard, and (3) 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 to the extent not prohibited by this
Agreement or as otherwise required hereby.


 


(ii)            It
will not, without the prior written consent of the Administrative Agent and the Required Lenders, contract with other Persons for the
performance of actions and obligations to be performed by the Collateral Manager hereunder. Notwithstanding any such arrangement, the
Collateral Manager shall remain primarily liable with respect thereto. In the event of such contract, the performance of such actions
and obligations by such Persons shall be deemed to be performance of such actions and obligations by the Collateral Manager, and the Collateral
Manager will punctually perform all of its obligations and agreements contained in this Agreement or any such other agreement.


 


(c)            Further
Assurances. It shall promptly 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 (subject to Permitted Liens) in all appropriate jurisdictions.
The Collateral Manager shall promptly take, at the Borrower’s expense, such further action necessary 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.


 






    -85- 


     


    

 


In addition, the Collateral
Manager will take such reasonable action from time to time as shall be necessary to ensure that all assets (including all Covered Accounts,
but excluding all Excluded Amounts) of the Borrower constitute “Collateral” hereunder. Subject to the foregoing, the
Collateral Manager will at the Borrower’s expense, take such other action (including executing and delivering or authorizing for
filing any required UCC financing statements) as shall be necessary to create and perfect a valid and enforceable first-priority security
interest on all Collateral acquired by the Borrower as collateral security for the Obligations in all appropriate jurisdictions.


 


(d)            Access
to Records and Documents. It shall permit the Administrative Agent and each Lender (or any Person designated by the Administrative
Agent or such Lender) to, upon reasonable advance notice (which, so long as no Event of Default shall have occurred and be continuing,
shall not be less than five Business Days) 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 all as often as the Administrative Agent or the Lenders may
reasonably request; provided that so long as no Event of Default has occurred, each Person entitled to so visit and inspect
the Collateral Manager’s records under this paragraph (d) may only exercise its rights under this paragraph (d) twice
during any fiscal year of the Collateral Manager (it being understood that the Borrower shall be responsible for all costs and expenses
for only one such visit per fiscal year absent the occurrence and continuance of an Event of Default). The Administrative Agent and each
Lender agrees to use commercially reasonable efforts to coordinate with each other Lender in exercising their respective rights under
this paragraph (d) and under Section 5.01(e) with a view to minimizing duplication of effort and expense
by the Borrower and the Collateral Manager.


 


(e)            Audit
Rights. It will permit the Administrative Agent and any Lender (or any representatives thereof (including any consultants, accountants,
lawyers and appraisers)) to conduct evaluations and appraisals of the Collateral Manager’s computation of the Borrower's assets
at least once and no more than twice during any fiscal year of the Collateral Manager. The Borrower shall pay the reasonable and documented
fees and expenses of any representatives retained by the Administrative Agent or any Lender to conduct any such evaluation or appraisal;
provided that (i) the Borrower shall not be required to pay such fees and expenses for more than one such evaluation
or appraisal during any calendar year unless an Event of Default has occurred and is continuing and (ii) such evaluation or appraisal
shall not be duplicative of any audit under Section 5.01(g). Each Lender agrees to use commercially reasonable terms to coordinate
with the other Lenders in exercising their respective rights under this paragraph (e) and under paragraph (d) above
with a view to minimizing duplication of effort and expense by the Borrower.


 






    -86- 


     


    

 


(f)            Independent
Manager. The Collateral Manager shall notify the Administrative Agent (which shall notify each Lender) of any decision to appoint
a new manager of the Borrower as the “independent manager” for purposes of this Agreement, such notice shall be delivered
not less than ten days prior to the proposed effective date of such appointment (unless such appointment is due to the resignation, death,
incapacity, disability or unwillingness to serve of the prior independent manager, in which case the Collateral Manager shall deliver
notice promptly upon receipt of knowledge of such resignation) and shall certify that the designated Person satisfies the Independent
Manager Criteria.


 


(g)            Information
and Reports. The Notice of Borrowing, each Monthly Report and all other written information, reports, certificates and statements
furnished by or on behalf of the Collateral Manager to any other 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; provided that solely with respect to information furnished by the
Collateral Manager which was provided to the Collateral Manager from an Obligor with respect to a Collateral Loan, such information shall
only need to be true, complete and correct in all material respects to the actual knowledge of the Collateral Manager.


 


(h)            Amendments
to Administration Agreement and Advisory Agreement. The Collateral Manager shall notify the Administrative Agent (which shall notify
each Lender) of any proposed amendment or modification of the Administration Agreement or the Advisory Agreement. Such notice shall be
delivered not less than ten days prior to the proposed effective date of such amendment or modification.


 


Section 5.04.            Negative
Covenants of the Collateral Manager. The initial Collateral Manager covenants and agrees that
until the date that all Obligations have been paid in full, other than contingent indemnification obligations as to which no claim giving
rise thereto has been asserted:


 


(a)            Restrictive
Agreements. It shall not enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes material
any condition upon its ability to perform its obligations under the Facility Documents.


 


(b)            Validity
of this Agreement. It shall not (i) take any action to permit or fail to take any action that would cause 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 covenants or obligations with respect to this Agreement
(except in accordance with its terms) 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 security interest in the Collateral (subject to Permitted Liens).


 






    -87- 


     


    

 


(c)            Liquidation;
Merger; Disposition of Assets. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger or consolidation
(or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of all or substantially
all of its assets or enter into any agreement or commitment to do so, except (i) with the prior written consent of the Required Lenders
and (ii) that the Collateral Manager shall be allowed to merge with any entity so long as the Collateral Manager remains the surviving
corporation of such merger, with a net worth not less than the net worth of the Collateral Manager immediately prior to such merger, and
such merger does not result in an Event of Default under Section 6.01(g). The Collateral Manager shall give 30 days prior
written notice of any merger to the Administrative Agent and the Collateral Agent.


 


(d)            Changes
to Related Documents. If any amendment, consent, waiver or other modification with respect to a Related Document (other than a Defaulted
Loan or an Ineligible Loan) would constitute a Material Modification, then the Collateral Manager shall not cause or vote in favor of
any such Material Modification, if such Material Modification would result in the occurrence of a Default or Event of Default, without
the written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed).


 


(e)            Certain
Amendments to Administration Agreement and Advisory Agreement. The Collateral Manager shall not agree to any amendment or modification
of the Administration Agreement or the Advisory Agreement if any such amendment or modification has or could reasonably be expected to
have a material adverse effect on the pool of Collateral, the Collateral Manager’s ability to manage the pool of Collateral or the
Lenders.


 


Section 5.05.            Certain
Undertakings Relating to Separateness. (a) Without limiting any, and subject to all, other
covenants of the Borrower contained in this Agreement, the Borrower shall conduct its business and operations separate and apart from
that of any other Person (including the Collateral Manager and any of its Affiliates, the BDC and their respective Affiliates) and in
furtherance of the foregoing:


 


(1)            The
Borrower shall maintain its accounts, financial statements, books, accounting and other records, and other Borrower documents separate
from those of any other Person, provided that the Borrower may be consolidated with the BDC solely for tax and accounting purposes.


 


(2)            The
Borrower shall not commingle or pool any of its funds or assets with those of any Affiliate or any other Person (other than as expressly
contemplated herein with respect to the Excluded Amounts), and it shall hold all of its assets in its own name, except as otherwise permitted
or required under the Facility Documents.


 






    -88- 


     


    

 


(3)            The
Borrower shall conduct its own business in its own name and, for all purposes, shall not operate, or purport to operate, collectively
as a single or consolidated business entity with respect to any Person.


 


(4)            The
Borrower shall pay its own debts, liabilities and expenses (including overhead expenses, if any) only out of its own assets as the same
shall become due.


 


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


 


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


 


(7)            The
Borrower shall, at all times, hold itself out to the public as a legal entity separate and distinct from any other Person provided
that the assets of the Borrower may be consolidated into the BDC for accounting purposes and included in consolidated financial statements
of the BDC.


 


(8)            The
Borrower shall not identify itself as a division of any other Person.


 


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


 


(10)          The
Borrower shall not use its separate existence to perpetrate a fraud in violation of Applicable Law.


 


(11)          The
Borrower shall not, in connection with the Facility Documents, act with an intent to hinder, delay or defraud any of its creditors in
violation of Applicable Law.


 


(12)          The
Borrower shall maintain an arm’s length relationship with its Affiliates and the Collateral Manager.


 


(13)          Except
as permitted by or pursuant to the Facility Documents, the Borrower shall not grant a security interest or otherwise pledge its assets
for the benefit of any other Person.


 






    -89- 


     


    

 


(14)          Except
as provided in the Facility Documents, the Borrower shall not acquire any securities or debt instruments of the Collateral Manager, its
Affiliates or any other Person.


 


(15)          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.


 


(16)          The
Borrower shall make no transfer of its assets except as permitted by or pursuant to the Facility Documents.


 


(17)          The
Borrower shall file its own tax returns separate from those of any other Person or entity, except to the extent that the Borrower is not
required to file tax returns under applicable law or is not permitted to file its own tax returns separate from those of any other Person.


 


(18)          The
Borrower shall not acquire obligations or securities of its members.


 


(19)          The
Borrower shall use separate stationery, invoices and checks.


 


(20)          The
Borrower shall correct any known misunderstanding regarding its separate identity.


 


(21)          The
Borrower shall maintain adequate capital in light of its contemplated business operations.


 


(22)          The
Borrower shall at all times be organized as a special purpose entity with organizational documents substantially similar in all material
respects to those in effect on the Closing Date.


 


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


 


Article VI


 


Events
of Default


 


Section 6.01.            Events
of Default. “Event of Default”, wherever used herein, means 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 by the Borrower in the payment, when due and payable, of any interest on the Term Loan and such default is not cured within two
(2) Business Days; or


 






    -90- 


     


    

 


(b)            the
failure to reduce the outstanding Term Loan to $0 on the Final Maturity Date; or


 


(c)            (i) the
Borrower becomes an investment company required to be registered under the Investment Company Act or (ii) the BDC ceases to be an
 “investment company” that has elected to be regulated as a “business development company” within the meaning of
the Investment Company Act or to be qualified as a “regulated investment company” for purposes of the Code; or


 


(d)            except
as otherwise provided in this Section 6.01, (i) a failure by the Borrower to deliver (or cause to be delivered) any Monthly
Report, quarterly financial report pursuant to Section 5.01(d)(ii) or notice of a Default or Event of Default pursuant
to Section 5.01(d)(iv) when due and such default is not cured within three Business Days; or (ii) a default in the
performance, or breach in a covenant by the Borrower with respect to the management and distribution of funds received with respect to
the Collateral Loans and such default is not cured within two Business Days; (iii) a failure by the Borrower to deliver (or cause
to be delivered) any material information requested by the Administrative Agent or the Required Lenders pursuant to Section 5.01(d)(v) within
ten (10) Business Days of such request; or (iv) a default in any material respect in the performance, or breach in any material
respect, of any other covenant or other agreement of the Borrower, the Collateral Manager or the BDC under this Agreement or the other
Facility Documents (other than failure to comply with any Concentration Limitation or any Portfolio Quality Test), or the failure of any
representation or warranty of the Borrower or the BDC made in this Agreement, in any other Facility Document or in any certificate or
other writing delivered pursuant hereto or thereto or in connection herewith or therewith to be correct in each case in all material respects
when the same shall have been made, and the continuation of such default, breach or failure for a period of thirty (30) days after the
earlier of (x) written notice to the Borrower or the Collateral Manager (which may be by email) by the Administrative Agent, the
Collateral Agent (acting at the direction of the Administrative Agent) or the Collateral Manager (as the case may be), and (y) actual
knowledge of the Borrower, the BDC or the Collateral Manager; or


 


(e)            the
rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment of money
in excess individually or in the aggregate of $5,000,000 against the BDC, or $500,000 against the Borrower (exclusive of any amounts fully
covered by insurance), and the aforementioned parties 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 sixty days from the date of entry thereof;
or


 


(f)            an
Insolvency Event relating to the Borrower or the BDC occurs; or


 


(g)           any
Collateral Manager Termination Event shall have occurred and be continuing; or


 






    -91- 


     


    

 


(h)            (i) any
Facility Document to which the Borrower or the BDC is a party shall (except in accordance with its terms) terminate, cease to be effective
or cease to be the legally valid, binding and enforceable obligation of the Borrower or the BDC, as the case may be or (ii) the Borrower,
the BDC or any of their Affiliates shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or
enforceability of any Facility Document or any Lien purported to be created thereunder; or


 


(i)            (i) the
Internal Revenue Service shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any assets of the Borrower
and such Lien shall not have been released within five (5) Business Days or (ii) the PBGC shall file notice of a Lien pursuant
to Section 4068 of ERISA with regard to any of the assets of the Borrower and such Lien shall not have been released within five
(5) Business Days, unless in each case a reserve has been established therefor in accordance with GAAP and such action is being diligently
contested in good faith by appropriate proceedings (except to the extent that the amount secured by such Lien exceeds $750,000); or


 


(j)            a
Change of Control occurs with respect to the Borrower; or


 


(k)           [reserved];
or


 


(l)            the
Borrower ceases to have a valid ownership interest in all of the Collateral (subject to Permitted Liens) or the Collateral Agent shall
fail to have a first priority perfected security interest in any part of the Collateral (other than in respect of a de minimis amount
of Collateral and subject to Permitted Liens); or


 


(m)          the
Borrower shall assign or attempt to assign any of its rights, obligations, or duties under the Facility Documents without the prior written
consent of each Lender; or


 


(n)           [reserved];
or


 


(o)           [reserved];


 


(p)           the
Borrower shall fail to maintain at least one independent manager as required pursuant to Section 5.02(u), provided
that, upon the resignation, death, disability, incapacity or unwillingness to serve of the current independent manager, the Borrower shall
have 10 Business Days to replace such independent manager with a successor independent manager that satisfies the Independent Manager
Criteria;


 


(q)           [reserved];
or


 


(r)            as
of the Monthly Reporting Date that immediately follows the date that, pursuant to Section 5.01(d)(ii), the Borrower delivers
the financial statements of the BDC for the fiscal quarter ended September 30, 2022, and thereafter, the BDC’s ratio of debt
to equity (calculated as a percentage), as determined in accordance with GAAP and as shown in the BDC’s most recently delivered
quarterly consolidated financial statements and annual audited consolidated financial statements, exceeds 200%.


 






    -92- 


     


    

 


Section 6.02.            Remedies
upon an Event of Default. (a)  Upon a Responsible Officer of the Borrower or Collateral
Manager obtaining knowledge of the occurrence of an Event of Default, each of the Borrower and the Collateral Manager shall notify each
other and the Agents, in accordance with Section 5.01(d)(iv). Upon the occurrence of an Event of Default known to a Responsible
Officer of the Collateral Agent, the Collateral Agent shall promptly notify the Administrative Agent (which will notify the Lenders promptly)
of such Event of Default in writing.


 


(b)            Upon
the occurrence and during the continuance of any Event of Default, in addition to all rights and remedies specified in this Agreement
and the other Facility Documents, including Article VII, and the rights and remedies of a secured party under Applicable Law,
including the UCC (which rights shall be cumulative), the Administrative Agent shall, at the request of, or may with the consent of, the
Required Lenders, by notice to the Borrower (with a copy to the Collateral Agent), declare the principal of and the accrued interest on
the Term Loan and all other amounts whatsoever payable by the Borrower hereunder to be forthwith due and payable, whereupon such amounts
shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby waived
by the Borrower; provided that, upon the occurrence of any Event of Default described in clause (f) of
Section 6.01, the Term Loan and all such other amounts shall automatically become due and payable, without any further action
by any party. The Borrower and the Collateral Manager hereby agree that they will, at the Borrower’s expense and at the direction
of the Administrative Agent, (i) assemble all or any part of the Collateral as directed by the Administrative Agent and make the
same available to the Administrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to such
parties and (ii) without notice except as specified below, sell the Collateral or any part thereof at a public or private sale in
accordance with applicable law. The Administrative Agent shall provide notice to the Borrower, Collateral Manager or the BDC of its election
to sell the Collateral hereunder on the date that is 13 Business Days prior to the proposed date of such sale (the date such notice is
delivered, the “Collateral Sale Notice Date”), and the Borrower agrees that such notice shall constitute reasonable
notification. All cash proceeds received by the Administrative Agent or Collateral Agent in respect of any sale of, collection from, or
other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be
deposited into the Collection Account and to be applied pursuant to Section 9.01(a)(iii).


 


If the Administrative Agent
elects to sell the Collateral in whole or in part, at a public or private sale, the Borrower, the BDC, the Collateral Manager (so long
as it is an Affiliate of the BDC) or any of their respective Affiliates or assignees shall have the right of first refusal to repurchase
the Collateral, in whole but not in part, prior to such sale at a purchase price that is equal to the amount of the Obligations as of
the date of such proposed sale. Such right of first refusal shall terminate not later than 4:00 p.m. on the twelfth Business Day
following the Collateral Sale Notice Date.


 






    -93- 


     


    

 


If none of the Borrower, the
BDC, the Collateral Manager or any of their respective Affiliates or assignees elects to exercise its right of first refusal, the Administrative
Agent may sell such Collateral or portion thereof. For the avoidance of doubt, the Borrower, the BDC, the Collateral Manager or their
respective Affiliates or assignees may participate in any public or private sale of the Collateral directed by the Administrative Agent.


 


(c)            In
addition, upon the occurrence and during the continuation of an Event of Default, following written notice by the Administrative Agent
(provided in its sole discretion or at the direction of the Required Lenders) of the exercise of control rights with respect to the Collateral,
which notice shall be delivered to the Borrower, the BDC and the Collateral Manager (with a copy to the Collateral Agent): (w) the
Collateral Manager’s power to consent to modifications to and direct the acquisition, sales and other dispositions of Collateral
Loans will be immediately suspended, (x) the Collateral Manager will be required to obtain the consent of the Administrative Agent
before causing the Borrower to agree to any modification of any Collateral Loan or before causing the Borrower to acquire, sell or otherwise
dispose of any Collateral Loan, and (y) the Collateral Manager (so long as it is an Affiliate of the Borrower) will cause the Borrower
to sell or otherwise dispose of any Collateral Loan as directed by the Administrative Agent in its sole discretion (so long as, in the
case of this clause (y), the Collateral Manager and the BDC are afforded a commercially reasonable opportunity to bid for and acquire
such Collateral Loan in such sale or disposition).


 


Section 6.03.            Collateral
Manager Termination Events. “Collateral Manager Termination Event”, wherever
used herein, means any one of the following events (whatever the reason for such Collateral Manager Termination Event 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)            any
Event of Default shall have occurred and be continuing; or


 


(b)            the
Collateral Manager is required to be registered under the Investment Company Act and is not registered; or


 


(c)            except
as otherwise provided in this Section 6.03, (i) a failure by the Collateral Manager to deliver (or cause to be delivered)
any Monthly Report when due and such default is not cured within three Business Days; or (ii) a default in the performance or breach
in a covenant by the Collateral Manager with respect to the management and distribution of funds received with respect to the Collateral
Loans, and such failure or default is not cured within two Business Days; or (iii) a default in any material respect in the performance,
or breach in any material respect, of any other covenant or other agreement of the Collateral Manager under this Agreement or the other
Facility Documents, or the failure of any representation or warranty of the Collateral Manager made in this Agreement, in any other Facility
Document or in any certificate or other writing delivered pursuant hereto or thereto or in connection herewith or therewith to be correct
in each case in all material respects when the same shall have been made, and the continuation of such default, breach or failure for
a period of thirty days after the earlier of (x) written notice to the Collateral Manager (which may be by email) by the Administrative
Agent or the Collateral Agent (acting at the direction of the Administrative Agent), and (y) actual knowledge of the Collateral Manager;
or


 






    -94- 


     


    

 



 


(d)            the
rendering of one or more final judgments, decrees or orders against the Collateral Manager (exclusive of any amounts fully covered by
insurance) by a court or arbitrator of competent jurisdiction for the payment of money in excess individually or in the aggregate of (i) at
any time the Collateral Manager and the Administrator, collectively, have at least $5,000,000,000 in assets under its management, $5,000,000
or more, or (ii) at any time the Collateral Manager and the Administrator, collectively, have less than $5,000,000,000 in assets
under its management, $2,000,000 or more, and the Collateral Manager 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 sixty (60) days from the date
of entry thereof; or


 


(e)            an
Insolvency Event relating to the Collateral Manager, the Advisor or the Administrator occurs; or


 


(f)            (1) any
Facility Document to which the Collateral Manager is a party shall (except in accordance with its terms) terminate, cease to be effective
or cease to be the legally valid, binding and enforceable obligation of the Collateral Manager, (2) the Collateral Manager or any
of its Affiliates shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of
any Facility Document or any Lien purported to be created thereunder, or (3) any Lien securing any obligation under any Facility
Document shall, in whole or in part (other than in respect of a de minimis amount of Collateral), cease to be a first priority perfected
security interest of the Collateral Agent except for Permitted Liens; or


 


(g)           the
Collateral Manager shall fail to comply with the first sentence of Section 5.04(c); or


 


(h)           any
two of Theodore Koenig, Zia Uddin, Michael Egan or Mick Solimene shall fail to provide active and material participation in the Advisor’s
or the Administrator’s daily activities, including, but not limited to, general management, underwriting and credit approval process,
and credit monitoring activities and such Persons are not replaced with other individuals satisfactory to the Administrative Agent in
its sole discretion within 60 days; or


 


(i)            any
change to the Credit and Collection Policies that has a material adverse effect at any time on the interests and rights and remedies of
the Administrative Agent, the Collateral Agent or the Lenders without the prior written consent of the Administrative Agent; or


 


(j)            the
Administrator shall fail to maintain at least $5,000,000,000 of assets (including cash) under management; or


 






    -95-


     


    

 


(k)            as
of any Monthly Report Determination Date, the rolling trailing 6-month average Collateral Default Ratio shall exceed 7%; or


 


(l)            (i) one
or more acts (including any failure(s) to act) by the Collateral Manager, the Advisor or the Administrator occurs that constitutes
fraud (as determined in a final, non-appealable adjudication by a court of competent jurisdiction) in the performance of its asset management
business or (ii) the Collateral Manager, the Advisor or the Administrator or any of their respective senior officers is convicted
of (with no further right of appeal) a felony criminal offense materially related to its asset management business and, in each case,
such Person is not replaced or does not cease to have responsibility for asset management activities, within 60 days of the applicable
adjudication or conviction; or


 


(m)            the
Advisory Agreement or the Administration Agreement is terminated without the prior written consent of the Administrative Agent.


 


Section 6.04.     Remedies
upon a Collateral Manager Termination Event. Upon a Responsible Officer of the Borrower or Collateral
Manager obtaining knowledge of the occurrence of Collateral Manager Termination Event, each of the Borrower and the Collateral Manager
shall notify each other and the Agents, specifying the specific Collateral Manager Termination Event(s) that occurred as well as
all other Collateral Manager Termination Events that are then known to be continuing. Upon the occurrence of a Collateral Manager Termination
Event actually known to a Responsible Officer of the Collateral Agent, subject to the immediately preceding sentence, the Collateral Agent
shall promptly notify the Administrative Agent (which will notify the Lenders promptly) of such Collateral Manager Termination Event in
writing.


 


Upon the occurrence and during
the continuance of a Collateral Manager Termination Event, the Administrative Agent, by written notice to the Collateral Manager (with
a copy to the Document Custodian, the Collateral Administrator and the Collateral Agent) (a “Collateral Manager Termination Notice”),
may terminate all of the rights and obligations of the Collateral Manager as Collateral Manager under this Agreement in accordance with
Section 11.09 and appoint a successor Collateral Manager pursuant to Section 11.09 hereto.


 


Article VII


 


Pledge
of Collateral; Rights of the Collateral Agent


 


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


 






    -96-


     


    

 


(i)     all
Collateral Loans and Related Documents     (listed, as of the Closing
Date, in Schedule 3), 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 its Collateral Loans;


 


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


 


(v)           all
Cash or Money in possession of the Borrower or delivered to the Collateral Agent (or any bailee of the foregoing);


 


(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
other property of the Borrower and all property of the Borrower which is delivered to the Collateral Agent (or the Document Custodian
on its behalf) by or on behalf of the Borrower (whether or not constituting Collateral Loans or Eligible Investments);


 


(viii)        all
security interests, liens, collateral, 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.


 


provided, however, that the term
 “Collateral” shall exclude all Excluded Amounts.


 


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


 






    -97-


     


    

 


Section 7.02.     Release
of Security Interest. If and only if all Obligations have been paid in full (other than contingent
indemnification obligations as to which no claim giving rise thereto has been asserted), the Collateral Agent, for itself and on behalf
of the Secured Parties, shall, at the expense of the Borrower, promptly execute, deliver and file or authorize for filing such instruments
as the Borrower shall reasonably request in order to reassign, release or terminate the Collateral Agent’s security interest in
the Collateral. The Secured Parties acknowledge and agree that upon the sale or disposition of any Collateral by the Borrower in compliance
with the terms and conditions of this Agreement, the security interest of the Secured Parties in such Collateral shall immediately terminate
and the Collateral Agent, for itself and on behalf of the other Secured Parties, shall, at the expense of the Borrower, execute, deliver
and file or authorize for filing such instrument as the Borrower shall reasonably request to reflect or evidence such termination. Any
and all actions under this Article VII in respect of the Collateral shall be without any recourse to, or representation or
warranty by any Secured Party and shall be at the sole cost and expense of the Borrower and the Collateral Manager.


 


Section 7.03.     Rights
and Remedies. The Collateral Agent (for itself and on behalf of the other Secured Parties) shall
have all of the rights and remedies of a secured party under the UCC and other Applicable Law. Upon the occurrence and during the continuance
of an Event of Default, the Collateral Agent or its designees shall, at, and in accordance with 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 documents 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 in a commercially reasonable
manner, 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 immediately take all actions necessary to cause the
liquidation of the Collateral in order to pay all amounts due and payable in respect of the Obligations, in accordance with the terms
of the Related Documents; (ix) to 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 or, if necessary, remove from the Borrower’s, the
Collateral Manager’s and their respective agents’ place of business 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.


 


The Borrower hereby agrees
that, upon the occurrence and during the continuance of an Event of Default, at the request of the Administrative Agent, the Collateral
Agent (acting at the direction 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 be assigned to the Collateral Agent or
its designee. For purposes of taking the actions described in clauses (i) through (xi) of this Section 7.03
the Borrower hereby irrevocably appoints the Collateral Agent as its attorney-in-fact (which appointment being coupled with an interest
and is irrevocable while any of the Obligations remain unpaid, with power of substitution), in the name of the Collateral Agent or in
the name of the Borrower or otherwise, for the use and benefit of the Collateral Agent (for the benefit of the Secured Parties), but at
the cost and expense of the Borrower and, except as permitted by applicable law, without notice to the Borrower.


 






    -98-


     


    

 


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 or the Collateral Agent (acting at the direction of the
Administrative Agent), promptly forward to such Agent all material information and notices which it receives under or in connection with
the Related Documents relating to the Collateral, and (ii) upon the written request of the Administrative Agent or the Collateral
Agent (acting at the direction 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.


 


(b)            Each
of the Borrower and the Collateral Manager hereby agrees that, to the extent the same shall be in the Borrower’s or the Collateral
Manager’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 or the Collateral Agent (acting at the direction 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 (including the Document Custodian). In addition, in accordance with Article XIV,
promptly following its acquisition of any Loan the Borrower or the Collateral Manager (on behalf of the Borrower) shall deliver to the
Document Custodian copies of the principal underlying documentation with respect to such Loan (e.g., loan or credit agreement, primary
security agreement and guarantees, etc.).


 


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.


 






    -99-


     


    

 


(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, and the transactions contemplated hereby and 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, 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:


 


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


 


(ii)            maintain,
preserve and perfect any grant of security made or to be made by this Agreement including, without limitation, the first priority nature
of the lien or carry out more effectively the purposes hereof;


 


(iii)          perfect,
publish notice of or protect the validity of any grant made or to be made by this Agreement (including, without limitation, any and all
actions necessary as a result of changes in law or regulations);


 


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


 


(v)           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


 


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


 


The Borrower hereby designates
the Collateral Agent as its agent and attorney in fact to prepare and file any UCC-1 financing statement, continuation statement and all
other instruments, and take all other actions, required pursuant to this Section 7.07. Such designation shall not impose upon
the Collateral Agent, or release or diminish, the Borrower’s obligations under this Section 7.07 or Section 5.01(c).
The Borrower further authorizes the Administrative Agent or its counsel to file, without the Borrower’s signature, UCC- 1 financing
statements that name the Borrower as debtor and the Collateral Agent as secured party and that describe “all assets in which the
debtor now or hereafter has rights” as the Collateral in which the Collateral Agent has a grant of security hereunder and any amendments
or continuation statements that may be necessary or desirable.


 






    -100-


     


    

 


Article VIII


 


Accounts,
Accountings and Releases


 


Section 8.01.     Collection
of Money. Except as otherwise expressly provided herein, the Collateral Agent may demand payment
or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary,
all Money and other property payable to or receivable by the Collateral Agent pursuant to this Agreement, including all payments due on
the Collateral, in accordance with the terms and conditions of such Collateral. The Collateral Agent shall segregate and hold all such
Money and property received by it in trust for the Secured Parties and shall apply it as provided in this Agreement. Each Covered Account
shall be established and maintained under the Account Control Agreement with a Qualified Institution. Any Covered Account may contain
any number of subaccounts for the convenience of the Collateral Agent or as required by the Collateral Manager for convenience in administering
the Covered Account or the Collateral.


 


Section 8.02.     Collection
Account. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower
shall, on or prior to the Closing Date, establish at the Intermediary or a sub-agent of the Intermediary a single, segregated account
in the name “MC Income Plus Financing SPV II LLC Collection Account, subject to the lien of the Collateral Agent”, which shall
be designated as the “Collection Account”, which shall be maintained with the Intermediary in accordance with the Account
Control Agreement and which shall be subject to the lien of the Collateral Agent. In addition, the Borrower shall establish at the Intermediary
two segregated subaccounts within the Collection Account, one of which will be designated the “Interest Collection Subaccount”
and one of which will be designated the “Principal Collection Subaccount”. The Collateral Agent shall from time to time deposit
into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 8.05(a), immediately upon
receipt thereof all Interest Proceeds received by the Collateral Agent. The Collateral Agent shall deposit immediately upon receipt thereof
all other amounts remitted to the Collection Account into the Principal Collection Subaccount including, in addition to the deposits required
pursuant to Section 8.05(a), all Principal Proceeds (unless simultaneously reinvested in additional Loans in accordance with
Article X or in Eligible Investments) received by the Collateral Agent. All Monies deposited from time to time in the Collection
Account pursuant to this Agreement shall be held by the Collateral Agent as part of the Collateral and shall be applied to the purposes
herein provided. Subject to Section 8.02(c), amounts in the Collection Account shall be reinvested pursuant to Section 8.05(a).


 


(b)            Reserved.


 


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


 


(d)            Notwithstanding
anything to the contrary set forth herein, the Collateral Manager may direct the Collateral Agent to withdraw from the Collection Account
and pay to the Person entitled thereto any amounts credited thereto constituting Excluded Amounts if the Collateral Manager has, prior
to such withdrawal and consent, delivered to the Administrative Agent and the Collateral Agent a report setting forth the calculation
of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent, which report shall include a brief
description of the facts and circumstances supporting such request and designate a date for the payment of such reimbursement, which date
shall not be earlier than two (2) Business Days following delivery of such notice.


 






    -101-


     


    

 


Section 8.03.     Transaction
Accounts. (a)  Payment Account. In accordance with this Agreement and the Account
Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Intermediary a single, segregated account in
the name “MC Income Plus Financing SPV II LLC Payment Account, subject to the lien of the Collateral Agent”, which shall be
designated as the “Payment Account”, which shall be maintained by the Borrower with the Intermediary in accordance with the
Account Control Agreement and which shall be subject to the lien of the Collateral Agent. Except as provided in Section 9.01,
the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be
to pay amounts due and payable under the Priority of Payments in accordance with their terms and the provisions of this Agreement. The
Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with this Agreement
and the Priority of Payments.


 


(b)            Custodial
Account. In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date,
establish at the Intermediary a single, segregated account in the name “MC Income Plus Financing SPV II LLC Custodial Account, subject
to the lien of the Collateral Agent”, which shall be designated as the “Custodial Account”, which shall be maintained
by the Borrower with the Intermediary in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral
Agent. All Collateral Loans (other than Noteless Loans or Collateral Loans which are an account or general intangible (including participation
interest) shall be credited to the Custodial Account. The only permitted withdrawals from the Custodial Account shall be in accordance
with the provisions of this Agreement. The Collateral Agent agrees to give the Borrower prompt notice if (to the Collateral Agent’s
actual knowledge) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account,
shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process.


 


Section 8.04.     Reserved.


 


Section 8.05.     Reinvestment
of Funds in Covered Accounts. (a) By delivery of a certificate of a Responsible Officer
of the Borrower (or the Collateral Manager on behalf of the Borrower) (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 (including the Principal Collection Subaccount and the
Interest Collection Subaccount) as so directed 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 and continuance 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 Business Days after transfer of any funds to such accounts and shall immediately invest in Specified Eligible Investments
that mature overnight. If the Collateral Agent does not thereafter receive written instructions from the Collateral Manager within five
Business Days after transfer of such funds to such accounts, it shall invest and reinvest the funds held in such accounts, as fully as
practicable, but only in Specified Eligible Investments selected by the Administrative Agent maturing no later than the Business Day immediately
preceding the next Payment Date (or such shorter maturities expressly provided herein). During the continuance of an Event of Default,
the Collateral Agent (as directed by the Administrative Agent) shall invest and reinvest such Monies as fully as practicable in Specified
Eligible Investments selected by the Administrative Agent maturing not later than the earlier of (i) thirty days after the date of
such investment (unless putable at par to the issuer thereof) or (ii) the Business Day immediately preceding the next Payment Date
(or such shorter maturities expressly provided herein). Except to the extent expressly provided otherwise herein, all interest, gain,
loss and other income from such investments shall be deposited, credited or charged (as applicable) in and to the Interest Collection
Subaccount. 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. Without limiting the foregoing, in no event shall the Collateral Agent be liable for any negative interest accrued
or applied in respect of any funds received by it or maintained in an account hereunder. The Borrower shall be responsible for the payment
of any such negative interest and the Collateral Agent (or the Securities Intermediary) shall be entitled to deduct from amounts on deposit
in the Secured Accounts (as defined in the Account Control Agreement) an amount necessary to pay such negative interest. For the avoidance
of doubt, the reimbursement and indemnification protections afforded to the Collateral Agent under Section 12.04 of this Agreement
shall apply in respect of any interest-related expenses incurred by the Collateral Agent (or the Securities Intermediary) in the performance
of its duties hereunder.


 






    -102-


     


    

 


(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.


 


(c)          The
Collateral Agent shall supply, in a timely fashion, to the Borrower and the Collateral Manager any information regularly maintained by
the Collateral Agent that the Borrower or the Collateral Manager may from time to time reasonably request with respect to the Collateral,
the Covered Accounts and the other Collateral and provide any other requested information reasonably available to the Collateral Agent
and required to be provided by Section 8.06 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 and other writings received by it from the Obligor of any Collateral Loan or from any Clearing
Agency with respect to any Collateral Loan which notices or writings advise the holders of such Collateral Loan of any rights that the
holders might have with respect thereto (including, without limitation, requests to vote with respect to amendments or waivers and notices
of prepayments and redemptions) as well as all periodic financial reports received from such issuer and Clearing Agencies with respect
to such Obligor.


 






    -103-


     


    

 


Section 8.06.     Accountings.
The Collateral Manager shall compile and provide (or cause to be compiled and provided) to the Collateral Administrator and the Administrative
Agent a loan data file (the “Data File”) for the previous monthly period ending on the Monthly Report Determination
Date (containing such information agreed upon by the Collateral Manager, the Collateral Administrator and the Administrative Agent). The
Collateral Administrator shall assist the Collateral Manager to compile (or cause to be compiled) a monthly report on a settlement basis
(each, a “Monthly Report”) (containing such information agreed upon by the Collateral Agent, the Collateral Manager,
the Collateral Administrator and the Administrative Agent). The first Monthly Report shall be delivered in February 2023. The Collateral
Administrator shall use commercially reasonable efforts to assist the Collateral Manager to compile such Monthly Report at least five
(5) days prior to the Monthly Reporting Date. The Collateral Administrator shall use commercially reasonable efforts to assist the
Collateral Manager to review and confirm the calculations made by the Collateral Manager in any such Monthly Report by the Monthly Reporting
Date, and the Collateral Administrator shall cooperate with the Collateral Manager in connection with such review. Upon completion of
the Monthly Report by the Collateral Manager and the Collateral Administrator and in any event by no later than the Monthly Reporting
Date, the Collateral Administrator shall compile and provide to the Agents, the Collateral Manager and the Lenders the Monthly Report.
As used herein, the “Monthly Report Determination Date” with respect to any calendar month will be the last day of
the previous calendar month. The Monthly Report delivered for any calendar month shall contain the information with respect to the Collateral
Loans and Eligible Investments included in the Collateral set forth on Schedule 2 hereto, and shall be determined as of the Monthly
Report Determination Date applicable to such Monthly Report. Additionally, each Monthly Report that is delivered on the first Monthly
Reporting Date to occur after the delivery of the quarterly valuation statements for the BDC pursuant to Section 5.01(d)(iii) shall
include a statement reporting the assets (including cash) under management by the Collateral Manager. The Collateral Manager shall provide
such statement to the Collateral Administrator to be included in the Monthly Report at least five (5) days prior to such Monthly
Reporting Date.


 


In addition, the Collateral
Manager shall provide together with each Data File a copy of each amendment, modification or waiver under any Related Document for each
Collateral Loan that constitutes a Material Modification, together with each other amendment, modification or waiver under any Related
Document for each Collateral Loan that, in the Collateral Manager’s reasonable judgment, are material in relation to the related
Obligor, in each case that became effective during the one month period ending on the Monthly Report Determination Date for the immediately
prior Monthly Report (or, in respect of the first Monthly Report, from the Closing Date) together with a listing of each Collateral Loan
with respect to which one of the foregoing amendments, modifications or waivers is being provided.


 


Section 8.07.     Release
of Collateral. (a) If no Event of Default has occurred and is continuing, the Borrower may,
by delivery of a certificate of a Responsible Officer of the Collateral Manager delivered to the Collateral Agent at least one Business
Day prior to the settlement date for any sale of any item of Collateral certifying that the sale of such security is being made in accordance
with Section 10.01 and such sale complies with all applicable requirements of Section 10.01, direct the Collateral
Agent (or the Document 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 Document 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 Document Custodian, as applicable) may deliver any such item
in physical form for examination in accordance with street delivery custom.


 






    -104-


     


    

 


(b)          Subject
to the terms of this Agreement, the Collateral Agent or Document 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 as instructed in
such certificate, and execute such documents or instruments as are presented by the Borrower or the Collateral Manager and are reasonably
necessary to release or cause to be released such security from the lien of this Agreement, which is set for any mandatory call or redemption
or payment in full to the appropriate paying agent on or before the date set for such call, redemption or payment, in each case against
receipt of the call or redemption price or payment in full thereof.


 


(c)          As
provided in Section 8.02(a), the Collateral Agent shall deposit any proceeds received by it from the disposition of Collateral
in the applicable subaccount of the Collection Account, unless simultaneously applied to the purchase of additional Loans or Eligible
Investments 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 (or the Collateral Manager on its behalf),
at such time as all Obligations of the Borrower hereunder and under the other Facility Documents have been satisfied, release any remaining
Collateral from the lien of this Agreement.


 


(e)          Any
security, Collateral Loan or amounts that are released pursuant to Section 8.07(a) or (b) shall automatically
be released from the Lien of this Agreement.


 


Section 8.08.     [Reserved].


 


Section 8.09.    Covered
Account Details. The account number of each Covered Account is set forth on Schedule 6.


 


Section 8.10.    Delivery
of Reports, Notices, Etc. Documents and notices required to be delivered by the Borrower or
the Collateral Manager pursuant this Agreement may be delivered electronically and if so delivered, shall be deemed to have been delivered
on the date on which the Borrower or the Collateral Manager posts such documents or notices, or provides a link thereto on the Collateral
Manager’s website or otherwise delivers such documents or notices via email in accordance with Section 16.02.


 






    -105-


     


    

 


Article IX


 


Application
of Monies


 


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


 


(i)            On
each Payment Date prior to the occurrence and continuance of an Event of Default, Interest Proceeds on deposit in the Interest Collection
Subaccount, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day,
the next succeeding Business Day) will be transferred into the Payment Account, to be applied in the following order of priority:


 


(A)            (1) first,
to pay all out-of-pocket costs and expenses (including the fees and expenses of attorneys, experts and agents) of the Collateral Agent
incurred in connection with any sale of Collateral or other exercises of its remedial rights pursuant to Section 7.03; and
(2) second, to pay to the Collateral Agent, the Collateral Administrator, Intermediary and the Document Custodian, any
amounts payable pursuant to Collateral Agent, Document Custodian, Collateral Administrator and Intermediary Fee Letter, this Agreement
and the other Facility Documents, provided that the amount applied under this clause (A)(2) for such Payment
Date shall not exceed the Third Party Expense Cap for such Payment Date; provided, further that the Third Party Expense
Cap shall not apply with respect to fees and expenses (including the fees and expenses of attorneys, experts and agents) incurred in connection
with the transfer of servicing to Successor Collateral Manager;


 


(B)            to
the Collateral Manager, to pay accrued and unpaid Collateral Management Fees and all other expenses (including indemnities) incurred by
the Collateral Manager in connection with the services provided under this Agreement and as further described in Sections 11.03,
11.07 and 11.09, provided that, to the extent directed by the Collateral Manager, all or any portion of such
Collateral Management Fees may be waived or payable to an Affiliate of the Collateral Manager; provided, further,
that the amount applied under this clause (B) for such Payment Date in respect of expenses and indemnities shall not
exceed the Collateral Manager Expense Cap for such Payment Date;


 


(C)          to
pay regular scheduled payments, any fees and expenses incurred under any hedge agreement (excluding any hedge termination payments);


 


(D)          to
each Lender to pay accrued and unpaid Interest due to each such Lender and amounts payable to each such Lender under Sections 2.09
and 2.10;


 






    -106-


     


    

 


(E)          (i) if
any Coverage Test is not satisfied as of the related Determination Date (on a pro forma basis as at such Determination Date), to
pay the principal of the Term Loan of each Lender (pro rata, based on each Lender’s Percentage) until such test or tests
are satisfied and (ii) if one or more Portfolio Quality Tests or the Minimum Obligor Amortization Test are not satisfied as of the
related Determination Date, to pay the principal of the Term Loan of each Lender (pro rata, based on each Lender’s Percentage)
until the earlier of (x) the Term Loan outstanding is reduced to zero or (y) the Borrower causes such Portfolio Quality Test
or the Minimum Obligor Amortization Test, as applicable, to be satisfied);


 


(F)          to
payment of Administrative Expenses; provided that the amount applied under this clause (F) for such Payment
Date shall not exceed the Administrative Expense Cap for such Payment Date;


 


(G)          to
the payment or application of amounts referred to in clauses (A), (B), (C) and (F) above (in
the same order of priority specified above), to the extent not paid in full pursuant to applications under such clauses;


 


(H)          [reserved];


 


(I)           to
the payment of any hedge breakage or termination costs owed by the Borrower;


 


(J)           [reserved];
and


 


(K)          so
long as, after giving effect to such payment, the amount remaining on deposit in the Interest Collection Subaccount is at least equal
to the Interest Reserve Amount (unless otherwise agreed by the Administrative Agent), the remainder to the Borrower or to the BDC at the
direction of the Collateral Manager.


 


(ii)            On
each Payment Date prior to the occurrence and continuance of an Event of Default, Principal Proceeds on deposit in the Principal Collection
Subaccount that are received on or before the related Determination Date and that are not designated for reinvestment by the Collateral
Manager will be transferred to the Payment Account and applied, except for any such Principal Proceeds that will be used to settle binding
commitments (entered into prior to the related Determination Date) for the purchase of Loans, 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 and subject to any limitations set forth therein), to the extent not paid in full thereunder;


 


(B)          Reserved;


 






    -107-


     


    

 


(C)          during
the Initial Period and so long as the Interest Coverage Ratio Test, the Overcollateralization Test, any Portfolio Quality Test and the
Minimum Obligor Amortization Test are satisfied, 75% of all remaining amounts shall be applied to prepay the Term Loan and 25% of all
remaining amounts to the Borrower or the BDC at the direction of the Collateral Manager;


 


(D)         [reserved];


 


(E)          after
the Initial Period, to each Lender to pay the Term Loan of such Lender (pro rata, based on each Lender’s Percentage) until
the Term Loan is paid in full;


 


(F)          after
the Initial Period, to the payment of amounts referred to in clauses (G) and (I) of clause (i) above
(in the same order of priority specified therein), to the extent not paid in full thereunder;


 


(G)          after
the Initial Period, without duplication, to the payment of any other Administrative Expenses; and


 


(H)          after
the Initial Period, the remainder to the Borrower or to the BDC at the direction of the Collateral Manager.


 


(iii)            On
each Business Day following the occurrence and continuance of an Event of Default, Interest Proceeds on deposit in the Interest Collection
Subaccount and Principal Proceeds on deposit in the Principal Collection Subaccount will be transferred to the Payment Account and applied
in the following order of priority:


 


(A)            to
the payment of unpaid amounts under clause (A) in clause (i) above (in the order specified therein and subject
to any limitations set forth therein; provided, that if the Term Loan has been accelerated following the occurrence and
during the continuance of an Event of Default, and the sale of the Collateral has commenced in connection therewith, such limitations
specified therein shall not be given any effect);


 


(B)            to
the payment of unpaid amounts under clause (B) in clause (i) above (subject to the Collateral Manager Expense
Cap if the Collateral Manager is the initial Collateral Manager or an Affiliate of the Borrower or the BDC);


 


(C)            to
each Lender to pay accrued and unpaid Interest due to each such Lender and amounts payable to each such Lender under Sections 2.09
and 2.10;


 


(D)            to
the payment of Administrative Expenses; provided that the amount applied under this clause (D) for such Business
Day shall not exceed the Administrative Expense Cap for such Business Day;


 






    -108-


     


    

 


(E)            to
each Lender to pay the Term Loan of such Lender (pro rata, based on each Lender’s Percentage) until the Term Loan is paid
in full;


 


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


 


(G)            [reserved];


 


(H)            to
the payment of any other Administrative Expenses to the extent not paid in full;


 


(I)            the
remainder to the Borrower or to the BDC at the direction of the Collateral Manager.


 


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


 


Article X


 


Sale
of Collateral Loans; Purchase of Additional Loans


 


Section 10.01.     Sales
of Collateral Loans.     (a) Discretionary
Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.04, the Collateral Manager
on behalf of the Borrower may sell any Collateral Loan, Defaulted Loan, or Ineligible Loan if such sale meets the requirements set forth
below (provided that prior to such discretionary sale, the Collateral Manager shall demonstrate that the requirements set
forth below are met by submitting to the Lenders completed forms of “Compliance Certificate,” “Compliance Calculation
Sheet” and a calculation of the “Excess Concentration Amounts” as set forth in the forms of Monthly Report (Schedule
2 to this Agreement) as of the date of such discretionary sale after giving effect thereto):


 


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



 


		(ii)	upon giving effect thereto and the application of the proceeds thereof, each Coverage Test is satisfied
(or if any such Coverage Test is not satisfied, such test is maintained or improved after giving effect to such sale) and each
Portfolio Quality Test is satisfied (or if any Portfolio Quality Test is not satisfied, such test is maintained or improved after giving
effect to such sale);



 






    -109-


     


    

 


		(iii)	except as provided in Section 10.01(c), if such sale is to an Affiliate of the Borrower, such
sale is made for a purchase price at least equal to the Market Value thereof;



 


		(iv)	such sale is made for Cash; and



 


		(v)	in the reasonable judgment of the Collateral Manager, there is no adverse selection impacting the interest
of the Secured Parties of such Collateral Loans to be sold.



 


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


 


(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 days of receipt if such Equity Security constitutes
Margin Stock, unless such sale is prohibited by Applicable Law or applicable contract restriction, in which case such Equity Security
should be sold as soon as such sale is permitted by Applicable Law or applicable contract.


 


(c)            Certain
Restrictions. In the case of a sale of a Defaulted Loan or an Ineligible Loan to an Affiliate (without regard to the proviso in the
definition thereof) 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 Market Value of such Defaulted Loan or Ineligible Loan (determined in accordance with clause (a)(x) of the definition
of “Market Value”).


 


(d)            Terms
of Sales. All sales of Collateral Loans and other property of the Borrower under the provisions above in this Section 10.01
must be exclusively for Cash.


 


Section 10.02.     Purchase
of Additional Loans . On or about the effective date of any Facility Amount Increase, if no Event
of Default has occurred and is continuing, the Collateral Manager on behalf of the Borrower may, if each of the conditions specified in
this Section 10.02 and Section 10.04 are met, invest the proceeds of such Facility Amount Increase, together with
Principal Proceeds, accrued interest received with respect to any Collateral Loan to the extent used to pay for accrued interest on additional
Loans and other amounts on deposit in the Principal Collection Subaccount in additional Loans, provided, that no Loan may
be purchased unless each of the following conditions are satisfied as of the date the Collateral Manager commits on behalf of the Borrower
to make such purchase, in each case after giving effect to such purchase and all other sales or purchases previously or simultaneously
committed to:


 



(i)            such
obligation is an Eligible Loan;


 






    -110-


     


    

 


(ii)          each
Coverage Test is satisfied;


 


(iii)         the
Concentration Limitations (recalculated, solely for this purpose, as of the date of such proposed acquisition) are satisfied; and


 


(iv)         each
Portfolio Quality Test is satisfied.


 


(b)          Purchase
of Loans Involving Affiliates. Additional Loans may be purchased pursuant to Section 10.02(a) by the Borrower from
the Collateral Manager or any of its Affiliates only if (x) the material terms and conditions thereof are no less favorable to the
Borrower than the terms it would obtain if negotiated on an arms-length basis, (y) the transactions are effected in accordance with
all Applicable Laws and (z) such purchase is for an amount equal to or less than the lesser of (A) the original purchase price
paid by the Collateral Manager or such Affiliate (after adjustment for any borrowings or repayments and amortization of upfront fees and
exclusive of interest) and (B) the Collateral Manager’s current mark with respect to such Loan.


 


Section 10.03.     Substitution
and Transfer of Loans. (a)  Substitutions. The Borrower may (including in connection
with any retransfer of a Collateral Loan to Fund under the Purchase and Contribution Agreement) replace any Collateral Loan (i) that
has become a Defaulted Loan, (ii) that has caused (or will cause) the failure of one or more of the Portfolio Quality Tests, (iii) the
fair market value (expressed as a percentage of par) of which is lower than 95%, or (iv) in connection with any rebalancing of the
Collateral Loans on or about the effective date of any Facility Amount Increase, with one or more substitute Loans (each of the foregoing,
a “Substitute Loan”), subject to the satisfaction of the conditions set forth below and in Section 10.04(c).


 


(b)            Conditions
to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is
satisfied as of the date of such substitution (as certified to the Agents by the Borrower (or the Collateral Manager on behalf of the
Borrower)):


 


(i)          each
Substitute Loan (x) is an Eligible First Lien Obligation (excluding Uni-Tranche Loans, Bifurcated First Lien Term Loans and Covenant
Lite Loans) and (y) has a lower Risk Factor Rating than the Loan being substituted for, in each case on the date of substitution;


 


(ii)         after
giving effect to any such substitution, each Coverage Test and Portfolio Quality Test is satisfied (or if any such Coverage Test
or Portfolio Quality Test is not satisfied, such test is maintained or improved after giving effect to such substitution);


 


(iii)        100%
of the proceeds from the sale of the Collateral Loan(s) to be replaced in connection with such Substitute Loan are either applied
by the Borrower to acquire the Substitute Loan(s) or deposited in the Principal Collection Subaccount;


 






    -111-


     


    

 


(iv)        no
Default or Event of Default has occurred and is continuing (before or after giving effect to such substitution);


 


(v)         there
is no adverse selection, impacting the interest of the Secured Parties, by the Borrower or Collateral Manager with regard to such Collateral
Loans to be substituted or the Substitute Loans;


 


(vi)        the
Borrower and, if the Collateral Manager is the initial Collateral Manager or an Affiliate of the Borrower or the BDC, the Collateral Manager
(on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent and the Collateral Agent in connection
with any such substitution (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral
Agent on behalf of the Secured Parties in connection with such sale, substitution or repurchase);


 


(vii)       the
Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution
and shall deliver to the Document Custodian the Related Documents for any Substitute Loans;


 


(viii)      upon
confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for, each applicable Collateral
Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral;


 


(ix)         the
Concentration Limitations (recalculated, solely for this purpose, as of the date of such proposed sale) are satisfied (or if there is
any Excess Concentration Amount, such Excess Concentration Amount is maintained or decreased after giving effect to such sale);


 


(x)          in
connection with the substitution of a Collateral Loan the fair market value (expressed as a percentage of par) of which is lower than
95%, the Substitute Loan therefor has a fair market value (expressed as a percentage of par) higher than the Collateral Loan being substituted
for; and


 


(xi)         the
Borrower shall deliver to the Administrative Agent (with a copy to the Collateral Agent) on the date of such substitution a certificate
of a Responsible Officer of the Borrower substantially in the form of Exhibit M attached hereto certifying that each of the
foregoing is true and correct as of such date.


 


Section 10.04.     Conditions
Applicable to All Sale and Substitution and Purchase Transactions. (a) Any transaction effected
under this Article X or in connection with the acquisition of additional Loans shall be conducted on an arm’s length
basis and, if effected with a Person that is an Affiliate of the Collateral Manager (or with an account or portfolio for which the Collateral
Manager or any of its Affiliates serves as investment adviser), shall be on material terms no less favorable to the Borrower and the Secured
Parties than would be the case if such Person were not such an Affiliate or as otherwise expressly permitted under the Facility Documents.


 






    -112-


     


    

 


(b)            Upon
each acquisition by the Borrower of a Loan, (i) all of the Borrower’s right, title and interest to such Loan shall be subject
to the Lien granted to the Collateral Agent pursuant to this Agreement and (ii) such Loan shall be Delivered to the Collateral Agent
(or the Document Custodian on its behalf, as applicable); provided, that, notwithstanding the foregoing, the Related Documents
with respect to such Loan may be delivered within ten (10) Business Days of the contribution or acquisition of such Loan.


 


(c)            The
Aggregate Principal Balance of the Collateral Loan(s) which are the subject of any sale to an Affiliate of the Borrower under this
Article X or substitution pursuant to Section 10.03, together with the sum of the Aggregate Principal Balance
of all Collateral Loans sold to Affiliates or substituted in the twelve month period preceding the proposed date of sale or substitution
(or such lesser number of months as shall have elapsed since the Closing Date) shall not exceed 20% of the highest Aggregate Collateral
Balance during such period; provided that, the sum of the Aggregate Principal Balance of all Defaulted Loans sold to Affiliates
or substituted in the twelve month period preceding the proposed date of sale or substitution (or such lesser number of months as
shall have elapsed since the Closing Date) shall not exceed 10% of the of the highest Aggregate Collateral Balance during such period.
For the avoidance of doubt, the foregoing limitations shall not apply (i) to Warranty Loans, (ii) where Collateral Loans are
sold by the Borrower in connection with a Permitted Securitization or (iii) in connection with a rebalancing of the Collateral Loans
on or about the date of any Facility Amount Increase.


 


(d)            Upon
the sale or substitution of a Collateral Loan pursuant to this Article X, the Collateral Agent, for the benefit of the Secured
Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation
or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under such Collateral
Loan being sold or being substituted for, as applicable. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole
expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Collateral Manager, on behalf of
the Borrower, and take other such actions as shall reasonably be requested by the Collateral Manager on behalf of the Borrower to effect
the release and transfer of such Collateral Loan being sold or substituted for pursuant to this Article X.


 


(e)            For
the avoidance of doubt, the restrictions set forth in Sections 10.01 and 10.04 shall not apply to the sale of Warranty Loans.


 


Section 10.05.     Additional
Equity Contributions. The BDC may, but shall have no obligation to, at any time or from time
to time contribute additional equity to the Borrower for any purpose, including for the purpose of curing any Default, satisfying any
Coverage Test, or enabling the acquisition or sale of any Loan. Each equity contribution shall either be made (i) in Cash, (ii) by
assignment and contribution of an Eligible Investment and/or (iii) by assignment and contribution of a Loan. All Cash contributed
to the Borrower shall be treated as Principal Proceeds except to the extent that the Collateral Manager, in its discretion, specifies
that such Cash shall constitute Interest Proceeds.


 






    -113-


     


    

 


Article XI


 


Administration
and Servicing of Contracts


 


Section 11.01.     Designation
of the Collateral Manager. (a)  Initial Collateral Manager. The servicing, administering
and collection of the Collateral shall be conducted in accordance with this Section 11.01 by the Person designated as the
Collateral Manager hereunder. Monroe Capital Income Plus Corporation 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. The Collateral Manager and the Borrower
hereby acknowledge that each of the Secured Parties are third party beneficiaries of the obligations taken by the Collateral Manager hereunder.


 


(b)            Subcontracts.
The Collateral Manager may, with the prior written consent of the Administrative Agent, subcontract with any other Person for back office,
servicing and administrative functions 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 11.02.     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)           supervising
the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights,
enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;


 


(ii)            preparing
and submitting claims to Obligors on each Collateral Loan;


 


(iii)            maintaining
all necessary servicing records with respect to the Collateral;


 


(iv)           maintaining
and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing
the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and
other information reasonably necessary or advisable for the collection of the Collateral;


 






    -114-


     


    

 


(v)            promptly
delivering to the Administrative Agent, each Lender, the Collateral Administrator 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, each Lender,
the Collateral Administrator or the Collateral Agent may from time to time reasonably request;


 


(vi)            identifying
each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower
and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant
to this Agreement;


 


(vii)          notifying
the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim
(1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has
actual knowledge or has received notice; or (2) that could reasonably be expected to have a Material Adverse Effect;


 


(viii)         maintaining
the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;


 


(ix)            with
respect to each Collateral Loan included as part of the Collateral, making copies of the Related Documents available for inspection by
the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hours in accordance
with Section 5.03(d);


 


(x)            directing
the Collateral Agent to make payments pursuant to the terms of the Monthly Report in accordance with the Priority of Payments;


 


(xi)            directing
the acquisition, sale or substitution of Collateral in accordance with Article X;


 


(xii)           providing
assistance to the Borrower with respect to the purchase of Loans and sale of Collateral Loans;


 


(xiii)          instructing
the Obligors or related the administrative and paying agents under the Related Documents, as applicable, on the Collateral Loans to make
payments directly into the Collection Account;


 


(xiv)          preparing
the Monthly Reports and cooperating with the Collateral Administrator in its duties hereunder in the manner and at the times required
hereunder;


 


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


 


(xvi)          with
respect to each Loan proposed to be acquired by the Borrower, providing a Loan Checklist and Related Documents to the Document Custodian
(with an electronic copy provided to the Administrative Agent prior to the Term Loan, the proceeds of which are to be used to fund all
or a portion of such acquisition).


 






    -115-


     


    

 


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, it has the right to do so.


 


(b)            Exercise
of Remedies Not Release. Notwithstanding anything to the contrary contained herein, the exercise by the Administrative Agent, the
Collateral Agent, each Lender and the Secured Parties of their rights hereunder or any other Facility Document shall not release the Collateral
Manager or the Borrower from any of their duties or responsibilities with respect to the Collateral. The Secured Parties, the Administrative
Agent, each Lender and the Collateral Agent 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)            Application
of Obligor Payments. Any payment by an Obligor in respect of any indebtedness owed by it to the Borrower shall, except as otherwise
specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied
as a collection of a payment by such Obligor (starting with the oldest such outstanding payment due) to the extent of any amounts then
due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.


 


Section 11.03.     Liability
of the Collateral Manager; Indemnification of the Collateral Manager Persons.


 


(a)            The
Collateral Manager and any of its Affiliates, employees, shareholders, members, partners, assigns, representatives or agents (each such
individual or entity, which, for the avoidance of doubt, shall be deemed to include the Administrator and the Advisor, a “Collateral
Manager Person”) shall not be liable to the Borrower, any Lender, the Administrative Agent, the Lead Arranger, the Collateral
Agent, the Collateral Administrator, the Document Custodian or any other Person for any liability, loss (including amounts paid in settlement),
damages, judgments, costs, expenses (including reasonable attorneys’ fees and expenses, accountant’s fees and expenses and
the fees and expenses of other experts), demands, charges or claim (collectively, the “Damages”) incurred by reason
of any act or omission or alleged act or omission performed or omitted by such Collateral Manager Person, or for any decrease in the value
of the Collateral or any other losses suffered by any party; provided, however, that a Collateral Manager
Person shall be liable for any Damages that arise (i) by reason of any act or omission constituting bad faith, willful misconduct,
or gross negligence by any Collateral Manager Person in the performance of or reckless disregard of the Collateral Manager’s duties
hereunder or (ii) by any breach of the representations and warranties of the Collateral Manager expressly set forth in this Agreement
(each such breach, a “Collateral Manager Breach”).


 






    -116-


     


    

 


(b)            The
Collateral Manager may rely in good faith upon, and will incur no Damages for relying upon, (i) any authoritative source customarily
used by firms performing services similar to those services provided by the Collateral Manager under this Agreement, and (ii) the
advice of nationally recognized counsel, accountants or other advisors as the Collateral Manager determines reasonably appropriate in
connection with the services provided by the Collateral Manager under this Agreement.


 


(c)            In
no event shall the Collateral Manager be liable for special, indirect or consequential losses or damages of any kind whatsoever (including
but not limited to diminution in value or lost profits) even if the Collateral Manager has been advised of the likelihood of such damages
and regardless of the form of such action.


 


(d)            Each
Collateral Manager Person shall be held harmless and be indemnified by the Borrower for any Damages suffered by virtue of any acts or
omissions or alleged acts or omissions arising out of the activities of such Collateral Manager Person in the performance of the obligations
of the Collateral Manager under this Agreement or as a result of this Agreement, or the Borrower’s ownership interest in any portion
of the Collateral Loans, except to the extent any such Damage arises as a result of a Collateral Manager Breach. All amounts payable pursuant
to this Section 11.03 shall be payable in accordance with the Priority of Payments.


 


Section 11.04.     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, without limitation, 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 Secured Parties, the Collateral Agent, the Collateral
Administrator, the Administrative Agent or any Lender 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 and continuance of an Event of Default (unless otherwise waived by the Lenders in accordance
with Section 16.01), 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 Administrator, the Document Custodian and the Collateral Agent)
that the Secured Parties are exercising their control rights with respect to the Collateral in accordance with Section 6.02.


 






    -117-


     


    

 


Section 11.05.     Realization
Upon Defaulted Loans. The Collateral Manager will use reasonable efforts consistent with the
Collateral Management Standard, this Agreement and the Related Documents to exercise (on behalf of the Borrower and the Secured Parties)
available remedies (which may include liquidating, foreclosing upon or repossessing, as applicable, or otherwise comparably converting
the ownership of any related property) with respect to any Defaulted Loan. The Collateral Manager will comply with the Collateral Management
Standard, the Related Documents and Applicable Law in realizing upon such related property, and employ practices and procedures, including
reasonable efforts, consistent with the Collateral Management Standard and the Related Documents, to enforce all obligations of Obligors.
Without limiting the generality of the foregoing, the Collateral Manager may cause the sale of any such related property to the Collateral
Manager or its Affiliates for a purchase price equal to the then fair market value thereof, any such sale to be evidenced by a certificate
of a Responsible Officer of the Collateral Manager delivered to the Administrative Agent setting forth the Collateral Loan, the related
property, the sale price of the related property and certifying that such sale price is the fair market value of such related property.
The Collateral Manager will remit to the Collection Account the recoveries received in connection with the sale or disposition of related
property relating to any Defaulted Loan hereunder.


 


Section 11.06.     Collateral
Management Compensation. As compensation for its servicing and collateral management activities
hereunder and reimbursement for its expenses, the Collateral Manager shall be entitled to receive the Collateral Management Fee to the
extent of funds available therefor pursuant to the Priority of Payments, as applicable.


 


Section 11.07.     Payment
of Certain Expenses by Collateral Manager. The Collateral Manager (if the Collateral Manager
is an Affiliate of the Borrower) will be required to pay all expenses incurred by it in connection with its activities under this Agreement,
including fees and disbursements of its independent accountants, Taxes imposed on the Collateral Manager, expenses incurred by the Collateral
Manager in connection with the production of reports pursuant to this Agreement, and all other fees and expenses not expressly stated
under this Agreement for the account of the Borrower. The Collateral Manager shall be required to pay such expenses for its own account
and shall not be entitled to any payment therefor other than the Collateral Management Fee.


 


Section 11.08.     The
Collateral Manager Not to Resign; Assignment. The Collateral Manager shall not resign from the
obligations and duties hereby imposed on it except upon the Collateral Manager’s determination that the performance of its duties
hereunder is or becomes impermissible under Applicable Law. Any such determination permitting the resignation of the Collateral Manager
shall be evidenced by an opinion of counsel to such effect delivered to the Administrative Agent and each Lender. No such resignation
shall become effective until a Successor Collateral Manager shall have assumed the responsibilities and obligations of the Collateral
Manager in accordance with Section 11.09.


 






    -118-


     


    

 


Section 11.09.     Appointment
of Successor Collateral Manager. (a)  Upon resignation of the Collateral Manager pursuant
to Section 11.08, the Borrower may (with the consent of the Administrative Agent and the Required Lenders) at any time 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. Upon the occurrence and continuance of a Collateral Manager Termination Event, the Administrative Agent may
(with the consent of the Required Lenders and, in the case of a Collateral Manager Termination Event arising solely under Section 6.03(a),
with the consent of the BDC) at any time appoint a 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. No assignment of this Agreement by the Collateral Manager (including, without limitation, a change in control
or management of the Collateral Manager which would be deemed an “assignment” under the Investment Advisers Act of 1940, as
amended) shall be made unless such assignment is consented to in writing by the Borrower and the Administrative Agent (such consent not
to be unreasonably withheld or delayed); provided, however, that nothing herein shall be construed to restrict the ability
of the Administrative Agent to replace the Collateral Manager upon the occurrence of a Collateral Manager Termination Event pursuant to
Section 11.09 or any obligations of the Collateral Manager in connection with such provisions.


 


(b)            Upon
its appointment (the “Assumption Date”), the Successor Collateral Manager shall be the successor in all respects to
the Collateral Manager with respect to collateral management functions under this Agreement subject to and in accordance with the terms
of this Agreement (including without limitation Article XIII hereof) 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 not (i) be deemed to have assumed or to become liable for, or otherwise have any liability for, any duties, responsibilities,
actions performed, breaches, defaults, claims, obligations or liabilities of the terminated Collateral Manager or any other predecessor
Collateral Manager arising before the Assumption Date, (ii) have any obligation to pay any taxes required to be paid by the terminated
Collateral Manager or any other predecessor Collateral Manager (provided that the Successor Collateral Manager shall pay
any income taxes for which it is liable), (iii) have any liability for any failure to perform its duties as Collateral Manager, or
any loss or damages arising from such failure, that results from the actions (or inaction) of the terminated Collateral Manager or any
other predecessor Collateral Manager on or before the Assumption Date, (iv) have any obligation to perform advancing or repurchase
obligations, if any, of the Borrower, the terminated Collateral Manager or any other predecessor Collateral Manager unless it elects to
do so in its sole discretion, (v) have any obligation to pay any of the fees and expenses of any other party to the transaction contemplated
by this Agreement or any Facility Document, (vi) have any liability with respect to any of the representations and warranties of
any predecessor Collateral Manager under this Agreement, (vii) have any obligation to expend or risk its own funds or otherwise incur
any financial liability in the performance of its duties hereunder or in the exercise of any of its rights and powers, if, in its reasonable
judgment, it shall believe that repayment of such funds or adequate indemnity against such risk or liability is not assured to it and
(viii) have any obligation to file or record any financing statements or other documents in order to perfect or continue any security
interests contemplated by this Agreement unless it has been directed by the Administrative Agent to make such filing or recordation. The
indemnification obligations of the Successor Collateral Manager, upon becoming a Successor Collateral Manager, are expressly limited to
those arising on account of its failure to act in good faith and with reasonable care under the circumstances.


 






    -119-


     


    

 



 


(c)            The
Collateral Manager agrees to cooperate and use its commercially reasonable efforts in effecting the transition of the responsibilities
and rights of servicing of the Collateral, including, without limitation, the transfer to the Successor Collateral Manager for the administration
by it of all cash amounts that shall at the time be held by the Collateral Manager for deposit, or have been deposited by the Collateral
Manager, or thereafter received with respect to the Collateral and the delivery to the Successor Collateral Manager in an orderly and
timely fashion of all files and records with respect to the Collateral and a computer data file in readable form containing all information
necessary to enable the Successor Collateral Manager to service the Collateral. In addition, the Collateral Manager agrees to cooperate
and use its commercially reasonable efforts in providing, at the expense of the Collateral Manager, the Successor Collateral Manager with
reasonable access (including at the premises of the Collateral Manager) to the employees of the Collateral Manager, and any and all of
the books, records (in electronic or other form) or other information reasonably requested by it to enable the Successor Collateral Manager
to assume the servicing functions hereunder and under this Agreement and to maintain a list of key servicing personnel and contact information.


 


(d)            Notwithstanding
the Successor Collateral Manager’s assumption of, and its agreement to perform and observe, all duties, responsibilities and obligations
of the Collateral Manager under this Agreement arising on and after the Assumption Date, the Successor Collateral Manager shall not be
deemed to have assumed or to become liable for, or otherwise have any liability for, any duties, responsibilities, obligations or liabilities
of the initial Collateral Manager or any other predecessor Collateral Manager arising under the terms of this Agreement, arising by operation
of law or otherwise with respect to the period ending on the Assumption Date, including, without limitation, any liability for, any duties,
responsibilities, obligations or liabilities of the initial Collateral Manager or any other predecessor Collateral Manager arising on
or before the Assumption Date under this Agreement, regardless of when the liability, duty, responsibility or obligation of the initial
Collateral Manager or any other predecessor Collateral Manager therefor arose, whether provided by the terms of this Agreement arising
by operation of law or otherwise, and in no case will the Successor Collateral Manager have any liability for any failure to perform its
duties as Collateral Manager, or any loss or damages arising from such failure, that results from the actions (or inaction) of the initial
Collateral Manager or any other predecessor Collateral Manager on or before the Assumption Date.


 


(e)            The
Successor Collateral Manager undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it
being expressly understood by all parties hereto that there are no implied duties or obligations of the Successor Collateral Manager hereunder.


 


(f)            Notwithstanding
anything contained in this Agreement or any Facility Document to the contrary, the 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,
except to the extent that it knows such records or work product to be incorrect, and such Successor Collateral Manager shall have no duty,
responsibility, obligation or liability for the acts and omissions of the prior Collateral Manager or any other predecessor 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 commercially reasonable 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 commercially reasonable efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors
and Continued Errors and to prevent future Continued Errors. The Successor Collateral Manager shall be entitled to recover its costs thereby
expended in accordance with the Priority of Payments.


 






    -120-


     


    

 


(g)          The
Collateral Manager will, upon the request of the Successor Collateral Manager, provide the Successor Collateral Manager with a power of
attorney providing that the Successor Collateral Manager is authorized and empowered to execute and deliver, on behalf of the Collateral
Manager, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do so or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination or to perform the duties of the Collateral Manager under
this Agreement.


 


(h)          The
Successor Collateral Manager shall not be liable for an action or omission to act hereunder, except for its own willful misconduct, gross
negligence or bad faith. Under no circumstances will the Successor Collateral Manager be liable for indirect, special, consequential or
incidental damages, such as loss of use, revenue or profit. In no event shall the Successor Collateral Manager be liable to the Borrower
for any bad debts or other defaults by Obligors.


 


(i)           Except
as set forth herein, the Successor Collateral Manager shall have no duty to review any information regarding the Collateral Manager, including
any financial statements or the information set forth herein.


 


(j)           If
the Successor Collateral Manager is prevented from fulfilling its obligations hereunder as a result of government actions, regulations,
fires, strikes, accidents, acts of God or other causes beyond the control of such party, the Successor Collateral Manager shall use commercially
reasonable efforts to resume performance as soon as reasonably possible, and the Successor Collateral Manager’s obligations shall
be suspended for a reasonable time during which such conditions exist.


 






    -121-


     


    

 


Article XII


 


The Agents


 


Section 12.01.     Authorization
and Action. 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, 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 and the transactions contemplated hereby. As to any matters
not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or
take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from
acting) upon the written instructions of the Required Lenders or, with respect to the Collateral Agent, the Administrative Agent; provided
that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense
or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its
duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility
Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s reasonable
discretion, or provide to a similar effect, it shall not in its instructions (or, by refusing to provide instruction) to such Agent withhold
its consent or exercise its discretion in an unreasonable manner.


 


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 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 affirmative action to exercise or enforce any power, right or remedy available
to it under this Agreement or any Facility Document or Related Document unless and until directed by the Required Lenders (or the Administrative
Agent on their behalf).


 






    -122-


     


    

 


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


 


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 or the Required Lenders as to the course of action desired by it. If the Collateral Agent does not receive
such instructions within two Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take
or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such
two-Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with
such instructions.


 


If the Administrative Agent
fails to hold at least 20% of the outstanding Term Loan, the Required Lenders may remove the Administrative Agent and appoint a successor
Administrative Agent in accordance with Section 12.05.


 


Section 12.02.     Delegation
of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility
Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such
duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable
care.


 


Section 12.03.     Agent’s
Reliance, Etc. (a) Neither Agent nor any of its respective directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any
of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of
the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, counsel for the Borrower or the Collateral
Manager or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes
no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person
for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other
Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any
of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents on the part of the Borrower
or 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,
genuineness, sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document or any other instrument
or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral;
and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon
(or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction
or other instrument or writing (which may be delivered by facsimile, email, cable, telex or other electronic transmission, if acceptable
to it) reasonably believed by it to be genuine and signed or sent by the proper party or parties. No Agent shall have any liability to
the Borrower or any Lender or any other Person for the Borrower’s, the Collateral Manager’s or any Lender’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.


 






    -123-


     


    

 


(b)            No
Agent shall be liable for the actions or omissions of any other Agent (including without limitation 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 Documents or any Related Documents, or their duties thereunder. Each Agent shall be entitled to assume the due authority
of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including, without limitation,
the 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 without limitation for
refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or
refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the
Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a
court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility
Documents or Related Documents 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 or consequential damages (included but not limited to 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 16.02. Any electronically signed document delivered via email from a
person purporting to be a Responsible Officer shall be considered signed or executed by such Responsible Officer on behalf of the applicable
Person. No Agent shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature
and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto. 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, electronic transmission 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, bad faith, reckless disregard or grossly negligent performance
or omission of its duties.


 






    -124-


     


    

 


(c)            No
Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include
but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact,
fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.


 


(d)            The
delivery of reports, and other documents and information to the Collateral Agent hereunder or under any other Facility Document or Related
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 that are afforded to it in this Agreement.


 


(e)            Each
Lender acknowledges that except as expressly set forth in this Agreement, the Collateral Agent has not made any representation or warranty
to it, and that no act by the Collateral 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 the Collateral Agent to any Secured Party as
to any matter. Each Lender represents to the Collateral Agent that it has, independently and without reliance upon the Collateral 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 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 the Collateral 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. The Collateral Agent shall not 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 the Collateral Agent.


 






    -125-


     


    

 


(f)            The
Collateral Agent shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of any applicable
Benchmark, or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark
Transition Event or Benchmark Replacement date, (ii) to select, determine or designate any alternative benchmark rate or Benchmark
Replacement, or other successor or replacement benchmark rate, or whether any conditions to the designation of such a rate have been satisfied,
or  (iii) to select, determine or designate any benchmark replacement adjustment, or other modifier to any replacement or successor
rate, or (iv) to determine  whether or what Conforming Changes are necessary or advisable, if any, in connection with any of
the foregoing.  The Collateral Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties
set forth in this Agreement as a result of the unavailability of any applicable Benchmark and absence of a designated replacement Benchmark,
including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation
the Administrative Agent, in providing any direction, instruction, notice or information required or contemplated by the terms of this
Agreement and reasonably required for the performance of such duties.


 


Section 12.04.     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 16.04 or otherwise) from and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, demands, charges, costs, expenses (including, without limitation, fees and expenses of agents, experts or attorneys)
or disbursements of any kind or nature whatsoever 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, obligations, losses, damages, penalties, actions, judgments, suits, demands, charges, costs,
expenses or disbursements 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, obligations, losses, damages, penalties, actions,
judgments, suits, demands, charges, costs, expenses or disbursements (for purposes hereof, “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 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 of the other
Facility Documents, unless such Lenders shall have provided to the Collateral Agent security or indemnity reasonably satisfactory to it
against the costs, expenses (including reasonable and documented fees and expenses of agents, experts and attorneys) and Liabilities which
might reasonably be incurred by it in compliance with such request or direction, whether such indemnity is provided under this Section 12.04
or otherwise). The rights of the Agents and obligations of the Lenders under or pursuant to this Section 12.04 shall survive
the termination of this Agreement, and the earlier removal or resignation of any Agent hereunder.


 






    -126-


     


    

 


Section 12.05.     Successor
Agents. Subject to the terms of this Section 12.05, each Agent may, upon thirty days’
notice to the Lenders and the Borrower, resign as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign then
the Required Lenders shall appoint a successor agent. If for any reason a successor agent is not so appointed and does not accept such
appointment within thirty days of notice of resignation such Agent may appoint a successor agent. The appointment of any successor Agent
shall be subject to the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided
that the consent of the Borrower to any such appointment shall not be required if (i) an Event of Default shall have occurred and
is continuing or, (ii) if such successor Agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent
shall be effective upon the appointment of a successor agent pursuant to this Section 12.05. After the effectiveness of any
retiring Agent’s resignation hereunder as Agent, the retiring Agent shall be discharged from its duties and obligations hereunder
and under the other Facility Documents and the provisions of this Article XII 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.
Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation
to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral
Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the
parties to this Agreement.


 


Section 12.06.     Administrative
Agent’s Capacity as a Lender. The Person serving as the Administrative Agent hereunder
shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not
the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind
of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.


 


Section 12.07. Compensation
of Collateral Agent. As compensation for its Collateral Agent activities hereunder, the Collateral Agent shall be entitled to fees
pursuant to the Collateral Agent, Document Custodian, Collateral Administrator and Intermediary Fee Letter and any other reasonable and
documented out-of-pocket fees, expenses (including reasonable and documented out-of-pocket fees, costs and expenses of agents, experts
and attorneys) and indemnity amounts payable by the Borrower or the Collateral Manager to the Collateral Agent under the Facility Documents.


 


Section 12.08.
Recovery of Erroneous Payments. (a)  If the Collateral Agent or the Administrative Agent (a “Payor”)
notifies a Lender or Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party (any such Lender,
Secured Party or other recipient, a “Payment Recipient”) that the Payor has determined in its sole discretion
(whether or not after receipt of any notice under Section 12.08(b)) that any funds received by such Payment Recipient from
the Payor or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient
(whether or not known to such Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment,
prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous
Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times
remain the property of the Payor, and such Lender or Secured Party shall (or, with respect to any Payment Recipient who received such
funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one Business Day thereafter, return to
the Payor the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the
currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion
thereof) was received by such Payment Recipient to the date such amount is repaid to the Payor in same day funds at the greater of the
Federal Funds Rate and a rate determined by the Payor in accordance with banking industry rules on interbank compensation from time
to time in effect. A notice of the Payor to any Payment Recipient under this Section 12.08(a) shall be conclusive, absent
manifest error.


 






    -127-


     


    

 


(b)            Without
limiting Section 12.08(a),
each Payment Recipient hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment,
prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Payor (or any of its Affiliates) (x) that
is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the
Payor (or any of its Affiliates) with respect to such payment, prepayment or repayment (a “Payment Notice”), (y) that
was not preceded or accompanied by a Payment Notice, or (z) that such Payment Recipient otherwise becomes aware was transmitted,
or received, in error or by mistake (in whole or in part) in each case:


 


(i)            an
error may have been made (in the case of immediately preceding clauses (x) or (y)) or an error has been made (in the
case of immediately preceding clause (z)) with respect to such payment, prepayment or repayment; and


 


(ii)            such
Payment Recipient shall promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Payor of its
receipt of such payment, prepayment or repayment, the details thereof and that it is so notifying the Payor pursuant to this Section 12.08(b).


 


(c)            Each
Lender or Secured Party hereby authorizes the Payor to set off, net and apply any and all amounts at any time owing to such Lender or
Secured Party under any Facility Document, or otherwise payable or distributable by the Payor to such Lender or Secured Party from any
source, against any amount due to the Payor under Section 12.08(a) or under the indemnification provisions of this Agreement.


 


(d)            In
the event an Erroneous Payment (or portion thereof) is not recovered by the Payor for any reason, after demand therefor by the Payor in
accordance with Section 12.08(a), from any Lender that has received such Erroneous Payment (or portion thereof) (or from any
Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous
Payment Return Deficiency”), upon the Payor’s request to such Lender at any time, (i) such Lender shall be deemed
to have assigned its Term Loan with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”)
in an amount equal to the Erroneous Payment Return Deficiency (such assignment of the Term Loan of the Erroneous Payment Impacted Class,
the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with any assignment fee
to be waived by the Payor in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and
Acceptance (or, to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to any trading
platform as to which the Payor and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, (ii) the
Payor as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment and (iii) upon such deemed acquisition,
the Payor as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the
assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the
avoidance of doubt, its obligations under the indemnification provisions of this Agreement which shall survive as to such assigning Lender.


 






    -128-


     


    

 


(e)            The
parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the
Borrower, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment
that is, comprised of funds received by the Payor from the Borrower for the purpose of making such Erroneous Payment.


 


(f)            To
the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Payor for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge
for value” or any similar doctrine.


 


(g)           Each
party’s obligations, agreements and waivers under this Section 12.08 shall survive the resignation or replacement of
the Payor, any transfer of rights or obligations by, or the replacement of, a Lender, and/or the repayment, satisfaction or discharge
of all Obligations (or any portion thereof) under any Facility Document.


 


Article XIII


 


Reserved


 


Article XIV


 


The Document
Custodian


 


Section 14.01.     Designation
of Document Custodian.


 


(a)            Initial
Document Custodian. The role of Document Custodian with respect to the Related Documents delivered to it shall be conducted by the
Person designated as Document Custodian hereunder from time to time in accordance with this Section 14.01. Until the Administrative
Agent shall give to U.S. Bank a Document Custodian Termination Notice, U.S. Bank is hereby appointed as, and hereby accepts such appointment
and agrees to perform the duties and obligations of, Document Custodian pursuant to the terms hereof.


 






    -129-


     


    

 


(b)            Successor
Document Custodian. Upon the Document Custodian’s receipt of a Document Custodian Termination Notice from the Administrative
Agent of the designation of a successor Document Custodian pursuant to the provisions of Section 14.05, the Document Custodian
agrees that it will terminate its activities as Document Custodian hereunder. Upon the resignation of the Document Custodian, the Administrative
Agent shall appoint a successor Document Custodian and if it does not do so within thirty days of the Document Custodian’s resignation,
the Document Custodian may petition a court of competent jurisdiction for the appointment of a successor.


 


Section 14.02.     Duties
of Document Custodian.


 


(a)            Appointment.
Each of the Borrower and the Administrative Agent hereby designate and appoint the Document Custodian to act as its agent and hereby authorizes
the Document Custodian to take such actions on its behalf and to exercise such powers and perform such duties as are expressly granted
to the Document Custodian by this Agreement. The Document Custodian hereby accepts such agency appointment to act as Document Custodian
pursuant to the terms of this Agreement, until its resignation or removal as Document Custodian pursuant to the terms hereof.


 


(b)            Duties.
On or before the Funding Effective Date, and until its removal pursuant to Section 14.05, the Document Custodian shall perform,
on behalf of the Administrative Agent and the other Secured Parties, the following duties and obligations:


 


(i)            The
Document Custodian shall take and retain custody of the Related Documents delivered to it by the Borrower or the Collateral Manager (on
behalf of the Borrower) pursuant to Section 7.05 in accordance with the terms and conditions of this Agreement, all for the
benefit of the Secured Parties and subject to the Lien thereon in favor of the Administrative Agent, as agent for the Secured Parties.
Within five Business Days of its receipt of the Related Documents and Loan Checklist (the “Review Period”), the Document
Custodian shall review the Related Documents delivered to it to confirm that (A) if the Loan Checklist or electronic files delivered
per the following sentence indicate that any document must contain an original signature, each such document appears to bear the original
signature, or if the Loan Checklist or electronic file indicates that such document may contain a copy of a signature, that such copies
appear to bear a reproduction of such signature and (B) based on a review of the applicable note, the related initial principal loan
balance when entered into or obtained by the Borrower, loan identification number and Obligor name with respect to such Collateral Loan
is referenced on the related Loan Checklist or electronic file and does not appear to be a duplicate Collateral Loan (such items (A) through
(B) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the Document Custodian,
in connection with each delivery of Related Documents for a Collateral Loan hereunder to the Document Custodian, the Collateral Manager
shall provide to the Document Custodian an electronic file (in EXCEL or a comparable format acceptable to the Document Custodian) or the
related Loan Checklist that contains a list of all Related Documents for such Loan and whether they require original signatures, the loan
identification number and the name of the Obligor and the initial principal loan balance when entered into or obtained by the Borrower
with respect to each related Collateral Loan. Notwithstanding anything herein to the contrary, the Document Custodian’s obligation
to review the Related Documents shall be limited to reviewing such Related Documents based on the information provided on the Loan Checklist
or electronic file as the case may be. In receiving any Related Documents hereunder, and in maintaining any listing or providing any report
or communication with respect to the Related Documents held hereunder, the Document Custodian shall be required only to review such Related
Documents in accordance with the Review Criteria. Within one Business Day after the end of the Review Period, the Document Custodian shall
notify the Borrower, the Collateral Manager, the Administrative Agent and the Collateral Agent in writing of any Related Documents listed
on the Loan Checklist not included in the Related Documents so delivered to the Document Custodian and any other exceptions to the Review
Criteria substantially in the form of Exhibit L attached hereto (the “Custodial Certificate”). After the
Document Custodian’s delivery of the Custodial Certificate, the Collateral Manager shall have ten Business Days to correct any non-compliance
with any Review Criteria. In addition, if requested in writing in the form of Exhibit E-1 by the Collateral Manager and approved
by the Administrative Agent within ten Business Days of the Document Custodian’s delivery of such Custodial Certificate, the Document
Custodian shall return the Related Documents for any Collateral Loan which fails to satisfy a Review Criteria to the Borrower. Other than
the foregoing, the Document Custodian shall not have any responsibility for reviewing any Related Documents.


 






    -130-


     


    

 


(ii)            In
taking and retaining custody of the Related Documents, the Document Custodian shall be deemed to be acting as the custodian of the Secured
Parties, and has no instructions to hold any Related Documents for the benefit of any Person other than the Secured Parties; provided
that the Document Custodian makes no representations as to the existence, perfection or priority of any Lien on the Related Documents
or the instruments therein; and provided further that the Document Custodian’s duties as custodian shall be limited
to those expressly contemplated herein. In so taking and retaining custody of the Related Documents, the Document Custodian shall be deemed
to be acting for the purpose of perfecting the Collateral Agent’s security interest therein under the UCC.


 


(iii)            The
Document Custodian shall maintain continuous custody of all items in its possession in secure facilities in accordance with customary
standards for such custody and shall reflect in its records the interest of the Secured Parties therein. Each Related Document which comes
into the possession of the Document Custodian (other than documents delivered electronically) shall be maintained in fire-resistant vaults
or cabinets at the office of the Document Custodian specified in Schedule 5 or at such other offices as shall be specified to the
Administrative Agent, the Borrower and the Collateral Manager in a written notice at least thirty (30) days prior to such change. Each
Related Document shall be marked with an appropriate identifying label and maintained in such manner so as to permit retrieval and access
by the Document Custodian and the Administrative Agent. The Document Custodian shall keep the Related Documents clearly segregated from
any other documents or instruments in its files.


 






    -131-


     


    

 


(iv)           On
each Payment Date, the Document Custodian shall provide a written report to the Administrative Agent and the Collateral Manager (in a
form acceptable to the Administrative Agent) identifying each Collateral Loan for which it holds Related Documents, the non-complying
Collateral Loans and the applicable Review Criteria that any non-complying Collateral Loan fails to satisfy.


 


(v)            In
performing its duties, the Document Custodian shall use a similar degree of care and attention as it employs with respect to similar collateral
that it holds as Document Custodian for others.


 


(vi)           In
no event shall the Document Custodian be liable for special, indirect or consequential losses or damages of any kind whatsoever (including
but not limited to lost profits) even if the Document Custodian has been advised of the likelihood of such damages and regardless of
the form of such action.


 


(vii)          Notwithstanding
anything herein to the contrary, delivery of the Collateral Loans acquired by the Borrower which constitute Noteless Loans or Participations
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 Document Custodian (as part of the Related Documents) of (i) in the case
of a Noteless Loan, 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, and (ii) in the case of a Participation, a copy
of the related participation agreement. Any duty on the part of the Document Custodian with respect to the custody of such Collateral
Loans shall be limited to the exercise of reasonable care by the Document Custodian in the physical custody of any such Related Documents
delivered to it, including any related instrument, security, credit agreement, assignment agreement and/or other agreements or documents,
if any (collectively, “Financing Documents”), that may be delivered to it as part of the Related Documents.


 


(viii)         The
Document Custodian may assume the genuineness of any such Financing Document it may receive and the genuineness and due authority of
any signatures appearing thereon, and shall be entitled to assume that each such Financing Document it may receive is what it purports
to be. If an original “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47)
of the UCC, respectively, is or shall be or become available with respect to any Collateral Loan to be held by the Document Custodian
under this Agreement, it shall be the sole responsibility of the Borrower to make or cause delivery thereof to the Document Custodian,
and the Document 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
Document Custodian.


 






    -132-


     


    

 


(ix)            With
respect to the documents comprising each Related Document, the Document Custodian shall (i) act exclusively as Document Custodian
for the Secured Parties, (ii) hold all documents constituting such Related Document received by it for the exclusive use and benefit
of the Secured Parties and (iii) make disposition thereof only in accordance with the terms of this Agreement or with written instructions
furnished by the Administrative Agent; provided, that in the event of a conflict between the terms of this Agreement and
the written instructions of the Administrative Agent, the Administrative Agent’s written instructions shall control.


 


(x)             The Document
Custodian shall accept only written instructions of a Responsible Officer of the Borrower, Collateral Agent, Collateral Manager or Administrative
Agent concerning the use, handling and disposition of the Related Documents.


 


(xi)            In
the event that (i) the Borrower, the Administrative Agent, the Administrative Agent, any Agent, the Collateral Manager, the Document
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 Related Document or a document included within a Related Document or (ii) a third party shall institute any court proceeding
by which any Related Document or a document included within a Related Document shall be required to be delivered otherwise than in accordance
with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties
to this Agreement (to the extent not prohibited by Applicable Law) copies of all court papers, orders, documents and other materials concerning
such proceedings. The Document Custodian shall, to the extent permitted by Applicable Law, continue to hold and maintain all the Related
Documents 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 Document Custodian shall dispose of such Related Document
or a document included within such Related Document as directed by the Administrative Agent, which shall give a direction consistent with
such determination. The reasonable and documented out-of-pocket expenses of the Document Custodian incurred as a result of such proceedings
shall be borne by the Borrower and paid in accordance with Section 16.04.


 






    -133-


     


    

 


(xii)            The
Document Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of
any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Document Custodian, or the
Administrative Agent. The Document Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including a Collateral
Manager Termination Event, unless a Responsible Officer of the Document Custodian has knowledge of such matter or written notice thereof
is received by the Document Custodian.


 


Section 14.03.     Merger
or Consolidation. Any Person (i) into which the Document Custodian may be merged or consolidated,
(ii) that may result from any merger or consolidation to which the Document Custodian shall be a party, or (iii) that may succeed
to the properties and assets of the Document Custodian substantially as a whole, which Person in any of the foregoing cases executes an
agreement of assumption to perform every obligation of the Document Custodian hereunder, shall be the successor to the Document Custodian
under this Agreement without further act of any of the parties to this Agreement.


 


Section 14.04.     Document
Custodian Compensation and Indemnification. As compensation for its Document Custodian activities
hereunder, the Document Custodian shall be entitled to fees pursuant to Collateral Agent, Document Custodian, Collateral Administrator
and Intermediary Fee Letter. The Document Custodian’s entitlement to receive the fees under the Collateral Agent, Document Custodian,
Collateral Administrator and Intermediary Fee Letter shall cease on the earlier to occur of: (i) its removal as Document Custodian
and appointment and acceptance by the successor custodian pursuant to Section 14.05 and the Document Custodian has ceased
to hold any Related Documents or (ii) the termination of this Agreement. Upon termination of this Agreement or earlier resignation
or removal of the Document Custodian, the Borrower shall pay to the Document Custodian such compensation, and shall likewise reimburse
the Document Custodian for its costs, expenses and disbursements, as may be due as of the date of such termination, resignation or removal,
as the case may be. For the avoidance of doubt, the Document Custodian shall be entitled to all of the benefits of the indemnification
provisions to the extent and in the manner set forth in Section 16.04. All indemnifications in favor of the Document Custodian
under this Agreement shall survive the termination of this Agreement, or any resignation or removal of the Document Custodian. The Borrower
agrees to pay or reimburse to the Document Custodian upon its request from time to time all costs, disbursements, advances, and expenses
(including reasonable fees and expenses of agents, experts and legal counsel) incurred, in connection with the preparation, execution,
performance or enforcement of this Agreement, or in connection with the transactions contemplated hereby or performance by the Document
Custodian of its duties and services under this Agreement (including costs and expenses of any action deemed necessary by the Document
Custodian to collect any amounts owing to it under this Agreement).


 






    -134-


     


    

 


Section 14.05.     Document
Custodian Resignation and Removal.


 


(a)            The
Document Custodian may be removed, with or without cause, by the Administrative Agent by notice given in writing to the Document Custodian
and the Collateral Agent (the “Document Custodian Termination Notice”); provided that notwithstanding
its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and shall continue
to be entitled to receive fees) until a successor Document Custodian has been appointed, has agreed to act as Document Custodian hereunder,
and has received all Related Documents held by the previous Document Custodian. Any such appointment shall be accomplished by written
instrument and one original counterpart of such instrument of appointment shall be delivered to the Document Custodian and the successor
custodian, with a copy delivered to the Administrative Agent, the Borrower, the Collateral Agent and the Collateral Manager.


 


(b)            The
Document Custodian shall not resign from the obligations and duties hereby imposed on it except upon (a)  written notice to the Borrower,
the Collateral Manager and the Administrative Agent, or (b) the Document Custodian’s determination that (i) the performance
of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Document
Custodian could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting
the resignation of the Document Custodian shall be evidenced as to clause (i) above by an opinion of counsel to such
effect delivered to the Administrative Agent. No such resignation shall become effective until a successor custodian shall have assumed
the responsibilities and obligations of the Document Custodian hereunder. Promptly after receipt of notice of the Document Custodian’s
resignation, the Administrative Agent shall promptly appoint a successor custodian by written instrument, in duplicate, copies of which
instrument shall be delivered to the Borrower, the Collateral Manager, each Agent, the resigning Document Custodian and to the successor
custodian.


 


(c)            In
the event of any such resignation or removal, the Document Custodian shall, no later than five (5) Business Days after receipt of
notice of the successor custodian, transfer to the successor custodian, as directed in writing by the Administrative Agent, all the Related
Documents being administered under this Agreement. The cost of the shipment of Related Documents arising out of the resignation of the
Document Custodian pursuant to Section 14.05(b) shall be at the expense of the Document Custodian. Any reasonable and
documented out-of-pocket cost of shipment arising out of the removal or discharge of the Document Custodian pursuant to Section 14.05(a) shall
be at the expense of the Borrower and paid in accordance with Section 16.04.


 






    -135-


     


    

 


Section 14.06.     Limitation
on Liability.


 


(a)           The
Document Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice,
letter, facsimile, email, electronic transmission or other document delivered to it and that in good faith it reasonably believes to
be genuine and that has been signed by the proper party or parties. The Document Custodian may rely conclusively on and shall be fully
protected in acting upon (a) the written instructions (including any instructions provided by facsimile, email or other electronic
transmission) of any designated officer of the Administrative Agent or (b) the verbal instructions of the Administrative Agent.


 


(b)           The
Document Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or
opinion of such counsel. The Document Custodian may exercise any of its rights or powers hereunder or perform any of its duties hereunder
either directly or by or through agents or attorneys, and the Document Custodian shall not be responsible for any misconduct or negligence
on the part of any agent or attorney appointed hereunder with due care by it. Each of the protections, reliances, indemnities and immunities
offered to the Collateral Agent in Article XII shall be afforded to the Document Custodian.


 


(c)           The
Document Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or
for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except, notwithstanding anything
to the contrary contained herein, in the case of its willful misconduct, bad faith or grossly negligent performance or omission of its
duties and in the case of its grossly negligent performance of its duties in taking and retaining custody of the Related Documents.


 


(d)           The
Document Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement)
as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Collateral,
and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement)
of any of the Collateral. The Document Custodian shall not be obligated to take any action hereunder that might in its judgment involve
any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it.


 


(e)           The
Document Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this
Agreement and no covenants or obligations shall be implied in this Agreement against the Document Custodian.


 


(f)            The
Document Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder.


 


(g)          It
is expressly agreed and acknowledged that the Document Custodian is not guaranteeing performance of or assuming any liability for the
obligations of the other parties hereto or any parties to the Collateral.


 






    -136-


     


    

 


(h)            Without
prejudice to the generality of the foregoing, the Document Custodian shall be without liability to the Borrower, Collateral Manager, the
Administrative Agent or any other Person for any failure or delay in the performance or its obligations hereunder because of, or for any
damage or loss resulting from or caused by, events or circumstances beyond the Document Custodian’s reasonable control, including
nationalization, expropriation, currency restrictions, the interruption, disruption or suspension of the normal procedures and practices
of any securities market, power, mechanical, communications or other technological failures or interruptions, computer viruses or the
like, fires, floods, earthquakes or other natural disasters, civil and military disturbance, acts of war or terrorism, riots, revolution,
acts of God, work stoppages, strikes, national disasters of any kind, or other similar events or acts; errors by the Borrower, the Collateral
Manager, Collateral Administrator or the Administrative Agent (including any Responsible Officer of any thereof) in its instructions to
the Document Custodian; or changes in applicable law, regulation or orders.


 


(i)            In
the event that (i) the Borrower, Collateral Agent, the Collateral Administrator, the Collateral Manager, the Administrative Agent,
Lenders or Document Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to
any Loan or Related Documents or (ii) a third party shall institute any court proceeding by which any Related Document shall be required
to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver
or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning
such proceedings. The Document Custodian shall, to the extent permitted by law, continue to hold and maintain all the Related Documents
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 Document Custodian shall dispose of such Related Documents as directed
by the Collateral Agent or Administrative Agent, which shall give a direction consistent with such determination. Expenses of the Document
Custodian incurred as a result of such proceedings shall be borne by the Borrower.


  


Section 14.07.     Delivery
of Related Documents. (a) The Borrower shall deliver, or cause to be delivered, to the Document
Custodian all of the Related Documents for each Collateral Loan owned by the Borrower at any time during the term of this Agreement at
the address identified herein. The Document Custodian shall not be responsible for any Collateral Loan or Related Document until actually
received by it.


 


(b)            The
Borrower or the Collateral Manager (on behalf of the Borrower) shall deliver, promptly after the acquisition of any Collateral Loan (but
no more than five (5) Business Days after such acquisition) the Related Documents for each Collateral Loan. In connection with each
delivery of Related Documents to the Document Custodian, the Collateral Manager shall represent, warrant and agree that the Related Documents
delivered to the Document Custodian shall include all of the documents listed in the related Loan Checklist and all of such documents
are complete in all material respects pursuant to a certification in the form of Exhibit G executed by a Responsible Officer
of the Collateral Manager.


 


(c)            Notwithstanding
any language to the contrary herein, the Document Custodian shall make no representations as to, and shall not be responsible to verify,
(i) the validity, legality, ownership, title, perfection, priority, enforceability, due authorization, recordability, sufficiency
for any purpose, or genuineness of any of the documents contained in the Related Documents or (ii) the collectability, insurability,
effectiveness or suitability of any such Collateral Loan.


 






    -137-


     


    

 


Section 14.08.     Release
of Related Documents.


 


(a)            Release
for Servicing. From time to time and as appropriate for the enforcement or servicing of any of the Collateral, the Document Custodian
is hereby authorized (unless and until such authorization is revoked by the Administrative Agent) to, and shall, upon written receipt
from the Collateral Manager of a request for release of documents and receipt in the form annexed hereto as Exhibit E-1 a
(“Request for Release of Related Documents”), release to the Collateral Manager within two Business Days of receipt
of such request, the Related Documents or the documents set forth in such Request for Release of Related Documents. All documents so released
to the Collateral Manager shall be held by the Collateral Manager in trust for the benefit of the Administrative Agent in accordance with
the terms of this Agreement. The Collateral Manager shall return to the Document Custodian the Related Documents or other such documents
(i) promptly upon the request of the Administrative Agent, or (ii) when the Collateral Manager’s need therefor in connection
with such enforcement or servicing no longer exists. Upon receipt of a certificate of the Collateral Manager substantially in the form
of Exhibit E-2 (a “Certificate for Release of Related Documents”), with a copy to the Administrative Agent
(who shall forward a copy to the Collateral Agent), stating that such Collateral Loan was either (x) liquidated and that all amounts
received or to be received in connection with such liquidation that are required to be deposited have been so deposited, (y) sold
pursuant to a sale in accordance with Section 10.01, or (z) repurchased or substituted in accordance with Section 10.03,
the Document Custodian shall within three (3) Business Days of its receipt of such Certificate for Release of Related Documents,
release the requested Related Documents to the Collateral Manager, and the Collateral Manager will not be required to return the Related
Documents to the Document Custodian.


 


(b)            Release
for Payment. Upon receipt by the Document Custodian of the Collateral Manager’s Request for Release of Related Documents (which
certification shall include a statement to the effect that all amounts received in connection with such payment or repurchase have been
credited to the Collection Account as provided in this Agreement), the Document Custodian shall promptly release the Related Documents
to the Collateral Manager.


 


Section 14.09.     Return
of Related Documents. The Borrower may, with the prior written consent of the Administrative
Agent (such consent not to be unreasonably withheld), require that the Document Custodian return each Related Document (as applicable),
respectively (a) delivered to the Document Custodian in error, (b) as to which the Lien on the underlying assets securing such
related Collateral Loan has been so released pursuant to Section 7.02, (c) that has been the subject of a discretionary
sale or any sale of a loan pursuant to Section 10.01 or substitution pursuant to Section 10.03 or (d) that
is required to be redelivered to the Borrower in connection with the termination of this Agreement, in each case by submitting to the
Document Custodian and the Administrative Agent a written Request for Release of Related Documents (signed by both the Borrower and the
Administrative Agent) specifying the Collateral to be so returned and reciting that the conditions to such release have been met (and
specifying the Section or Sections of this Agreement being relied upon for such release). The Document Custodian shall upon its receipt
of each such Request for Release of Related Documents executed by the Borrower and the Administrative Agent promptly, but in any event
within two Business Days, return the Related Documents so requested to the Borrower.


 






    -138-


     


    

 


Section 14.10.     Access
to Certain Documentation and Information Regarding the Collateral; Audits.


 


(a)            The
Collateral Manager and the Document Custodian shall provide to the Administrative Agent access to the Related Documents and all other
documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement
of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access
being afforded without charge (but, with respect to the Document Custodian, at the expense of the Borrower) but only (i) upon two
Business Days’ prior written request, (ii) during normal business hours and (iii) subject to the Collateral Manager’s
and Document Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may,
and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use reasonably commercial efforts
to schedule any review on a day when Lenders desiring to participate in such review may be included. From time to time at the discretion
of the Administrative Agent, the Administrative Agent may review the Collateral Manager’s collection and administration of the Collateral
in order to assess compliance by the Collateral Manager with ARTICLE XI and may conduct an audit of the Collateral, and Related
Documents in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of
time, in each case subject to the provisions of Section 5.03(e). The Collateral Manager hereby agrees to cause each of the
Administrator and the Advisor, as applicable, to provide access to the Related Documents and all other documentation regarding the Collateral
and allow the Administrative Agent the right to review their collection and administration of the Collateral, as required under this Section 14.10(a).


 


(b)            Without
limiting the foregoing provisions of Section 14.10(a), from time to time on request of the Administrative Agent, the Document
Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct a
review of the Related Documents and all other documentation regarding the Collateral. Up to one such review per fiscal year shall be at
the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided
that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless of frequency, shall be at the
expense of the Borrower.


 


Section 14.11.     Representations
and Warranties of the Document Custodian. The Document Custodian in its individual capacity and
as Document Custodian represents and warrants as follows:


 


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


 


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


 






    -139-


     


    

 


(c)            No
Conflict.  The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment
of the terms hereof will not conflict with, result in any breach of its articles of incorporation or bylaws or any of the 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 the Document Custodian is a party or by which it or any of its property is bound.


 


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


 


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


 


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


 


Section 14.12.     Covenants
of the Document Custodian.


 


(a)            Affirmative
Covenants of the Document Custodian.


 


(i)            Compliance
with Law. The Document Custodian will comply in all material respects with all Applicable Law.


 


(ii)          Preservation
of Existence. The Document Custodian will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction
of its formation and qualify and remain qualified in good standing in each jurisdiction where failure to preserve and maintain such existence,
rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect.


 


(iii)         Location
of Related Documents. Subject to Section 14.08, the Related Documents shall remain at all times in the possession of the
Document Custodian at the Corporate Trust Office of the Document Custodian unless notice of a different address is given in accordance
with the terms hereof or unless the Administrative Agent agrees to allow certain Related Documents to be released to the Collateral Manager
on a temporary basis in accordance with the terms hereof, except as such Related Documents may be released pursuant to this Agreement.


 






    -140-


     


    

 


(b)            Negative
Covenants of the Document Custodian.


 


(i)            Related
Documents.  The Document Custodian will not dispose of any documents constituting the Related Documents in any manner that is inconsistent
with the performance of its obligations as the Document Custodian pursuant to this Agreement.


 


(ii)            No
Changes to Document Custodian Fee. The Document Custodian will not make any changes to the custodian fee set forth in the Collateral
Agent, Document Custodian, Collateral Administrator and Intermediary Fee Letter without the prior written approval of the Administrative
Agent and the Borrower.


 


Section 14.13.
Transmission of Related Documents. Written instructions as to the method of shipment and shipper(s) the Document Custodian
is directed to utilize in connection with the transmission of Related Documents in the performance of the Document Custodian’s duties
hereunder shall be delivered by the Borrower or the Collateral Manager to the Document Custodian prior to any shipment of any Related
Documents hereunder. In the event the Document Custodian does not receive such written instruction from the Borrower or the Collateral
Manager, the Document Custodian shall be authorized and indemnified as provided herein to utilize a nationally recognized courier service.
The Collateral Manager shall arrange for the provision of such services at the sole cost and expense of the Borrower (or, at the Document
Custodian’s option, reimburse the Document Custodian for all reasonable and documented out-of-pocket costs and expenses incurred
by the Document Custodian consistent with such instructions in accordance with Section 16.04) and shall maintain such insurance
against loss or damage to the Related Documents as the Collateral Manager deems appropriate.


 


Section 14.14
Document Custodian as Agent of Collateral Agent. The Document Custodian agrees that, with respect to any Related Document at any
time or times in its possession or held in its name, the Document Custodian shall be the agent and custodian of the Collateral Agent,
for the benefit of the Secured Parties, for purposes of perfecting (to the extent not otherwise perfected) the Collateral Agent’s
security interest in the Collateral and for the purpose of ensuring that such security interest is entitled to first priority status under
the UCC. For so long as the Document Custodian is the same entity as the Collateral Agent, the Document Custodian shall be entitled to
the same rights and protections afforded to the Collateral Agent hereunder.


 






    -141-


     


    

 


Article XV


 


The Collateral
Administrator


 


Section 15.01.     Powers
and Duties of Collateral Administrator. (a)  U.S. Bank shall act as Collateral Administrator
pursuant to the terms of this Agreement, until U.S. Bank’s resignation or removal as Collateral Administrator pursuant to Section 15.04
hereof. In such capacity, the Collateral Administrator shall assist the Borrower and the Collateral Manager by maintaining a database
of certain characteristics with respect to the Collateral on an ongoing basis, and in providing to the Borrower and the Collateral Manager
certain reports, calculations and other data (as may be mutually agreed upon by the parties hereto), which reports, calculations and other
data the Borrower or the Collateral Manager on its behalf, and/or the Collateral Administrator is required to prepare and deliver (or
which are necessary to be performed in order that certain reports and calculations can be performed as required) under Section 8.06.
U.S. Bank’s duties and authority to act as Collateral Administrator hereunder are limited to the duties and authority specifically
set forth in this Agreement. By entering into, or performing its duties under, this Agreement, the Collateral Administrator shall not
be deemed to assume any obligations or liabilities of the Borrower or the Collateral Manager under this Agreement, 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.


 


(b)            The
Collateral Administrator shall perform the following general functions from time to time:


 


(i)            Promptly,
and in any event within 30 days after the Closing Date, create a collateral database with respect to the Collateral (the “Collateral
Database”);


 


(ii)            Update
the Collateral Database promptly for changes and to reflect the sale or other disposition of the Collateral Loans included in the Collateral
(the “Portfolio Collateral”) and the addition to the Collateral of additional Loans from time to time, in each case
based upon, and to the extent of, information furnished to the Collateral Administrator by or on behalf of the Borrower or Collateral
Manager as may be reasonably required by the Collateral Administrator, or by the agents for the underlying obligors from time to time,
or based on information maintained by U.S. Bank in its capacity as Collateral Agent under this Agreement;


 


(iii)            Provide
or make available the information contained in the Collateral Database to the Collateral Manager on behalf of the Borrower, as the Collateral
Manager shall reasonably request;


 


(iv)            Track
the receipt and daily allocation to the Collection Account with respect to Interest Proceeds and Principal Proceeds and the outstanding
balance therein, and any withdrawals therefrom and, on each Business Day, provide to the Collateral Manager daily reports reflecting such
actions to the Collection Accounts as of the close of business on the preceding Business Day;


 






    -142-


     


    

 


(v)            [Reserved];


 


(vi)            [Reserved];
and


 


(vii)            So
long as the same Person serves as both Collateral Administrator and as Collateral Agent under this Agreement, provide such other information
with respect to the Collateral as may be routinely maintained by the Collateral Administrator in performing its ordinary Collateral Agent
function pursuant to this Agreement (so long as it shall also serve as Collateral Agent under this Agreement), or as may be required by
this Agreement, as the Borrower or Collateral Manager may reasonably request from time to time.


 


(c)            The
Collateral Manager shall cooperate with the Collateral Administrator in connection with the matters described herein, including the confirmation
by the Collateral Administrator of the calculations contained in the Monthly Reports. Without limiting the generality of the foregoing,
the Collateral Manager shall advise in a timely manner the Collateral Administrator of the results of any determinations required or permitted
to be made by it or the Borrower under this Agreement and supply the Collateral Administrator with such other information (in a mutually
agreeable format) as is maintained by or on behalf of the Collateral Manager that the Collateral Administrator may from time to time reasonably
request with respect to the Collateral and reasonably needed to perform its obligations hereunder or required to permit the Collateral
Administrator to perform its obligations hereunder (including the Collateral Manager’s determinations of Market Value, Aggregate
Collateral Balance and Concentration Limitations, as applicable) and any other information that may be reasonably required under this
Agreement with respect to a Collateral Loan (including as to its designation as a Defaulted Loan, Ineligible Loan or Equity Security).


 


(d)            If,
in performing its duties under this Agreement, the Collateral Administrator is required to decide between alternative courses of action
or is otherwise uncertain as to the performance of its duties, including alternative methodologies in connection with any Benchmark Replacement
or any calculations required to be performed by the Collateral Administrator, the Collateral Administrator may request written instructions
(or, in its sole discretion, oral instructions followed by written confirmation thereof) from the Borrower or the Collateral Manager,
upon which the Collateral Administrator shall be entitled to conclusively rely, as to the course of action desired by it. If the Collateral
Administrator does not receive such instructions within two 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. 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. The Collateral Administrator shall be entitled to rely on the advice of legal counsel and
independent accountants in performing its duties hereunder and shall be deemed to have acted in good faith if it acts in accordance with
such advice.


 


(e)            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.


 






    -143-


     


    

 


Section 15.02.     Compensation.
The Borrower agrees to pay, and the Collateral Administrator shall be entitled to receive, compensation for, and reimbursement for expenses
in connection with, the Collateral Administrator’s performance of the duties called for herein as provided in the Collateral Agent,
Document Custodian, Collateral Administrator and Intermediary Fee Letter.


 


Section 15.03.     Limitation
of Responsibility of the Collateral Administrator; Indemnification. (a) The Collateral Administrator
will have no responsibility under this Agreement other than to render the services expressly called for hereunder in good faith and without
willful misfeasance, gross negligence or reckless disregard of its duties hereunder. The Collateral Administrator shall incur no liability
to anyone in acting upon any signature, instrument, statement, notice, resolution, request, direction, consent, order, certificate, report,
opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper
party or parties. The Collateral Administrator may exercise any of its rights or powers hereunder or perform any of its duties hereunder
either directly or by or through agents or attorneys, and the Collateral Administrator shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed hereunder with due care by it. Neither the Collateral Administrator nor any
of its affiliates, directors, officers, shareholders, agents or employees will be liable to the Collateral Manager, the Borrower or any
other Person, except by reason of acts or omissions by the Collateral Administrator constituting bad faith, willful misfeasance, fraud,
gross negligence or reckless disregard of the Collateral Administrator’s duties hereunder. The Collateral Administrator shall in
no event have any liability for the actions or omissions of the Borrower, the Collateral Manager 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 or another Person except to the extent that such inaccuracies
or errors are caused by the Collateral Administrator’s own bad faith, willful misfeasance, fraud, gross negligence or reckless disregard
of its duties hereunder. The Collateral Administrator shall not be liable for failing to perform or 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 or another
Person in furnishing necessary, timely and accurate information to the Collateral Administrator. The duties and obligations of the Collateral
Administrator and its employees or agents shall be determined solely by the express provisions of this Agreement and they shall not be
under any obligation or duty except for the performance of such duties and obligations as are specifically set forth herein, and no implied
covenants shall be read into this Agreement against them. The Collateral Administrator may consult with counsel and shall be protected
in and shall have no liability as a result of any action reasonably taken in good faith in accordance with the advice of such counsel.


 






    -144-


     


    

 



 


(b)           The
Collateral Administrator may rely conclusively on any notice, certificate or other document (including, without limitation, facsimile,
email or other electronically transmitted instructions, documents or information) furnished to it hereunder and reasonably believed by
it in good faith to be genuine. The Collateral Administrator shall not be bound to make any investigation into the facts or matters stated
in any certificate, report or other document; provided, however, that, if the form thereof is prescribed by
this Agreement, the Collateral Administrator shall examine the same to determine whether it conforms on its face to the requirements hereof.
The Collateral Administrator shall not be deemed to have knowledge or notice of any matter unless actually known to a Responsible Officer
working in its Global Corporate Trust/Collateralized Debt Obligations Unit (or any successor group of the Collateral Administrator). Under
no circumstances shall the Collateral Administrator be liable for indirect, punitive, special or consequential damages under or pursuant
to this Agreement, its duties or obligations hereunder or arising out of or relating to the subject matter hereof. In no event shall the
Collateral Administrator be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond
its control, including, but not limited to, acts of god, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo,
government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services
by the Collateral Administrator as completed by this Agreement. 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
or completeness 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.


 


(c)           The
Borrower shall, and hereby agrees to, reimburse, indemnify and hold harmless the Collateral Administrator and its affiliates, directors,
officers, shareholders, agents and employees for and from any and all losses, damages, liabilities, demands, charges, costs, expenses
(including the reasonable fees and expenses of counsel and other experts) and claims of any nature in respect of, or arising from any
acts or omissions performed or omitted by the Collateral Administrator, its affiliates, directors, officers, shareholders, agents or employees
pursuant to or in connection with the terms of this Agreement, or in the performance or observance of its duties or obligations under
this Agreement; provided the same are in good faith and without willful misfeasance, fraud and/or gross negligence on the
part of the Collateral Administrator or without reckless disregard of its duties hereunder. The obligations of the Borrower under this
Section 15.03(c) shall survive the termination of this Agreement and any earlier resignation or removal of the Collateral
Administrator.


 


(d)           Nothing
herein shall obligate the Collateral Administrator to determine independently the correct characterization or categorization of any item
of Collateral, or to evaluate or verify the Collateral Manager’s characterization of any item of Collateral including whether any
item of Collateral is a Defaulted Loan, Ineligible Loan or Equity Security, any such determination being based exclusively upon notification
the Collateral Administrator receives from the Collateral Manager 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.


 






     -146-


     


    

 


(e)           Without
limiting the generality of any terms of this Section 15.03, the Collateral Administrator shall have no liability for any
failure, inability or unwillingness on the part of the Collateral Manager or Borrower (or Collateral Agent, if not the same Person as
the Collateral Administrator) to provide accurate and complete information on a timely basis to the Collateral Administrator, or otherwise
on the part of any such party to comply with the terms of this Agreement or this Agreement and shall have no liability for any inaccuracy
or error in the performance or observance on the Collateral Administrator’s part of any of its duties hereunder that is caused
by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other
party to comply with the terms hereof. Each of the protections, reliances, indemnities and immunities offered to the Collateral Agent
in Article XII shall be afforded to the Collateral Administrator.


 


Section 15.04.         Termination
of Collateral Administrator. (a)  At the option of the Borrower (with the prior written
consent or at the direction of the Administrative Agent prior to the payment in full of the Obligations), the Collateral Administrator
may be terminated upon ten days’ written notice of termination from the Borrower to the Collateral Administrator and the Administrative
Agent if any of the following events shall occur:


 


(i)            The
Collateral Administrator shall, in violation of its duty of care hereunder, default in the performance of any of its material duties under
this Agreement and shall not cure such default within thirty days (or, if such default cannot be cured in such time, the Collateral Administrator
shall not have given within thirty days such assurance of cure as shall be reasonably satisfactory to the Borrower and the Administrative
Agent and cured such default within the time so assured); or


 


(ii)           an
Insolvency Event relating to the Collateral Administrator occurs.


 


If an event specified in clause (ii) shall
occur, the Collateral Administrator shall give written notice thereof to the Collateral Manager, the Administrative Agent and the Borrower
within one Business Day after the occurrence of such event.


 


(b)           Except
when the Collateral Administrator shall be removed pursuant to subsection (a) of this Section 15.04 or shall resign pursuant
to subsection (c) of this Section 15.04, no removal or resignation of the Collateral Administrator shall be effective
until the date as of which a successor collateral administrator reasonably acceptable to the Administrative Agent, the Borrower and the
Collateral Manager shall have agreed in writing to assume all of the Collateral Administrator’s duties and obligations pursuant
to this Agreement and shall have executed and delivered an agreement in form and content reasonably satisfactory to the Administrative
Agent, the Borrower, the Collateral Manager and the Collateral Agent. Upon any resignation or removal of the Collateral Administrator
hereunder, the Borrower shall promptly, and in any case within thirty (30) days after the related notice of resignation or removal, appoint
a qualified successor to act as collateral administrator hereunder and cause such successor collateral administrator to execute and deliver
an agreement accepting such appointment as described in the preceding sentence. If the Borrower fails to appoint such a qualified successor
which duly accepts its appointment by properly executing and delivering such an agreement within such time, the retiring Collateral Administrator
shall be entitled to petition a court of competent jurisdiction for the appointment of a successor to serve as collateral administrator
hereunder and shall be indemnified pursuant to Section 15.03(c) for the reasonable costs and expenses thereof.


 






     -147-


     


    

 


(c)           Notwithstanding
the foregoing, the Collateral Administrator may resign its duties hereunder without any requirement that a successor collateral administrator
be obligated hereunder and without any liability for further performance of any duties hereunder (i) immediately upon the termination
(whether by resignation or removal) of U.S. Bank as Collateral Agent under this Agreement, or (ii) upon thirty days’ notice
to the Collateral Manager and the Administrative Agent upon any reasonable determination by U.S. Bank that the taking of any action,
or performance of any duty, on its part as Collateral Administrator pursuant to the terms of this Agreement would be in conflict with
or in violation of its duties or obligations as Collateral Agent under this Agreement or (iii) upon at least sixty days’ prior
written notice of termination to the Collateral Manager, the Administrative Agent and the Borrower upon the occurrence of any of the
following events and the failure to cure such event within such sixty day notice period: (i) failure of the Borrower to pay any
of the amounts specified in Section 15.02 hereof within sixty days after such amount is due pursuant to Section 15.02
hereof (to the extent not already paid to Collateral Administrator pursuant to Section 9.01) or (ii) failure of
the Borrower to provide any indemnity payment to Collateral Administrator pursuant to the terms of this Agreement, as the case may be,
within sixty days of the receipt by the Borrower of the written request for such payment or reimbursement (to the extent not already
paid Collateral Administrator pursuant to Section 9.01).


 


(d)           Any
corporation into which the Collateral Administrator may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Collateral Administrator shall be a party, or any corporation 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 paper or any further act on the part of any of the parties hereto.


 


Section 15.05.         Representations
and Warranties of the Collateral Administrator. The Collateral Administrator hereby represents
and warrants to the Collateral Manager and the Borrower as follows:


 


(i)            The
Collateral Administrator is a national banking association duly organized, validly existing and in good standing under the laws of the
United States of America and has full corporate power and authority to execute, deliver and perform this Agreement and all obligations
required hereunder and has taken all necessary corporate action to authorize this Agreement on the terms and conditions hereof, the execution,
delivery and performance of this Agreement and all obligations required hereunder. No consent of any other person including, without limitation,
stockholders or other equity holder and creditors of the Collateral Administrator, and no license, permit, approval or authorization of,
exemption by, notice or report to, or registration, filing or declaration with, any governmental authority, except those that have been
obtained, is required by the Collateral Administrator in connection with this Agreement or the execution, delivery, performance, validity
or enforceability of this Agreement and the obligations imposed upon it hereunder. When executed and delivered by the Collateral Administrator
and the other parties hereto, this Agreement will constitute the legal, valid and binding obligations of the Collateral Administrator
enforceable against the Collateral Administrator in accordance with its terms subject, as to enforcement, (a) to the effect of bankruptcy,
insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any
bankruptcy, receivership, insolvency or similar event applicable to the Collateral Administrator and (b) to general equitable principles
(whether enforceability of such principles is considered in a proceeding at law or in equity).


 






     -148-


     


    

 


(ii)           The
execution, delivery and performance of this Agreement and the documents and instruments required hereunder will not violate any provision
of any existing law or regulation binding on the Collateral Administrator, or any order, judgment, award or decree of any court, arbitrator
or governmental authority binding on the Collateral Administrator, or the articles of association or by-laws, as amended, of the Collateral
Administrator or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Collateral Administrator
is a party or by which the Collateral Administrator or any of its assets may be bound, the violation of which would have a material adverse
effect on the business, operations, assets or financial condition of the Collateral Administrator and will not result in, or require,
the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture,
lease, contract or other agreement, instrument or undertaking the creation or imposition of which would have a material adverse effect
on the business operations, assets or financial condition of the Collateral Administrator.


 


Section 15.06.         Successors
and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the successors
and assigns of the Collateral Administrator; provided, however, that the Collateral Administrator may not assign
its rights and obligations hereunder without the prior written consent of the Collateral Manager, the Administrative Agent, the Required
Lenders and the Borrower, except that U.S. Bank as Collateral Administrator may delegate to, employ as agent, or otherwise cause any duty
or obligation hereunder to be performed by, any direct or indirect wholly owned subsidiary of U.S. Bank National Association or its successors
without the prior written consent of the Collateral Manager, the Administrative Agent, the Required Lenders and the Borrower (provided
that in such event U.S. Bank as Collateral Administrator shall remain responsible for the performance of its duties as Collateral Administrator
hereunder). Notwithstanding the foregoing, the Collateral Administrator consents to the pledge of its rights under this Agreement by the
Borrower to the Collateral Agent, as provided in the granting language set forth in Section 7.01 of this Agreement.


 


Section 15.07.         Joint
Venture. Nothing contained in this Agreement (i) shall constitute the Borrower, the Collateral
Administrator, the Lenders, the Agents and the Collateral Manager as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall
be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.


 






     -149-


     


    

 


Article XVI


 


Miscellaneous


 


Section 16.01.         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,
and any consent to any departure by any party to this Agreement from the terms of any provision of this Agreement, shall be effective
only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower in any case shall
entitle the Borrower 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 Administrative Agent and the Required Lenders, provided that:


 


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


 


(ii)       no
such amendment (including, without limitation, any Conforming Changes), modification, supplement or waiver shall amend, modify or otherwise
affect the rights or duties of any Agent, the Document Custodian or the Collateral Administrator hereunder without the prior written consent
of such Agent, Document Custodian or Collateral Administrator, as the case may be.


 


Section 16.02.         Notices,
Etc. 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 and shall be 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 in Schedule
5), and shall be deemed to be given for purposes of this Agreement on the day that such writing is received by the
intended recipient thereof in accordance with the provisions of this Section 16.02. Unless otherwise specified in a
notice sent or delivered in accordance with the foregoing provisions of this Section 16.02, 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 5, and, in the case of
telephonic instructions or notices, by calling the telephone number or numbers indicated for such party in Schedule
5.


 






     -150-


     


    

 


Section 16.03.         Taxes.
(a) Any and all payments by or on account of an obligation of the Borrower under this Agreement shall be made, in accordance with
this Agreement, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges
or withholdings, and all liabilities (including penalties, interest and expenses) with respect thereto, excluding: (A) any taxes
imposed on or measured by net income (however denominated) taxes, capital taxes, or similar taxes in lieu thereof, branch profits taxes
and franchise taxes, in each case imposed (i) in the case of any Secured Party, 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) in the case of any Secured Party or any Lender, by any jurisdiction by
reason of such Secured Party or such Lender having any other present or former connection with such jurisdiction (other than a connection
arising solely from entering into, receiving any payment under or enforcing its rights under this Agreement or any other Facility Document);
(B) any U.S. federal withholding taxes imposed under FATCA; and (C) any interest, penalties and additions to tax attributable
to any of the foregoing (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter
referred to as “Taxes”). If the Borrower shall be required by law (or by the interpretation or administration thereof)
to deduct any Taxes from or in respect of any sum payable by it hereunder or under any other Facility Document to any Secured Party, (i) the
sum payable by the Borrower shall be increased as may be necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 16.03) such Secured Party receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall
timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law. The obligation of the Borrower
to make any additional payments in respect of any deduction or withholding of Taxes as set forth in this Section 16.03 shall
be subject to the Secured Party’s compliance with the conditions in Section 16.03(g), (h), or (j).


 


(b)        In
addition, the Borrower agrees (and, to the extent the funds available for by the Borrower therefor on any Payment Date are insufficient
to pay such amounts in full, the Collateral Manager, on behalf of the Borrower, will shall pay such amounts), to timely pay any present
or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made
by the Borrower hereunder or under any other Facility Document or from the execution, delivery or registration of, or otherwise with respect
to, this Agreement or under any other Facility Document, except any such taxes that are imposed with respect to an assignment other than
an assignment to comply with Section 16.03(h) (hereinafter referred to as “Other Taxes”).


 


(c)        The
Borrower agrees to indemnify each of the Secured Parties for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes
imposed or asserted by any jurisdiction on amounts payable under this Section 16.03) paid by any Secured Party in respect
of the Borrower, whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted. Payments by Borrower or the Collateral
Manager pursuant to this indemnification shall be made promptly following the date the Secured Party makes written demand therefor, which
demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. Such certificate shall be presumed to
be correct absent manifest error.


 






     -151-


     


    

 


(d)        The
Borrower shall not be required to indemnify any Secured Party, or pay any additional amounts to any Secured Party, in respect of United
States federal withholding tax or United States federal backup withholding tax to the extent that (i) the obligation to withhold
amounts with respect to United States federal withholding or backup withholding tax imposed pursuant to a law in effect on the date such
Lender became a party to this Agreement (or acquired its interest herein) or, with respect to payments to a new lending office designated
by a Lender (a “New Lending Office”), the date such Lender designated such New Lending Office with respect to the Term
Loan; provided that this clause (i) shall not apply to the extent the indemnity payment or additional amounts
any Secured Party would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional
amounts that the transferor Lender immediately before the Secured Party became a party hereto or the Lender making the designation of
such New Lending Office immediately before changing its lending office, if any, would have been entitled to receive in the absence of
such transfer or designation, or (ii) the obligation to pay such additional amounts would not have arisen but for a failure by such
Secured Party to comply with paragraphs (g), (j), or (h) below.


 


(e)        Promptly
after the date of any payment of Taxes or Other Taxes, 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).


 


(f)         If
any payment is made by the Borrower (or the Collateral Manager on its behalf) to or for the account of any Secured Party after deduction
for or on account of any Taxes or Other Taxes, and an indemnity payment or additional amounts are paid by the Borrower pursuant to this
Section 16.03, then, if such Secured Party in its sole discretion determines that it is entitled to a refund of such Taxes
or Other Taxes, such Secured Party shall, to the extent that it can do so without prejudice to the retention of the amount of such refund,
apply for such refund and reimburse to the Borrower (or the Collateral Manager, as applicable) such amount of any refund received (net
of reasonable out-of-pocket expenses incurred, including taxes) as such Secured Party shall determine in its sole discretion to be attributable
to the relevant 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 refund to such Secured Party. Notwithstanding anything to the contrary
in this Section 16.03(f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant
to this Section 16.03(f) the payment of which would place the indemnified party in a less favorable net after-tax position
than the indemnified party would have been in if the Tax 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.


 






     -152-


     


    

 


(g)        Each
Secured Party and each Participant that is a U.S. person as that term is defined in Section 7701(a)(30) of the Code (a “U.S.
Person”) hereby agrees that it shall, no later than the Funding Effective Date or, in the case of a Secured Party or a Participant
which becomes a party hereto pursuant to Section 16.06, the date upon which such Secured Party becomes a party hereto or
participant herein, deliver to the Borrower and each Agent, if applicable, two accurate, complete and signed copies of U.S. Internal
Revenue Service Form W-9 or successor form, certifying that such Secured Party or Participant is on the date of delivery thereof
entitled to an exemption from United States backup withholding tax. Each Secured Party or Participant that is not a U.S. Person (a “Non-U.S.
Lender”) shall, no later than the date on which such Secured Party becomes a party hereto or a participant herein pursuant
to Section 16.06, deliver to the Borrower and each Agent two properly completed and duly executed copies of either U.S. Internal
Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY or any subsequent versions thereof or successors thereto, in each case claiming
complete exemption from, or reduced rate of, U.S. federal withholding tax with respect to payments of interest hereunder. In addition,
in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of
the Code, such Non-U.S. Lender provides the appropriate certification pursuant to Exhibit I that such Non-U.S. Lender is not a bank
for purposes of Section 881(c) of the Internal Revenue Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of
the Internal Revenue Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of
Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall notify the Borrower and each Agent in the event
such certification is no longer accurate. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party
to this Agreement or participant herein and on or before the date, if any, such Non-U.S. Lender designates a New Lending Office. In addition,
each Non-U.S. Lender shall deliver such forms as promptly as practicable after receipt of a written request therefor from the Borrower
or an Agent. Any Non-U.S. Lender shall also, to the extent it is legally entitled to do so, deliver to the Borrower and each Agent (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 its Agent), executed originals
of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax,
duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or each
Agent to determine the withholding or deduction required to be made. Each Secured Party 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 in writing of its legal inability to do so.


 


(h)        If
any Secured Party requires the Borrower to pay any additional amount to such Secured Party or any taxing Governmental Authority for the
account of such Secured Party or to indemnify such Secured Party pursuant to this Section 16.03, then such Secured Party shall
use reasonable efforts to designate a different lending office for funding or booking its Term Loan hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or affiliates, if such Lender determines, in its sole discretion, that such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to this Section 16.03 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 Lender in connection with any such
designation or assignment.


 


(i)         Nothing
in this Section 16.03 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.


 






     -153-


     


    

 


(j)         Compliance
with FATCA. Each Secured Party shall deliver to the Borrower and each Agent, as applicable, at the time or times prescribed by law
and at such time or times reasonably requested by the Borrower or an Agent such documentation prescribed by Applicable Law or FATCA (including
as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower
or an Agent as may be necessary for the Borrower and each Agent, as applicable, to comply with their obligations under FATCA and to determine
that such Secured Party has complied with such Secured Party’s obligations under FATCA or to determine the amount to deduct and
withhold from any payment. Solely for purposes of this Section 16.03(j), “FATCA” shall include any amendments
made to FATCA after the date of this Agreement. Each Secured Party 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 in writing
of its legal inability to do so.


 


Section 16.04.         Costs
and Expenses; Indemnification. (a) The Borrower agrees to promptly pay all reasonable and
documented out-of-pocket costs and expenses of the Agents, the Document Custodian, the Collateral Administrator and the other Lenders
in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility
Documents, including the reasonable fees and disbursements of outside counsel for each of the Administrative Agent, the Collateral Agent,
the Collateral Administrator, the Document Custodian and the other Lenders, UCC filing fees and all other related fees and expenses in
connection therewith; and in connection with any modification or amendment of this Agreement or any other Facility Document; provided
that the legal fees, charges and expenses of outside counsel to the Administrative Agent incurred prior to the Closing Date with respect
to the foregoing shall not, in the aggregate, exceed $200,000. Further, the Borrower shall pay on demand (A) all reasonable and documented
out-of-pocket costs and expenses (including all reasonable fees, expenses and disbursements of outside legal counsel, auditors, accountants,
consultants or appraisers or other professional advisors and agents engaged by the Agents and the Lenders) incurred by the Agents, the
Document Custodian, the Collateral Administrator and the Lenders in the preparation, execution, delivery, filing, recordation, administration,
performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating
thereto, (B) all reasonable and documented out-of-pocket 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, and title insurance premiums, and (C) after the occurrence of any Event of Default, all reasonable and documented out-of-pocket
costs and expenses incurred by the Agents, the Document Custodian, the Collateral Administrator and the Lenders 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 Agents and the Lenders or in connection with the collection or enforcement of any of the Obligations or the proof, protection,
administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable fees and disbursements
of outside attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Agents and the Lenders; provided
that in each case, there shall be a single primary counsel to (i) the Collateral Agent, the Document Custodian and the Collateral
Administrator and (ii) the Administrative Agent and the Lenders and a single local counsel to (i) the Collateral Agent, the
Document Custodian and the Collateral Administrator and (ii) the Administrative Agent and the Lenders in each relevant jurisdiction
(unless there is an actual or perceived conflict of interest or the availability of different claims or defenses among the Agents and
the Lenders, in which case each such similarly conflicted group of Persons may retain its own counsel). The undertaking in this Section shall
survive repayment of the Obligations, any foreclosure under, or modification, release or discharge of, any or all of the Related Documents,
termination of this Agreement and the resignation or replacement of the Collateral Agent. Without prejudice to its rights hereunder, the
expenses and the compensation for the services of the Collateral Agent are intended to constitute expenses of administration under any
applicable bankruptcy law.


 






     -154-


     


    

 


(b)        The
Borrower agrees to indemnify and hold harmless each Secured Party and each of their Affiliates and the respective officers, directors,
employees, agents, managers of, and any Person controlling any of, the foregoing (each, an “Indemnified Party”) from
and against any and all claims, damages, losses, liabilities, obligations, expenses, penalties, actions, suits, judgments and disbursements
of any kind or nature whatsoever, (including the reasonable and documented fees and disbursements of counsel) that may be incurred by
or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of the execution,
delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other
Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions
are consummated) (collectively, the “Liabilities”), 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 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 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; (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 reducing or impairing the Collateral or the rights of the Agents
or the Secured Parties with respect thereto; (vii) the failure to file, or any delay in filing, financing statements, continuation
statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect
to any Collateral, whether at the time of the Term Loan 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, without limitation,
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), or any other claim resulting from any related property;
(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, without limitation, 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 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; provided, that (x) the Borrower shall not be liable (A) for any
Liability or losses arising due to the deterioration in the credit quality or market value of the Collateral Loans or other Collateral
hereunder to the extent that such credit quality or market value was not misrepresented in any material respect by the Borrower or any
of its Affiliates or (B) to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction
to have resulted solely from such Indemnified Party’s fraud, bad faith, gross negligence or willful misconduct; (C) to the
extent any such Liability arises out of a claim or counterclaim brought by the Borrower or any of its Affiliates against an Indemnified
Party for a material breach of such Indemnified Party’s obligations under this Agreement or any other Facility Document (which,
in the case of any material breach with respect to the Indemnified Parties) arises as a result of its gross negligence, willful misconduct,
fraud or bad faith), if the Borrower or such other Affiliate has obtained a final and non-appealable judgment in its favor on such claim
or counterclaim as determined by a court of competent jurisdiction or (D) to the extent any such Liability arises from disputes solely
between or among the Indemnified Parties not relating to or in connection with acts or omissions by the Borrower or any of its Affiliates
and, with respect to the Collateral Agent, Collateral Administrator or Document Custodian, such disputes do not relate to this Agreement
or other Facility Documents (it being understood that in the event of such dispute relating to or in connection with acts or omissions
by the Borrower or any of its subsidiaries or any of their respective Affiliates involving a claim or proceeding brought against the Administrative
Agent or any of its Affiliates, directors, officers, employees, partners, representatives, advisors and agents and each of their respective
heirs, successors and assigns (each, a “Related Party” and, in each case, acting in its capacity as such) by the other
Indemnified Parties, the Administrative Agent or such Related Party, as applicable, shall be entitled (subject to the other limitations
and exceptions set forth in this proviso) to the benefit of such indemnification) and (y) no Indemnified Party seeking indemnification
hereunder shall, without the prior written consent of the Borrower (which consent shall not be unreasonably withheld), effect any settlement
of any pending or threatened proceeding in respect of which such Indemnified Party is a party and indemnity has been sought hereunder
by such Indemnified Party; provided, however that in no event will such Indemnified Party have any liability for
any special, exemplary, indirect, punitive or consequential damages in connection with or as a result of such Indemnified Party’s
activities related to this Agreement or any Facility Document or any agreement or instrument contemplated hereby or thereby or referred
to herein or therein; provided, further, this Section 16.04(b) shall not apply with respect to taxes,
levies, imposts, deductions, charges and withholdings, and all liabilities (including penalties, interest and expenses) with respect thereto,
or additional sums described in Sections 2.09, 2.10 or 16.03, other than any taxes, levies, imposts, deductions,
charges and withholdings that represent Liabilities arising from a claim under any Section of this Agreement other than Sections
2.09, 2.10 or 16.03.


 






     -155-


     


    

 


Section 16.05.         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. Counterparts may be executed and delivered
via facsimile, electronic mail or other transmission method and may be executed by electronic signature (including, without limitation,
any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under E-SIGN or
ESRA, which includes any electronic signature provided using Orbit, Adobe Sign, DocuSign, or any other similar platform identified by
the Borrower and reasonably available at no undue burden or expense to the Collateral Agent, the Collateral Administrator or the Document
Custodian and acceptable to the Administrative Agent in its reasonable discretion together with any requested certificate of completion
or other evidence of authentication) and any counterpart so delivered shall be valid, effective and legally binding as if such electronic
signatures were handwritten signatures and shall be deemed to have been duly and validly delivered for all purposes hereunder. Delivery
of an executed signature page of this Agreement by facsimile, electronic mail or other transmission method shall be effective as
delivery of a manually executed counterpart hereof.


 


Section 16.06.         Assignability.
(a) Each Lender may, with the consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld
or delayed), assign to an assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of
its outstanding Term Loan or interests therein owned by it, together with ratable portions of its Commitment); provided
that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative
Agent within ten (10) Business Days after having received notice thereof; provided further that:


 


(i)        the
Borrower’s consent to any such assignment shall not be required if the assignee is a Permitted Assignee with respect to
such assignor;


 


(ii)       the
Borrower’s consent to any such assignment pursuant to this Section 16.06(a) shall not be required if an Event of
Default shall have occurred and is continuing (and not been waived by the Lenders in accordance with Section 16.01);


 


(iii)      no
assignment shall be made to a natural person; and


 


(iv)     no
assignment shall be made to the Borrower or any of its Affiliates or subsidiaries.


 


The parties to each such assignment
shall execute and deliver to the Administrative Agent (with a copy to the Collateral Agent and the Borrower) an Assignment and Acceptance
and the applicable tax forms required by Section 16.03(g) and (j). Notwithstanding any other provision of this
Section 16.06, 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.


 






     -156-


     


    

 


(b)        The
Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Agents and
the Lenders.


 


(c)        (i) Any
Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (a “Participant”)
in all or a portion of such Lender’s rights and obligations under this Agreement; provided that (A) such Lender’s
obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations, (C) such Borrower, the Agents and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement, (D) each Participant shall have
agreed to be bound by this Section 16.06(c) and Sections 16.09 and 16.20 and (E) each Participant
shall have a short term rating of at least “A-2/P2” by S&P and Moody’s, respectively. 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. Each Lender that sells a participation
agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions
of Section 16.06(f) with respect to any Participant. Sections 2.09, 2.10, and 16.03 shall apply
to each Participant as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section;
provided that no Participant shall be entitled to any amount under Section 2.09, 2.10, or 16.03
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 Term Loan held by it and the principal
amount (and stated interest thereon) of the portion of the Term Loan which is the subject of the participation (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any
Loans or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Commitment,
Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The Term
Loan may be participated in whole or in part only by registration of such participation on the Participant Register. Any participation
of the Term Loan may be effected only by the registration of such participation on the Participant Register. 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.


 






     -157-


     


    

 


(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 16.02 or such other address as the Administrative Agent shall designate in writing to the Lenders,
a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and a
register (the “Register”) for the recordation of the names and addresses of the Lenders and the aggregate outstanding
principal amount of the outstanding Term Loan 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 and the Lenders
may 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 or any Lender at any reasonable time and from time to time upon reasonable prior notice.
The Term Loan may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register and in accordance
with this Section 16.06.


 


(e)        Notwithstanding
anything to the contrary set forth herein or in any other Facility Document, each Lender hereunder, and each Participant, must at all
times be a “qualified purchaser” as defined in the Investment Company Act (a “Qualified Purchaser”) and
a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (a “QIB”). Each
Lender represents to the Borrower, (i) on the date that it becomes a party to this Agreement (whether by being a signatory hereto
or by entering into an Assignment and Acceptance) and (ii) on the date on which it makes the Term Loan hereunder, that it is a Qualified
Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant any participations in, any of its Term Loan to any
Person unless such Person is a Qualified Purchaser and a QIB.


 


(f)         Replacement
of Lenders. If a Lender (i) is a Non-Consenting Lender, or (ii) requests payment of amounts payable pursuant to Section 2.09
or 16.03 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with
Section 2.09(c) or Section 16.03(h), respectively, then, in addition to any other rights and remedies that
any Person may have, the Borrower may, at its sole expense and effort, by notice to the applicable Lender within 180 days after such
event (with a copy of such notice concurrently delivered to the Administrative Agent), require such Lender to assign, without recourse
(in accordance with and subject to the restrictions contained in, and consents required by, Section 16.06), all of its interests,
rights (other than its existing rights to payments pursuant to Section 2.09 or Section 16.03) and obligations
under the Facility Documents to one or more Eligible Assignees specified by the Borrower within 20 days after the Borrower’s notice,
provided, however, that (A) such assignment does not conflict with Applicable Law, (B) in the case of any such assignment
resulting from a claim for compensation under Section 2.09 or 16.03, such assignment will result in a reduction in
such compensation or payments thereafter, and (C) in the case of any assignment resulting from a Lender becoming a Non-Consenting
Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to
make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrower to require such assignment and delegation cease to apply. The Administrative Agent is irrevocably appointed as attorney-in-fact
to execute any such assignment if any member of the affected Lender fails to execute same. The affected Lender shall be entitled to receive,
in cash, concurrently with such assignment, all amounts owed to it under the Facility Documents, including all principal, interest and
fees through the date of assignment (including any amounts under Section 2.10 as if the Term Loan owing to it were prepaid
rather than assigned).


 






     -158-


     


    

 


Section 16.07.         Governing
Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY
CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER FACILITY DOCUMENT (EXCEPT, AS TO ANY OTHER FACILITY DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, except
the conflict of law PRINCIPLES thereof which would have the effect of applying the law of any other jurisdiction.


 


Section 16.08.         Severability
of Provisions. Any provision of this Agreement 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 16.09.         Confidentiality.
(a) Each Secured Party agrees to keep confidential all non-public information provided to it by the Borrower or the Collateral Manager
with respect to the Borrower, its Affiliates, the Collateral or any other information furnished to any Secured Party pursuant to this
Agreement or any other Facility Document (collectively, the “Borrower Information”); provided that nothing
herein shall prevent any Secured Party from disclosing any Borrower Information (a) in connection with this Agreement and the other
Facility Documents and not for any other purpose, (x) to any Secured Party or any Affiliate of a Secured Party, or (y) any of
their respective Affiliates, employees, directors, agents, attorneys, accountants and other professional advisors (collectively, the “Secured
Party Representatives”), it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Borrower Information, (b) subject to an agreement to comply with the provisions of this Section (or other provisions
at least as restrictive as this Section), (i) 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 and (ii) as reasonably required by any direct or
indirect contractual counterparties or professional advisors thereto, to any swap or derivative transaction relating to the Borrower and
its obligations, (c) to any Governmental Authority purporting to have jurisdiction over any Secured Party or any of its Affiliates
or any Secured Party Representative, (d) in response to any order of any court or other Governmental Authority or as may otherwise
be required to be disclosed pursuant to any Applicable Law, (e) that is a matter of general public knowledge or that has heretofore
been made available to the public by any Person other than any Secured Party or any Secured Party Representative, (f) in connection
with the exercise of any remedy hereunder or under any other Facility Document, (g) with the written consent of the Borrower, (h) that
was in its possession or known by such Secured Party or any of its Affiliates without restriction prior to receipt from the Borrower or
the Collateral Manager, (i)  that was rightfully disclosed to such Secured Party by a third party not known by such Secured Party
to be under any obligation of confidentiality to the Borrower or (j) that was independently developed by such Secured Party or any
of its Affiliates without any use of Borrower Information. In addition, each Secured Party may disclose the existence of this Agreement
and the Facility Amount available hereunder to market data collectors, similar service providers to the lending industry and service providers
to the Secured Parties in connection with the administration and management of this Agreement and the other Facility Documents.


 






     -159-


     


    

 


Section 16.10.         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 thereto concerning the subject matter thereof and such Facility Documents supersede any prior agreements
among the parties relating to the subject matter thereof.


 


Section 16.11.         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 Term Loan
hereunder. The agreements in Sections 2.04(f), 2.09, 2.10, 2.12, 16.03, 16.04, 16.09, 16.16, and 16.18
and this Section 16.11 shall survive the termination of this Agreement in whole or in part and the payment in full of the
principal of and interest on the Term Loan.


 


Section 16.12.         Submission
to Jurisdiction; Waivers; Service of Process; 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 exclusive general jurisdiction of the courts of
New York County in the State of New York, the courts of the United States of America for the Southern District of New York,
and the appellate courts of any of them (except, as to any other Facility Document, as expressly set forth therein);


 


(b)           consents
that any such action or proceeding may be brought in any court described in Section 16.12(a) and waives to the fullest
extent permitted by Applicable Law any objection that it may now or hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;


 


(c)           agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 16.02 or at such
other address as may be permitted thereunder;


 


(d)           agrees
that nothing herein shall affect the right to effect service of process, summons, notices and documents in any other manner permitted
by applicable 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, indirect, punitive or consequential
damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any
applicable legal requirement).


 






     -160-


     


    

 


Additionally, if the Borrower
fails at any time to maintain a business office in Chicago, Illinois or in the State of New York, it shall immediately (but no later
than five Business Days following such occurrence) (i) notify the Administrative Agent and (ii) appoint a process agent in accordance
with the procedure set forth below. The Borrower shall irrevocably designate, appoint and empower an agent (the “Process Agent”),
with an office in New York, New York, as its designee, appointee and agent to receive, accept and acknowledge for and on its
behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents which may be served
in any action, suit or proceeding brought in the courts listed above in connection with or arising out of this Agreement or any other
Facility Document. If for any reason the Process Agent shall cease to act as such and the Borrower does not at such time have a business
office within the State of New York, the Borrower agrees to promptly designate new designees, appointees and agents in New York,
New York on the terms and for the purposes reasonably satisfactory to the Administrative Agent, which new designees, appointees and
agents shall thereafter be deemed to be the Process Agent for all purposes of this Agreement and the other Facility Documents. The Borrower
further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any
of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the Process Agent (whether or not the appointment
of the Process Agent shall for any reason prove to be ineffective or the Process Agent shall accept or acknowledge such service) or by
mailing copies thereof by regular or overnight mail, postage prepaid, to the Process Agent at its address specified above.


 


Section 16.13.         Waiver
of Jury Trial. Each of the parties hereto hereby irrevocably
and unconditionally waives trial by jury in any legal action or proceeding relating to this Agreement or any other Facility Document or
for any counterclaim therein or relating thereto.


 


Section 16.14.         Judgment
Currency. Each reference in this Agreement to Dollars (the “relevant currency”)
is of the essence. To the fullest extent permitted by law, the obligation of the Borrower in respect of any amount due in the relevant
currency under this Agreement shall, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise),
be discharged only to the extent of the amount in the relevant currency that the Administrative Agent entitled to receive such payment
may, in accordance with normal banking procedures, purchase with the sum paid in such other currency (after any premium and costs of exchange)
on the Business Day immediately following the day on which such party receives such payment. If the amount in the relevant currency so
purchased for any reason falls short of the amount originally due in the relevant currency, the Borrower shall pay such additional amounts,
in the relevant currency, as may be necessary to compensate for the shortfall. Any obligations of the Borrower not discharged by such
payment shall, to the fullest extent permitted by Applicable Law, be due as a separate and independent obligation and, until discharged
as provided herein, shall continue in full force and effect.


 






     -161-


     


    

 


Section 16.15.          Waiver
of Setoff. Each of the Borrowers and the Collateral Manager hereby waives any right of setoff
it may have or to which it may be entitled under this Agreement from time to time against any Lender or its assets.


 


Section 16.16.          PATRIOT
Act Notice. Each Lender and each of the Administrative Agent, the Collateral Agent, the Collateral
Administrator and the Document Custodian hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III
of Pub. L. 107-56 (signed into law on October 26, 2001)) (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 the Lenders to identify the Borrower in accordance with the PATRIOT Act. The Borrower shall provide to the extent commercially
reasonable, such information and take such actions as are reasonably requested by any Lender in order to assist such Lender in maintaining
compliance with the PATRIOT Act.


 


Section 16.17.          Legal
Holidays. In the event that the date of any Payment Date, date of prepayment or Final Maturity
Date shall not be a Business Day, then notwithstanding any other provision of this Agreement or any 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 Payment Date, 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.


 


Section 16.18.          Non-Petition.
The Collateral Manager, the Collateral Agent, the Collateral Administrator, each Lender and the Document Custodian each 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 proceedings or other proceedings 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 the Term Loan. The provisions of this Section 16.18 shall survive the termination of this Agreement.


 


Section 16.19.          No
Fiduciary Duty. The Administrative Agent, each Lender and their Affiliates (collectively, solely
for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit
Parties, their stockholders and/or their affiliates. The Borrower and the Collateral Manager (collectively, solely for purposes of this
paragraph, the “Credit Parties”) each agree that nothing in the Facility Documents or otherwise will be deemed to create
an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit
Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated
by the Facility Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions
between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process
leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders
or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or
the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its
stockholders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth
in the Facility Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party,
its management, stockholders, creditors or any other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal
and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect
to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory
services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the
process leading thereto.


 






     -162-


     


    

 


Section 16.20.          Sharing
of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim
or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loan or other obligations hereunder resulting
in such Lender receiving payment of a proportion of the aggregate amount of its Term Loan and accrued interest thereon or other such obligations
greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify
the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Term Loan and such other obligations
of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by
the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loan and other
amounts owing them; provided that:


 


(a)           if
any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall
be rescinded and the purchase price restored to the extent of such recovery, without interest; and


 


(b)           the
provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance
with the express terms of this Agreement, or (y) any payment obtained by a Lender as consideration for the assignment of or sale
of a participation in any of its Term Loan to any assignee or participant.


 


The Borrower consents to the foregoing and agrees,
to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.


 






     -163-


     


    

 


Section 16.21.          Acknowledgment
and Consent to Bail-In and EEA Financial Institutions. Notwithstanding any other term in any
Facility Document or any other agreement, arrangement or understanding among the parties hereto (each, a “Party”),
each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Facility Documents
may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:


 


(a)       any
Bail-In Action in relation to any such liability, including (without limitation):


 


(i)            a
reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect
of any such liability;


 


(ii)           a
conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on,
it; and


 


(iii)          a
cancellation of any such liability; and


 


(b)       a
variation of any term of any Facility Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.


 


[Signature
Pages to Follow]


 






     -164-


     


    

 


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.


 


		MC
Income Plus Financing SPV II LLC, as Borrower
	 	 
	 	By:	Monroe
Capital Income Plus Corporation, as Designated Manager
	 	 	 
	 	By:	 
	 	 	Name:	                          
	 	 	Title:	 



 


		Monroe
Capital Income Plus Corporation, as Collateral Manager
	 	 	 
	 	By:	 
	 	 	Name:	                          
	 	 	Title:	 


 






    S-1


     


    

 


		KeyBank
National Association, as Administrative Agent
	 	 	 
	 	By:	 
	 	 	Name:	                          
	 	 	Title:	 


 


		KeyBank
National Association, as Lender
	 	 	 
	 	By:	 
	 	 	Name:	                          
	 	 	Title:	 


 






    S-2


     


    

 


		U.S.
Bank Trust Company, National Association, as Collateral Agent
	 	 	 
	 	By:	 
	 	 	Name:	                          
	 	 	Title:	 


 


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


 


		U.S.
Bank Trust Company, National Association, as Collateral Administrator
	 	 	 
	 	By:	 
	 	 	Name:	                          
	 	 	Title:	 


 






    S-3


     


    

 


Schedule
1


 


Commitments
and Percentages


 


	Lender	 	Commitment	 	 	Percentage	 
	KeyBank National Association	 	$	100,000,000	 	 	 	100	%
	 	 	$	100,000,000	 	 	 	100	%




 






     


     


    

 





Schedule
2


 


Forms
of Monthly Report


 


 


 


On
File with Agent 


 


 






     


     


    

  



 


Schedule
3


 


Initial
Collateral Loans


 


	Issuer	Asset Name	Principal Balance Moving
	95 Percent Buyer, LLC	Closing Date Term Loan	6,787,952.02
	Adept AG Holdings, LLC	Initial Term Loans	6,500,000.00
	Aperture Companies, LLC	Term Loan	7,070,783.35
	Argano, LLC	Initial Term Loans	4,267,939.02
	Argano, LLC	Delayed Draw Term Loan	3,225,294.00
	Ascent Midco, LLC	Term A Loan	1,056,802.63
	Avison Young (USA) Inc.	Fifth Amendment Incremental Term Loans	4,173,913.05
	Avison Young (USA) Inc.	First Lien Term Loan	1,929,824.54
	Born To Run, LLC	Initial Term Loans	4,221,038.59
	Brickell Bay Acquisition Corp.	Term Loan	1,339,231.25
	Calienger Holdings, L.L.C.	Initial Term Loan	5,000,000.00
	Chess.com, LLC	Term Loan	6,160,426.91
	Clydesdale Holdings, LLC	Term Loan	1,209,528.06
	EOS Finco S.A.R.L.	Tranche B-1 Term Loans	1,250,000.00
	Equine Network, LLC	First Amendment Term Loan	317,382.03
	Equine Network, LLC	Term Loan	699,934.53
	Fiasco Enterprises, LLC	Term Loan	6,982,500.00
	Fueled Digital Media, LLC	Closing Date Term Loan	6,960,000.00
	Golden State Buyer, Inc.	Initial Term Loans	4,986,817.91
	IF & P Holdings Company, LLC	Initial Term Loan	7,129,521.15
	Independence Buyer, Inc.	Initial Term Loan	5,861,151.91
	InsideRE, LLC	Closing Date Term Loans	3,536,617.28
	Lifted Trucks Holdings, LLC	Initial Term Loans	4,701,949.22



 






    -1-


     


    

 


	MCP Shaw Acquisitionco, LLC	DDTL	784,061.13
	MCP Shaw Acquisitionco, LLC	Incremental Term Loan	1,132,148.71
	MCP Shaw Acquisitionco, LLC	Term Loan	3,708,351.49
	NQ PE Project Colosseum Midco Inc.	Initial Term Loan	6,716,000.00
	NTM Acquisition Corp.	First Lien Term Loan	4,463,273.75
	Quest Resource Management Group, LLC	Term A Loan	461,762.57
	Quest Resource Management Group, LLC	Term B Loan	1,067,602.72
	Quest Resource Management Group, LLC	Term C Loan	1,803,123.96
	Recycled Plastics Industries, LLC	Term Loan	2,579,523.58
	RS Acquisition, LLC	Initial Term Loans	7,453,780.80
	Simplicity Financial Marketing Group Holdings Inc.	Third Amendment Incremental Term Loan	5,008,084.80
	Spectrum Science Communications, LLC	Term A Loans	2,985,000.00
	StormTrap, LLC, et al	Term A Loan (03/2022)	2,492,522.43
	TCFIII Owl Buyer LLC	Term A Loan	2,110,519.30
	TCFIII Owl Buyer LLC	Term B Loan	5,425,998.48
	TCFIII Owl Buyer LLC	Term C Loan	2,312,735.39


 






    -2-


     


    

 


Schedule
4


 


Moody’s
Industry Classifications


 


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


 






     


     


    

 


Schedule
5


 


Notice
Information


 


	
    If to the Administrative Agent:

     

     

     

     

     

     

     
	
    KeyBank National Association

    1000 South McCaslin Boulevard

    Superior, Colorado 80027

    Attn: Richard Andersen

    Telephone No: (720) 304-1247

    Facsimile No.: (216) 370-9166

    E-mail: LAS.OPERATIONS.KEF@key.com

     

	If to KeyBank National Association:	
    KeyBank National Association

    1000 South McCaslin Boulevard

    Superior, Colorado 80027

    Attn: Richard Andersen

    Telephone No: (720) 304-1247

    Facsimile No.: (216) 370-9166

    E-mail: richard_s_andersen@key.com

     

	
    If to the Collateral Agent or the Collateral Administrator:

     

     

     

     

     

     

     
	
    U.S. Bank National Association

    Global Corporate Trust – CDO Unit

    One Federal Street, Third Floor

    Boston, Massachusetts

    Attn: Lynne Caulfield

    Ref: MC Income Plus Financing SPV II LLC

    Telephone No: (617) 603-6641

    Facsimile No.: (855) 791-2099

    E-mail: lynora.caulfield@usbank.com

     

	
    If to the Document Custodian, including for delivery of Related Documents:

     
	
    U.S. Bank Trust Company, National Association

    AVP/Private Certifications Manager

    Document Custody Services

    U.S. Bank Global Corporate Trust

    1719 Otis Way

    Florence, SC 29501

    Ref: MC Income Plus Financing SPV II LLC

    Attn: Steve Garrett

    E-mail: steven.garrett@usbank.com

    Telephone No: (843) 673-0162

    Facsimile No.: (843) 676-8901




 






     


     


    

 


	
    If to the Intermediary:

     

     

     

     

     

     

     
	
    U.S. Bank National Association

    Global Corporate Trust – CDO Unit

    One Federal Street, Third Floor

    Boston, Massachusetts

    Attn: Lynne Caulfield

    Ref: MC Income Plus Financing SPV II LLC

    Telephone No: (617) 603-6641

    Facsimile No.: (855) 791-2099

    E-mail: lynora.caulfield@usbank.com

     

	
    If to the Borrower:

     

     

     

     
	
    MC Income Plus Financing SPV II LLC

    c/o Monroe Capital Income Plus Corporation

    126 East 56th Street

    32nd Floor

    New York, New York 10022

    Attn: Dina Kook

    Telephone No: (646) 386-2420

    Facsimile No.: (312) 258-8350

    E-mail: dkook@monroecap.com

     

	
    If to the Collateral Manager:

     

     

     

     

     

     

     
	
    Monroe Capital Income Plus Corporation

    126 East 56th Street

    32nd Floor

    New York, New York 10022

    Attn: Dina Kook

    Telephone No: (646) 386-2420

    Facsimile No.: (312) 258-8350

    E-mail: dkook@monroecap.com

    



 






     


     


    

 


Schedule
6


 


Covered
Account Details


 


	
    Collection Account

     
	225888-300
	
    Interest Collection Subaccount

     
	225888-201
	
    Principal Collection Subaccount

     
	225888-202
	
    Payment Account

     
	225888-200
	
    Custodial Account

    
	225888-703


 






     


     


    

 


Schedule
7


 


Risk
Factor Rating


 


	Bond
    Default Rating(1)	Risk

Factor Rating	One Year Expected Default 

Frequency	Five Year Expected Default 

Frequency
	Aaa	1	 	 
	Aa1	10	 	 
	Aa2	20	 	 
	Aa3	40	 	 
	A1	70	 	 
	A2	120	 	 
	A3	180	 	 
	Baa1	260	 	 
	Baa2	360	 	 
	Baa3	610	 	 
	Ba1	940	 	 
	Ba2	1350	 	 
	Ba3	1766	 	 
	B1	2220	 	 
	B2	2720	 	 
	B3	3490	 	 
	Caa-C	4770**	Less than or equal to 11.62%	Less than or equal to 27.05%
	Caa-C	6500***	Greater than 11.62% but less than or equal to 26.00%	Greater than 27.05% but less than or equal to 48.75%
	Ineligible(2)	N/A	Greater than 26%	Greater than 48.75%


 





 






(1) The Bond Default Rating used from Moody’s RiskCalc
should be the lower of the 1-year or 5-year rating outputs.


 


**   This Risk Factor Rating
shall be assigned to any Obligor with a TTM EBITDA of less than $5,000,000; provided, however, that such Obligor would
not be assigned a Risk Factor Rating of 6500 pursuant to footnote *** below.


 


 *** This Risk Factor Rating shall be assigned to any Obligor
with TTM EBITDA of less than $5,000,000 and (i) other than with respect to Uni-Tranche Loans, Senior Total Funded Debt to TTM EBITDA
of greater than 3.75x, (ii) other than with respect to Uni-Tranche Loans, Total Funded Debt to TTM EBITDA of greater than 5.25x or
(iii) with respect to Uni-Tranche Loans, Total Funded Debt to TTM EBITDA of greater than 4.00x.


 


(2)   Collateral Loans with a Bond Default Rating of Caa-C
shall be divided into two sub-categories based on their expected default frequencies as outlined above. Collateral Loans with a Risk
Factor greater than 6500 are not eligible


 






     


     


    

 


Schedule
8


 


Closing
Memorandum


 


Attached.


 






     


     


    

 


Schedule
9


 


Closing
Date Participation Interests


 


	Issuer	Asset Name	Principal Balance
	Avison Young (USA) Inc.	Fifth Amendment Incremental Term Loans	$4,173,913.05
	Avison Young (USA) Inc.	First Lien Term Loan	$1,929,824.54
	EOS Finco S.A.R.L.	Tranche B-1 Term Loans	$1,250,000.00
	Golden State Buyer, Inc.	Initial Term Loans	$4,986,817.91
	IF & P Holdings Company, LLC	Initial Term Loans	$7,129,521.15
	NTM Acquisition Corp.	First Lien Term Loan	$4,463,273.75


 






    -2-


     


    

 


Exhibit A


 


[Form of
Notice of Borrowing]


 


[Date]


 


KeyBank National Association


as Administrative Agent


1000 South McCaslin Boulevard


Superior, Colorado 80027


Attn: Richard Andersen


Telephone No: (720) 304-1247


Facsimile No.: (216) 370-9166


E-mail: LAS.OPERATIONS.KEF@key.com


Ref: MC Income Plus Financing SPV II LLC


 


U.S. Bank Trust Company, National Association

as Collateral Agent

Global Corporate Trust – CDO Unit


One Federal Street, Third Floor


Boston, Massachusetts


Attn: Lynne Caulfield


Ref: MC Income Plus Financing SPV II LLC


 


Notice
of Borrowing


 


This Notice of Borrowing is
made pursuant to Section 2.02 of that certain Term Credit and Security Agreement dated as of December 20, 2022 (as the
same may from time to time be amended, supplemented, waived or modified, the “Credit Agreement”) among MC Income Plus
Financing SPV II LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”);
Monroe Capital Income Plus Corporation, a Maryland corporation, as the collateral manager (together with its permitted successors and
assigns, the “Collateral Manager”); the Lenders from time to time party thereto; KeyBank National Association, as administrative
agent for the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Administrative
Agent”); U.S. Bank Trust Company, National Association, as collateral agent for the Secured Parties (in such capacity, together
with its successors and assigns, the “Collateral Agent”); U.S. Bank National Association, as document custodian; and
U.S. Bank Trust Company, National Association, as collateral administrator. Capitalized terms used but not otherwise defined herein shall
have the respective meanings assigned to such terms in the Credit Agreement.


 


1.            The
Borrower hereby requests that on December 20, 2022 (the “Borrowing Date”) it receive Borrowings under the Credit
Agreement in an aggregate principal amount of One Hundred Million Dollars ($100,000,000) (the “Requested Amount”).


 






     


     


    

 


2.            The
Borrower hereby gives notice of its request for the Term Loan in an aggregate principal amount equal to the Requested Amount to the Collateral
Agent (who shall forward such request to the Lenders) pursuant to Section 2.02 of the Credit Agreement and requests that the
Lenders remit, or cause to be remitted, the proceeds thereof to the Collateral Agent Account in the respective pro rata amounts in accordance
with the following wiring instructions:


 


U.S. Bank N.A.


ABA     091-000-022


Acct      104797950235


Acct name: MC Income Plus Financing SPV II LLC


Ref:        MCIP
SPV II Facility / MC Income Plus Financing SPV II LLC


 


3.            The
Borrower certifies that immediately after giving effect to the proposed Borrowing on the Borrowing Date each of the applicable conditions
precedent set forth in Section 3.01 of the Credit Agreement is satisfied, including:


 


(1)            immediately
after the making of the Term Loan on the Borrowing Date, each Coverage Test shall be satisfied;


 


(2)            immediately
after the making of the Term Loan on the Borrowing Date, each Portfolio Quality Test shall be satisfied;


 


(3)            each
of the representations and warranties of the Borrower contained in Article IV of the Credit Agreement is true and correct
in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which
shall be true and correct) as of the Borrowing Date (except to the extent such representations and warranties expressly relate to any
earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date);
and


 


(4)            no
Default, Event of Default, Potential Collateral Manager Termination Event or Collateral Manager Termination Event shall have occurred
and be continuing at the time of the making of the Term Loan or shall result upon the making of the Term Loan.


 


[Signature
Page to Follow]


 






    -2-


     


    

 


This Notice of Borrowing is
made this ____ day of ________, 20__.


 








	 	MC
Income Plus Financing SPV II LLC, as Borrower

	 	 	 
	 	By:	 Monroe
Capital Income Plus Corporation, as Designated Manager
	 	 	 
		By	






	 	 	Name:	






	 	 	Title:	



 






    -3-


     


    

 


Exhibit B


 


[Form of
Notice of Prepayment]


 


[Date]


 


KeyBank National Association


as Administrative Agent


1000 South McCaslin Boulevard


Superior, Colorado 80027


Attn: Richard Andersen


Telephone No: (720) 304-1247


Facsimile No.: (216) 370-9166


E-mail: LAS.OPERATIONS.KEF@key.com


Ref: MC Income Plus Financing SPV II LLC


 


U.S. Bank Trust Company, National Association

as Collateral Agent

Global Corporate Trust – CDO Unit


One Federal Street, Third Floor


Boston, Massachusetts


Attn: Lynne Caulfield


Ref: MC Income Plus Financing SPV II LLC


 


Notice
of Prepayment


 


This Notice of Prepayment
is made pursuant to Section 2.05 of that certain Term Credit and Security Agreement dated as of December 20, 2022 (as
the same may from time to time be amended, supplemented, waived or modified, the “Credit Agreement”) among MC Income
Plus Financing SPV II LLC, a Delaware limited liability company, as borrower (the “Borrower”); company, as borrower
(together with its permitted successors and assigns, the “Borrower”); Monroe Capital Income Plus Corporation, a Maryland
corporation, as the collateral manager (together with its permitted successors and assigns, the “Collateral Manager”);
the Lenders from time to time party thereto; KeyBank National Association, as administrative agent for the Secured Parties (in such capacity,
together with its successors and assigns, the “Administrative Agent”); U.S. Bank Trust Company, National Association,
as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”);
U.S. Bank National Association, as document custodian; and U.S. Bank Trust Company, National Association, as collateral administrator.
Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.


 


1.            The
Borrower hereby gives notice that on __________, 20__ (the “Prepayment Date”) it will make a prepayment under the Credit
Agreement in the principal amount of _____________ Dollars ($ _________) (the “Prepayment Amount”).


 






    


     


    

 


2.            The
Borrower hereby gives notice of intent to prepay an aggregate principal amount equal to the Prepayment Amount to the Collateral Agent
pursuant to Section 2.05 of the Credit Agreement and will remit, or cause to be remitted, the proceeds thereof to the Agent’s
Account. The calculation of the Coverage Tests after giving effect to such prepayment is set forth in Schedule I hereto.


 


[Signature
Page to Follow]


 






    -2-


     


    

 


Witness
my hand on this ____ day of ___________, 20__.


 





	 	MC INCOME PLUS FINANCING SPV II LLC, as Borrower
	 	 	 
	 	By:	 Monroe
Capital Income Plus Corporation, as Designated Manager
	 	 	 
		By	






	 	 	Name:	






	 	 	Title:	



 






    -3-


     


    

 


Schedule
I

to Notice of Prepayment


 


Attached.


 






     


     


    

 


Exhibit C


 


[Form of
Assignment and Acceptance]


 


KeyBank National Association


as Administrative Agent


1000 South McCaslin Boulevard


Superior, Colorado 80027


Attn: Richard Andersen


Telephone No: (720) 304-1247


Facsimile No.: (216) 370-9166


E-mail: LAS.OPERATIONS.KEF@key.com


Ref: MC Income Plus Financing SPV II LLC


 


		cc:	U.S. Bank Trust Company, National Association

as Collateral Agent

Global Corporate Trust – CDO Unit






One Federal Street, Third Floor


Boston, Massachusetts


Attn: Lynne Caulfield


 


MC Income Plus Financing SPV II LLC


c/o Monroe Capital Income Plus Corporation


126 East 56th Street


32nd Floor


New York, New York 10022


Attn: Dina Kook


Telephone No: (646) 386-2420


E-mail: dkook@monroecap.com


 


Ref: MC Income Plus Financing
SPV II LLC


 


Reference is made to the
Term Credit and Security Agreement dated as of December 20, 2022 (as the same may from time to time be amended, supplemented, waived
or modified, the “Credit Agreement”) among [Insert Name of Assigning Lender] (the “Assignor”);
MC Income Plus Financing SPV II LLC, a Delaware limited liability company, as borrower (the “Borrower”); Monroe Capital
Income Plus Corporation, a Maryland corporation, as the collateral manager (together with its permitted successors and assigns, the “Collateral
Manager”); the other Lenders from time to time party thereto; KeyBank National Association, as administrative agent for the
Secured Parties (in such capacity, together with its successors and assigns, the “Administrative Agent”); U.S. Bank
Trust Company, National Association, as collateral agent for the Secured Parties (in such capacity, together with its successors and
assigns, the “Collateral Agent”); U.S. Bank National Association, as document custodian; and U.S. Bank Trust Company,
National Association, as collateral administrator. Capitalized terms used but not otherwise defined herein shall have the respective
meanings assigned to such terms in the Credit Agreement.


 






     


     


    

 


The Assignor and the “Assignee”
referred to on Schedule I hereto agree as follows:


 


1.            As
of the Effective Date (as defined below), the Assignor hereby absolutely and unconditionally sells and assigns, without recourse, to the
Assignee, and the Assignee hereby purchases and assumes, without recourse to or representation of any kind (except as set forth below)
from Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement and under the other Facility
Documents equal to the percentage interest specified on Schedule I hereto, including the Assignor’s percentage interest specified
on Schedule I hereto of the outstanding principal amount of the Term Loan to the Borrower (such rights and obligations assigned hereby
being the “Assigned Interests”). After giving effect to such sale, assignment and assumption, the Assignee’s
 “Percentage” will be as set forth on Schedule I hereto.


 


2.            The
Assignor (i) represents and warrants that immediately prior to the Effective Date it is the legal and beneficial owner of the Assigned
Interest free and clear of any Lien created by the Assignor; (ii) makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in connection with the Facility Documents or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security or ownership interest
created or purported to be created under or in connection with, the Facility Documents or any other instrument or document furnished pursuant
thereto or the condition or value of the Assigned Interest, Collateral relating to the Borrower, or any interest therein; and (iii) makes
no representation or warranty and assumes no responsibility with respect to the condition (financial or otherwise) of the Borrower, the
Administrative Agent, the Collateral Manager or any other Person, or the performance or observance by any Person of any of its obligations
under any Facility Document or any instrument or document furnished pursuant thereto.


 


3.            The
Assignee (i) confirms that it has received a copy of the Credit Agreement and the other Facility Documents, together with copies
of any financial statements delivered pursuant to Section 5.01 of the Credit Agreement and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees
that it will, independently and without reliance upon the Administrative Agent, the Assignor, or any other Lender 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
or in connection with any of the Facility Documents; (iii) appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers and discretion under the Facility Documents as are delegated to the Administrative Agent
by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will
perform in accordance with their terms all of the obligations that by the terms of the Facility Documents are required to be performed
by it as a Lender.


 






    -2-


     


    

 


4.            The
Assignee, by checking the box below, (i) acknowledges that it is required to be a Qualified Purchaser for purposes of the Investment
Company Act and a QIB as defined in Rule 144A under the Securities Act at the time it becomes a Lender and on the date on which the
Term Loan is made under the Credit Agreement and (ii) represents and warrants to the Assignor, the Borrower and the Agents that the
Assignee is a Qualified Purchaser:


 


		 ̈	By checking this box, the Assignee represents
and warrants that it is a Qualified Purchaser and a QIB.



 


5.            Following
the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording by the
Administrative Agent. The effective date for this Assignment and Acceptance (the “Effective Date”) shall be the date
of acceptance hereof by the Administrative Agent, unless a later effective date is specified on Schedule I hereto.


 


6.            Upon
such acceptance and recording by the Administrative Agent, as of the Effective Date, (i) the Assignee shall be a party to and bound
by the provisions of the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations
of a Lender thereunder and under any other Facility Document, (ii) without limiting the generality of the foregoing, the Assignee
expressly acknowledges and agrees to its obligations of indemnification to the Agents pursuant to and as provided in Section 16.04
thereof, and (iii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released
from its obligations under the Credit Agreement and under any other Facility Document.


 


7.            Upon
such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Borrower shall make all payments under
the Credit Agreement in respect of the Assigned Interest to the Assignee. The Assignor and Assignee shall make all appropriate adjustments
in payments under the Credit Agreement and the Assigned Interests for periods prior to the Effective Date directly between themselves.


 


8.            This
Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York.


 


9.            Each
of the Borrower, the Collateral Agent, the Collateral Administrator, the Document Custodian and the Administrative Agent is an express
third-party beneficiary of this Assignment and Acceptance, with full rights as if it were a party hereto.


 


10.            This
Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of Schedule I to this Assignment and Acceptance by telecopier shall be effective as a delivery of
a manually executed counterpart of this Assignment and Acceptance.


 






    -3-


     


    

 


In
Witness Whereof, the Assignor and the Assignee have caused Schedule I to this Assignment and Acceptance to be executed by their
officers thereunto duly authorized as of the date specified thereon.


 






    -4-


     


    

 


Schedule
I


 


Percentage interest transferred by Assignor: __________%


 





		Assignor: 
	 	 	 
	 	[Insert Name of Assignor], as Assignor



 





		By	
	 	 	Authorized Signatory



 



		Assignee: 
	 	 	 
	 	[Insert Name of Assignee] as Assignee



 





 


		By	
	 	 	Authorized Signatory



 


Accepted this ___ day of __________, 20__


 


KeyBank National Association,
as Administrative Agent


 


	By		 
	 	Authorized Signatory	 




 





 


[Consented to this ___ day of _________, 20__


 


MC Income Plus Financing SPV
II LLC, as Borrower


 


By: Monroe Capital Income Plus
Corporation, as Designated Manager


 


	By	                                              	 
	 	Name:	                                                   	 
	 	Title:	_______________________________                                        ]1	




 





 






1 Insert in an Assignment and Acceptance if Borrower consent
is required


 



     


     


    




 


Exhibit D


 


Form of
Account Control Agreement


 






     


     


    

 


Exhibit E-1


 


Form of
Release of Related Documents


 


[Delivery Date]


 


BY FACSIMILE: (___) ____-____

_______________

_______________


 


_______________


 


_______________


 


Attention: _______________


 


		Re:	Term Credit and Security Agreement dated as of December 20, 2022 (as extended, renewed, amended or
restated from time to time, the “Credit Agreement”), among MC Income Plus Financing SPV II LLC, a Delaware limited
liability company, as borrower (together with its permitted successors and assigns, the “Borrower”); Monroe Capital
Income Plus Corporation, a Maryland corporation, as the collateral manager (together with its permitted successors and assigns, the “Collateral
Manager”); the Lenders from time to time party thereto; KeyBank National Association, as administrative agent (in such capacity,
together with its successors and assigns, the “Administrative Agent”); U.S. Bank Trust Company, National Association,
as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”); U.S. Bank
National Association, as collateral administrator (in such capacity, together with its successors and assigns, the “Collateral
Administrator”) and U.S. Bank Trust Company, National Association, as document custodian (in such capacity, together with its
successors and assigns, the “Document Custodian”).



 


Ladies and Gentlemen:


 


In connection with the Related
Documents held by U.S. Bank National Association as the Document Custodian on behalf of the Administrative Agent as agent for the Secured
Parties, under the Credit Agreement, we request the release of the Related Documents (or such documents as specified below) for the Collateral
Loans described below, for the reason indicated. All capitalized terms used but not defined herein shall have the meaning provided in
the Credit Agreement.


 


Obligor’s
Name, Address & Zip Code:


 


Loan
Identification Number:


 


Related
Documents to be released:


 


Reason
for Requesting Documents (check one)


 






     


     


    

 


		____	1.Collateral Loan paid in full. (The Collateral Manager hereby certifies that all amounts received
in connection with such Collateral Loan have been credited to the Collection Account.)



 


		_____	2.Collateral Loan liquidated by ____________________________. (The Collateral Manager hereby certifies
that all proceeds (net of liquidation expenses which the Collateral Manager may retain to pay such expenses) of foreclosure, insurance,
condemnation or other liquidation have been finally received and credited to the Collection Account.)



 


		____	3.Collateral Loan in foreclosure.



 


		____	4.Delivered in Error.



 


		____	5.Substitution.



 


		____	6.Failure to satisfy Review Criteria.



 


		____	7.Repurchased.



 


		____	8.Discretionary Sale.



 


		____	9.Termination of Agreement.



 


		____	10.Servicing.
	 	 	 
	 	____	11.Other (explain).	 	 
	 	 	 	 	 
	 	 	 	 	 



 


If box 1, 2, 4, 5, 6, 7, 8, 9 or 10 above is checked,
and if all or part of the Related Documents were previously released to us, please release to us the Related Documents, requested in our
previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified Collateral
Loan.


 


If box 3, 11 or 12 above is checked, we will return
of all of the above Related Documents to you as the Document Custodian (i) promptly upon the request of the Administrative Agent
or (ii) when our need therefor no longer exists.


 


[Remainder of Page Intentionally Left Blank]


 






    -2-


     


    

 








	 	Monroe Capital Income
Plus Corporation, as the Collateral Manager
	 	 	 



 


		By	






	 	 	Name	






	 	 	Title	



 


Consent of Administrative Agent if required under
the Agreement:


 


KeyBank National Association,
as Administrative Agent


 





	By		 






	 	Name		 






	 	Title		 



 







    -3-


     


    

 



 


EXHIBIT E-2


 


CERTIFICATE
FOR RELEASE OF RELATED DOCUMENTS

[Liquidated Collateral Loans and Sales]


 


This Certificate for Release of Related Documents
is made pursuant to the Term Credit and Security Agreement dated as of December 20, 2022, among MC Income Plus Financing SPV II LLC,
as Borrower, Monroe Capital Income Plus Corporation, as Collateral Manager, U.S. Bank Trust Company, National Association, as Collateral
Agent and as Collateral Administrator, U.S. Bank National Association, as Document Custodian, the Lenders from time to time parties thereto,
and KeyBank National Association, as Administrative Agent (the “Term Credit and Security Agreement”).


 


[__________________] hereby certifies that he/she
is a Responsible Officer (as the term is defined in the Term Credit and Security Agreement) of Monroe Capital Income Plus Corporation,
and hereby further certifies in such capacity and not in an individual capacity as follows:


 


With respect to the Collateral Loan(s) (as
the term is defined in the Term Credit and Security Agreement) described in Schedule 1 attached hereto:


 


		(a)	[Such Collateral Loan(s) has or have been liquidated and all amounts received or to be received in
connection with such liquidation that are required to be deposited have been or will be so deposited as required by the Term Credit and
Security Agreement][Such Collateral Loan(s) have been sold pursuant to a discretionary sale in accordance with Section 10.01
of the Term Credit and Security Agreement][Such Collateral Loan(s) has or have been repurchased/substituted in accordance with Section 10.03
of the Term Credit and Security Agreement]; and



 


		(b)	No Potential Collateral Manager Termination Event or Collateral Manager Termination Event (as each such
term is defined in the Term Credit and Security Agreement) has occurred and is continuing, or, if such has occurred and is continuing,
the consent of the Administrative Agent has been obtained with respect to this request.



 


	Dated: _______________	 
	 	 
	 	MONROE CAPITAL INCOME PLUS CORPORATION
	 	 
	 	By:	                       
	 	Name:
	 	Title:




 






     


     


    

 


SCHEDULE 1


Request for Release of Request


for Release and Receipt


 


[LIQUIDATED][SOLD][SUBSTITUTED] LOAN(S)


 






    -2-


     


    

 


Exhibit F


 


Form of
Facility Amount Increase Request


 


_____________, 202__


 


To:     KeyBank
National Association, as Administrative Agent for the Lenders parties to the Revolving Credit and
Security Agreement dated as of December 20, 2022 (as extended, renewed, amended or restated from time to time, the “Credit
Agreement”), among MC Income Plus Financing SPV II LLC, a Delaware limited liability
company, as borrower (together with its permitted successors and assigns, the “Borrower”); Monroe
Capital Income Plus Corporation, a Maryland corporation, as the collateral manager (together with its permitted successors and
assigns, the “Collateral Manager”); the Lenders from time to time party thereto; KeyBank
National Association, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative
Agent”); KeyBank National Association, as lead arranger; U.S.
Bank Trust Company, National Association, as collateral agent; U.S. Bank National Association,
as document custodian; and U.S. Bank Trust Company, National Association, as collateral
administrator.


 


Ladies and Gentlemen:


 


The Borrower hereby refers
to the Credit Agreement and requests that the Administrative Agent consent to an increase in the Facility Amount (the “Facility
Amount Increase”), in accordance with Section 2.15 of the Credit Agreement, to be effected by [an increase in
the Commitment of [name of existing Lender] (the “Increasing Lender”)] [the addition of [name of new Lender] (the “New
Lender”) as a Lender] under the terms of the Credit Agreement. Capitalized terms used herein without definition shall have
the same meanings herein as such terms have in the Credit Agreement.


 


After giving effect to such
Facility Amount Increase, the Commitment of the [Lender] [New Lender] shall be $_____________.


 


[Include paragraphs 1-4 for a New Lender]


 


1.            The
New Lender hereby confirms that it has received a copy of the Facility Documents and the exhibits related thereto, together with copies
of the documents which were required to be delivered under the Credit Agreement as a condition to the making of the Term Loan thereunder.
The New Lender acknowledges and agrees that it has made and will continue to make, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it has deemed appropriate, its own credit analysis and decisions
relating to the Credit Agreement. The New Lender further acknowledges and agrees that the Administrative Agent has not made any representations
or warranties about the credit worthiness of the Borrower or any other party to the Credit Agreement or any other Facility Document or
with respect to the legality, validity, sufficiency or enforceability of the Credit Agreement or any other Facility Document or the value
of any security therefor.


 






     


     


    

 


2.            Except
as otherwise provided in the Credit Agreement, effective as of the date of acceptance hereof by the Administrative Agent, the New Lender
(i) shall be deemed automatically to have become a party to the Credit Agreement and have all the rights and obligations of a “Lender”
under the Credit Agreement as if it were an original signatory thereto and (ii) agrees to be bound by the terms and conditions set
forth in the Credit Agreement as if it were an original signatory thereto.


 


3.            The
New Lender shall deliver to the Administrative Agent such information and shall complete such forms as are reasonably requested of the
New Lender by the Administrative Agent.


 


[4.     The
New Lender has delivered, if appropriate, to the Borrower and the Administrative Agent (or is delivering to the Borrower and the Administrative
Agent concurrently herewith) the tax forms referred to in Section 16.03 of the Credit Agreement.]*


 


This
Agreement shall be deemed to be a contractual obligation under, and shall be governed by and construed in accordance with, the laws of
the state of New York.


 


The Facility Amount Increase
shall be effective when the executed consent of the Administrative Agent and each [New][Increasing] Lender is received or otherwise in
accordance with Section 2.15 of the Credit Agreement, but not in any case prior to ___________________, 202__. It shall be
a condition to the effectiveness of the Facility Amount Increase that all expenses of the Administrative Agent referred to in Section 2.15
of the Credit Agreement shall have been paid.


 


The Borrower hereby certifies
that no Default or Event of Default has occurred and is continuing.


 


Please indicate the Administrative
Agent’s consent to such Facility Amount Increase by signing the enclosed copy of this letter in the space provided below.


 


 






*  Insert bracketed paragraph if New Lender is organized under the law of a jurisdiction other than the United States of America
or a state thereof.


 






    -2-


     


    

 


	 	Very truly yours,
	 	 
	 	MC Income Plus Financing SPV II LLC
	 	 
	 	By:
    Monroe Capital Income Plus Corporation, as Designated
    Manager
	 	 
	 	By	                      
	 	 	Name:	 
	 	 	Title:	                    
	 	 
	 	[New or existing Lender Increasing
    Commitments]
	 	 
	 	By	 
	 	 	Name	 
	 	 	Title	 



 


	The undersigned hereby consents on

this __ day
    of _____________, 20__

to the above-requested Facility

Amount Increase.	 
	 	 
	KeyBank National Association,
    as Administrative Agent	 
	 	 
	By	           	 
	 	Name	                	 
	 	Title	 	 




 






    -3-


     


    

 


Exhibit G


 


COLLATERAL
LOANS CERTIFICATION


 


This
Collateral Loans Certification is made pursuant to the Term Credit and Security Agreement dated as of December 20, 2022 (together
with all amendments, if any, from time to time, the “Term Credit and Security Agreement”), among MC Income Plus Financing
SPV II LLC, as Borrower, Monroe Capital Income Plus Corporation, as Collateral Manager, U.S. Bank Trust Company, National Association,
as Collateral Agent and as Collateral Administrator, U.S. Bank National Association, as Document Custodian, the Lenders from time to time
parties thereto, and KeyBank National Association, as Administrative Agent. Unless otherwise defined herein or the context otherwise requires,
capitalized terms used herein have the meanings provided in the Term Credit and Security Agreement.


 


[__________________] hereby certifies that he/she
is a Responsible Officer of the Collateral Manager, and hereby further certifies in such capacity and not in an individual capacity as
follows:


 


With respect to the Collateral Loan(s) described
in Annex 1 attached hereto:


 


		(a)	Except to the extent provided in Section 7.05 and Section 14.07 of the Term Credit and Security
Agreement and subject to ongoing compliance with such Sections, the Related Documents delivered to the Document Custodian include all
of the documents required to be delivered to the Document Custodian under the Term Credit and Security Agreement, except those documents
that do not exist with respect to such Collateral Loan(s), as indicated on Annex 1 (each, an “Exception”);



 


		(b)	Any Exception satisfies the requirements of the Term Credit and Security Agreement; and



 


		(c)	All of the documents and the information contained on Annex 1 are complete and correct in all material
respects.



 


	Dated:___________	 
	 	 
	 	MONROE CAPITAL INCOME PLUS CORPORATION, as Collateral
    Manager
	 	 
	 	By:	                    
	 	Name:
	 	Title:




 






     


     


    

 


Exhibit H


 


Form of
Closing Certificate


 


Pursuant to Section 3.01
of that certain Term Credit and Security Agreement (the “Credit Agreement”), dated as December 20, 2022, by and
among MC Income Plus Financing SPV II LLC, a Delaware limited liability company, as borrower (the “Borrower”), Monroe
Capital Income Plus Corporation, a Maryland corporation, as collateral manager, the Lenders from time to time party thereto, KeyBank National
Association, as Administrative Agent, and U.S. Bank Trust Company, National Association, as collateral agent (the “Collateral
Agent”) and as collateral administrator, U.S. Bank National Association, as document custodian, Borrower does hereby certify
that, in the case of each item of Collateral pledged to the Collateral Agent, on the date hereof and immediately prior to the delivery
thereof on the date hereof:


 


On the Closing Date, each Coverage Test
is satisfied, the Minimum Equity Amount Test is satisfied and no Default or Event of Default has occurred and is continuing under the
Credit Agreement.


 


Capitalized terms used but
not defined herein shall have the meaning given to such terms in the Credit Agreement.


 






     


     


    

 


IN WITNESS WHEREOF, the Borrower has caused this
Closing Certificate to be duly executed as of the day and year first above written.


 


	 	MC Income Plus Financing
    SPV II LLC, as Borrower
	 	 
	 	By:
    Monroe Capital Income Plus Corporation, as Designated
    Manager
	 	 
	 	By:	 
	 	 	Name:	                
	 	 	Title:	 






 






     


     


    

 


Schedule
I


 


to Closing
Certificate


 


[To be attached.]


 






     


     


    

 


Exhibit I-A


 


[Form of]

U.S. Tax Compliance Certificate


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


 


Reference
is made to the Term Credit and Security Agreement dated as of December 20, 2022 (as extended, renewed, amended or restated from time
to time, the “Credit Agreement”) among MC Income Plus Financing SPV II LLC, as Borrower, Monroe Capital Income
Plus Corporation, as Collateral Manager, the Lenders from time to time party thereto, KeyBank National Association, as Administrative
Agent (the “Administrative Agent”), and U.S. Bank Trust Company, National Association, as Collateral Agent and as Collateral
Administrator, U.S. Bank National Association, as Document Custodian. Terms defined in the Credit Agreement are used herein with the same
meaning.


 


Pursuant to the provisions
of Section 16.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the Term Loan in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code
and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the
Code.


 


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


 


	 	[Name of Lender]
	 	 
	 	By:	 
	 	 	Name:	                                              
	 	 	Title:	 
	 	 	 	 
	 	Date: __________________________________     ,
    20[_]






 






     


     


    

 


Exhibit I-B


 


[Form of]

U.S. Tax Compliance Certificate


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


 


Reference
is made to the Term Credit and Security Agreement dated as of December 20, 2022 (as extended, renewed, amended or restated from time
to time, the “Credit Agreement”) among MC Income Plus Financing SPV II LLC, as Borrower, Monroe Capital Income
Plus Corporation, as Collateral Manager, the Lenders from time to time party thereto, KeyBank National Association, as Administrative
Agent (the “Administrative Agent”), and U.S. Bank Trust Company, National Association, as Collateral Agent and as Collateral
Administrator, U.S. Bank National Association, as Document Custodian. Terms defined in the Credit Agreement are used herein with the same
meaning.


 


Pursuant to the provisions
of Section 16.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the participation(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code
and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the
Code.


 


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


 


	 	[Name
of Participant]
	 	 
	 	By:	 
	 	 	Name:	                                              
	 	 	Title:	 
	 	 	 	 
	 	Date: __________________________________     ,
    20[_]



 






    -2-


     


    

 


Exhibit I-C


 


[Form of]

U.S. Tax Compliance Certificate


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


 


Reference
is made to the Term Credit and Security Agreement dated as of December 20, 2022 (as extended, renewed, amended or restated from time
to time, the “Credit Agreement”) among MC Income Plus Financing SPV II LLC, as Borrower, Monroe Capital Income
Plus Corporation, as Collateral Manager, the Lenders from time to time party thereto, KeyBank National Association, as Administrative
Agent (the “Administrative Agent”), and U.S. Bank National Association, as Collateral Agent, Collateral Administrator
and Document Custodian. Terms defined in the Credit Agreement are used herein with the same meaning.


 


Pursuant to the provisions
of Section 16.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation(s) in
respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of
such participation(s), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Facility Documents,
neither the undersigned nor any of its direct or indirect partners/members is a bank within the meaning of Section 881(c)(3)(A) of
the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of
Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


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


 


	 	[Name
of Participant]
	 	 
	 	By:	 
	 	 	Name:	                                              
	 	 	Title:	 
	 	 	 	 
	 	Date: __________________________________     ,
    20[_]



 






    -3-


     


    

 


Exhibit I-D


 


[Form of]

U.S. Tax Compliance Certificate


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


 


Reference
is made to the Term Credit and Security Agreement dated as of December 20, 2022 (as extended, renewed, amended or restated from time
to time, the “Credit Agreement”) among MC Income Plus Financing SPV II LLC, as Borrower, Monroe Capital Income
Plus Corporation, as Collateral Manager, the Lenders from time to time party thereto, KeyBank National Association, as Administrative
Agent (the “Administrative Agent”), and U.S. Bank Trust Company, National Association, as Collateral Agent and as Collateral
Administrator, U.S. Bank National Association, as Document Custodian. Terms defined in the Credit Agreement are used herein with the same
meaning.


 


Pursuant to the provisions
of Section 16.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Term
Loan in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial
owners of the Term Loan, (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Facility Documents,
neither the undersigned nor any of its direct or indirect partners/members is a bank within the meaning of Section 881(c)(3)(A) of
the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of
Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


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


 


	 	[Name of Lender]
	 	 
	 	By:	 
	 	 	Name:	                                              
	 	 	Title:	 
	 	 	 	 
	 	Date: __________________________________     ,
    20[_]



 






    -4-


     


    

 


Exhibit J


 


Form of
Compliance Certificate


 


Pursuant
to Section 5.01(d)(ix) of that certain Term Credit and Security Agreement (the “Credit Agreement”),
dated as of December 20, 2022, by and among MC Income Plus Financing SPV II LLC, a Delaware limited liability company, as borrower
(the “Borrower”), Monroe Capital Income Plus Corporation, a Maryland corporation,
as collateral manager, the Lenders from time to time party thereto, KeyBank National Association, as Administrative Agent, and U.S. Bank
Trust Company, National Association, as collateral agent (the “Collateral Agent”) and as collateral administrator,
U.S. Bank National Association, as document custodian, Borrower does hereby certify that as of the most recent Determination Date:


 


On such Determination Date, each Coverage
Test and the Minimum Equity Amount Test were satisfied (as demonstrated by the calculation of each such test on Schedule I hereto) and
no Default or Event of Default has occurred and is continuing under the Credit Agreement, as demonstrated on the “Compliance Certificate”
and related “Calculation Sheet” delivered as part of the Monthly Report with respect to the ____________ __, 20__ Monthly
Report Determination Date.


 


Capitalized terms used but
not defined herein shall have the meaning given to such terms in the Credit Agreement.


 






     


     


    

 


IN WITNESS WHEREOF, the Borrower has caused this
Closing Certificate to be duly executed as of the day and year first above written.


 


	 	MC Income Plus Financing SPV II LLC, as
    Borrower
	 	 
	 	By: Monroe Capital Income Plus Corporation, as
    Designated Manager
	 	 
	 	By:	                    
	 	 	Name:	                  
	 	 	Title:	 






 






     


     


    

 


Schedule
I to Compliance Certificate


 


Calculation
of each coverage test and minimum equity test


 






     


     


    

 


Exhibit K


 


[Reserved]


 






     


     


    

 


EXHIBIT L


 


FORM OF CUSTODIAL CERTIFICATION


 


[Date]


 


MC Income Plus Financing SPV II LLC


c/o Monroe Capital Income Plus Corporation


126 East 56th Street


32nd Floor


New York, New York 10022


Attn: Dina Kook


Telephone No: (646) 386-2420


Facsimile No.: (312) 258-8350


E-mail: dkook@monroecap.com


 


U.S. Bank National Association


Global Corporate Trust – CDO Unit


One Federal Street, Third Floor


Boston, Massachusetts 


Attn: Lynora Caulfield


Ref: MC Income Plus Financing SPV II LLC


Telephone No: (617) 603-6641


Facsimile No.: (855) 791-2099


E-mail: lynora.caulfield@usbank.com


 


KeyBank National Association


1000 South McCaslin Boulevard


Superior, Colorado 80027


Attn: Richard Andersen


Telephone No: (720) 304-1247


Facsimile No.: (216) 370-9166


E-mail: LAS.OPERATIONS.KEF@key.com


 


Re:     Term
Credit and Security Agreement dated as of December 20, 2022 (the “Credit Agreement”), by and among MC Income Plus
Financing SPV II LLC, as the borrower (the “Borrower”), MC Capital Income Plus Corporation, as collateral manager (the
 “Collateral Manager”), the lenders from time to time parties thereto, KeyBank National Association, as administrative
agent (in such capacity, the “Administrative Agent”), U.S. Bank Trust Company, National Association, as collateral
agent (in such capacity, the “Collateral Agent”), as collateral administrator (in such capacity, the “Collateral
Administrator”) and U.S. Bank National Association, as document custodian (in such capacity, the “Document Custodian”)


 






     


     


    

 


Ladies and Gentlemen:


 


In accordance with the provisions
of Section 14.02(b) of the above-referenced Agreement, the undersigned, as Document Custodian, hereby certifies and confirms
that with respect to each of the Related Documents listed on the Loan Checklist annexed hereto as Schedule I, except as noted on the report
of exceptions attached hereto as Exhibit 1;


 


		(i)	all Related Documents and Loan Checklist required to be delivered to the Document Custodian pursuant to
Section 7.05 of the Agreement are in the Document Custodian’s possession; and



 


		(ii)	all Related Documents delivered to the Document Custodian related to each such Collateral Loans and the
related Loan Checklist have been reviewed by the Document Custodian and appear regular on their face and relate to such applicable Collateral
Loans.



 


The Document Custodian shall
have no liability for or obligation with respect to, and shall not be construed or obliged to make any representation or warranty as to:
(i) the validity, sufficiency, marketability, genuineness, value, contents or enforceability of any Collateral or Related Document;
(ii) the validity, adequacy or perfection of any lien upon or security interest purported to be evidenced or created thereby; or
(iii) to determine that the contents of any Collateral or Related Documents are appropriate for the represented purpose or that any
Collateral or Related Document has actually been recorded or filed, as maybe applicable, or that any Collateral or Related Document is
other than what it purports on its face to be.


 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Document Custodian
	 	 
	 	By:	                  
	 	Name:
	 	Title:




 






    -2-


     


    

 


Exhibit M


 


Form of
Substitute Loan Certification


 


Pursuant to Section 10.03(b)(xi) of
that certain Term Credit and Security Agreement (the “Credit Agreement”), dated as December 20, 2022, by and among
MC Income Plus Financing SPV II LLC, a Delaware limited liability company, as borrower (the “Borrower”), Monroe Capital
Income Plus Corporation, a Maryland corporation, as collateral manager, the Lenders from time to time party thereto, KeyBank National
Association, as Administrative Agent, U.S. Bank Trust Company, National Association, as collateral agent (the “Collateral Agent”)
and as collateral administrator, U.S. Bank National Association, as document custodian, Borrower does hereby certify that, in the case
of the substitution of a Collateral Loan with a Substitute Loan, on the date hereof:


 


(i)            such
Substitute Loan (x) is an Eligible First Lien Obligation (excluding Uni-Tranche Loans, Bifurcated First Lien Term Loans and Covenant
Lite Loans) and (y) has a lower Risk Factor Rating than the Loan being substituted for;


 


(ii)            after
giving effect to such substitution, each Coverage Test and Portfolio Quality Test is satisfied (or if any such Coverage Test or Portfolio
Quality Test is not satisfied, such test is maintained or improved after giving effect to such substitution);


 


(iii)            100%
of the proceeds from the sale of the Collateral Loan(s) to be replaced in connection with such Substitute Loan are either applied
by the Borrower to acquire the Substitute Loan(s) or deposited in the Principal Collection Subaccount;


 


(iv)            no
Default or Event of Default has occurred and is continuing (before or after giving effect to such substitution);


 


(v)            there
is no adverse selection, impacting the interest of the Secured Parties, by the Borrower or Collateral Manager with regard to such Collateral
Loans to be substituted or the Substitute Loans;


 


(vi)            the
Borrower and, if the Collateral Manager is the initial Collateral Manager or an Affiliate of the Borrower or the BDC, the Collateral Manager
(on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent and the Collateral Agent in connection
with any such substitution (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral
Agent on behalf of the Secured Parties in connection with such sale, substitution or repurchase);


 


(vii)            the
Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution
and shall deliver to the Document Custodian the Related Documents for any Substitute Loans;


 






     


     


    

 


(viii)            upon
confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for, each applicable Collateral
Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral;


 


(ix)            the
Concentration Limitations (recalculated, solely for this purpose, as of the date of such proposed sale) are satisfied (or if there is
any Excess Concentration Amount, such Excess Concentration Amount is maintained or decreased after giving effect to such sale); and


 


(x)            in
connection with the substitution of a Collateral Loan the fair market value (expressed as a percentage of par) of which is lower than
95%, the Substitute Loan therefor has a fair market value (expressed as a percentage of par) higher than the Collateral Loan being substituted
for.


 


Capitalized terms used but
not defined herein shall have the meaning given to such terms in the Credit Agreement.


 






    -2-


     


    

 


IN WITNESS WHEREOF, the Borrower has caused this
Closing Certificate to be duly executed as of the day and year first above written.


 


	 	MC Income Plus Financing
    SPV II LLC, as Borrower
	 	 
	 	By:
    Monroe Capital Income Plus Corporation, as Designated
    Manager
	 	 
	 	By:	 
	 	 	Name:	               
	 	 	Title: