Exhibit 10.2 Purchase and Contribution Agreement








































PURCHASE AND CONTRIBUTION AGREEMENT 
Dated as of June 23, 2011
Between




PENNANTPARK FLOATING RATE FUNDING I, LLC




as Buyer




and




PENNANTPARK FLOATING RATE CAPITAL LTD. 
as Seller











TABLE OF CONTENTS
Page


ARTICLE I     GENERAL ........................................................................................................ 1


Section 1.1     Certain Defined Terms ......................................................................................    1
Section 1.2    Other Definitional Provisions ........................................................................... 2


ARTICLE II    SALE AND CONVEYANCE ...........................................................................    2


Section 2.1    Sale.................................................................................................................... 2
Section 2.2    Assignments, Etc............................................................................................... 4


ARTICLE III    PURCHASE PRICE AND PAYMENT; MONTHLY REPORT ...................... 4


Section 3.1    Purchase Price .................................................................................................. 4
Section 3.2    Payment of Purchase Price................................................................................ 4


ARTICLE IV    REPRESENTATIONS AND WARRANTIES.................................................. 4


Section 4.1    Seller's Representations and Warranties .......................................................... 4
Section 4.2    Representations and Warranties of the Buyer................................................... 7


ARTICLE V     COVENANTS ................................................................................................ 8


Section 5.1    Seller Covenants .............................................................................................. 8


ARTICLE VI     REPURCHASE AND SUBSTITUTION OF LOANS....................................10


Section 6.1    Mandatory Repurchase of Warranty Loans .....................................................10
Section 6.2    Optional Substitutions .....................................................................................11
Section 6.3    Limitations on Substitutions and Repurchases ................................................12


ARTICLE VII    CONDITIONS PRECEDENT .........................................................................13


Section 7.1    Conditions to the Buyer's Obligations Regarding Loans ............................... 13


ARTICLE VIII    INDEMNIFICATION..................................................................................... 13


Section 8.1    Indemnification by the Seller.........................................................................  13


ARTICLE IX    TERM AND TERMINATION ..................................................................................  14


Section 9.1    Termination....................................................................................................  14


ARTICLE X    MISCELLANEOUS PROVISIONS..........................................................................  14


Section 10.1    Amendment....................................................................................................  14
Section 10.2    Governing Law ..............................................................................................  15
Section 10.3    Notices ...........................................................................................................  15















TABLE OF CONTENTS (continued)




Section 10.4    Severability of Provisions ............................................................................  16
Section 10.5    Assignment ..................................................................................................   16
Section 10.6    Further Assurances........................................................................................  16
Section 10.7    No Waiver; Cumulative Remedies ...............................................................  17
Section 10.8    Counterparts .................................................................................................  17
Section 10.9    Binding Effect; Third-Party Beneficiaries ...................................................  17
Section 10.10    Merger and Integration ................................................................................  17
Section 10.11    Headings ......................................................................................................  18
Section 10.12    Schedules and Exhibits ................................................................................  18
Section 10.13    Recourse Against Certain Parties..................................................................  18
Section 10.14    Bankruptcy Non-Petition and Limited Recourse; Claims ...........................  18
Section 10.15    Waiver of Setoff............................................................................................  19
Section 10.16    Survival of Certain Provisions .....................................................................  19

























































































Exhibit A
Form of Assignment


PURCHASE AND CONTRIBUTION AGREEMENT


PURCHASE AND CONTRIBUTION AGREEMENT, dated as of June 23, 2011 by and between PENNANTPARK FLOATING RATE CAPITAL LTD., a Maryland corporation, as seller (the “Seller”), and PENNANTPARK FLOATING RATE FUNDING I, LLC, a Delaware limited liability company, as buyer (the “Buyer”).


W I T N E S S E T H:


WHEREAS, the Buyer desires to purchase from the Seller and the Seller desires to sell and/or contribute to the Buyer certain loans originated or purchased by the Seller in its normal course of business, together with, among other things, the related rights of payment thereunder and the interest of the Seller in the related property and other interests securing the payments to be made under such loans.


NOW, THEREFORE, it is hereby agreed by and between the Buyer and the Seller as follows:


ARTICLE I GENERAL


Section 1.1    Certain Defined Terms.


Certain capitalized terms used throughout this Agreement are defined above or in this Section 1.1.  In addition, capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement.


“Agreement”:    This  Purchase  and  Contribution  Agreement,  as  the  same  shall  be amended, supplemented, restated or modified from time to time.


“Credit Agreement”:  The Revolving Credit and Security Agreement, dated as of June 23,
2011, by and among the Buyer, as borrower thereunder, PennantPark Investment Advisers, LLC, as the Collateral Manager, the Lenders from time to time party thereto, SunTrust Robinson Humphrey, Inc., as Administrative Agent, U.S. Bank National Association, as Collateral Agent, U.S. Bank National Association, as Backup Collateral Manager, U.S. Bank National Association, as Custodian and U.S. Bank National Association, as Collateral Administrator, as the same may be amended, supplemented, restated or modified from time to time.


“Eligible Loan”:  A Loan which satisfies the criteria set forth in clauses (a) through (x) of the definition of “Collateral Loan” set forth in the Credit Agreement.


“Indemnified Party”: Defined in Section 8.1(a).


“Loan”: A loan, debt obligation, debt security or Participation Interest. “Loan List”:  Defined in Section 2.1(b).
“Losses”: Defined in Section 8.1(a).


“Net Purchased Loan Balance”:  As of any date of determination, an amount equal to (a) the Aggregate 









Principal Balance of all Transferred Loans sold and/or contributed by the Seller to the Buyer pursuant to this Agreement prior to such date minus (b) the Aggregate Principal Balance of all Transferred Loans (other than Warranty Loans) repurchased or substituted by the Seller prior to such date.


“Obligor Account”:  Defined in Section 5.1(d).


“Purchase”:  Any transfer made hereunder pursuant to Section 2.1. “Purchase Date”:  Defined in Section 2.1(a).
“Purchase Price”:  Defined in Section 3.1.


“Repurchase Price”:  For any Transferred Loan repurchased by the Seller pursuant to Section 6.1, an amount equal to (x) the original Purchase Price in respect of such Transferred Loan plus (y) all accrued and unpaid interest on such Transferred Loan minus (z) all Collections received by the Buyer (or its assigns) in respect of such Transferred Loan.


“Sale Documents”:  Defined in Section 4.1(c). “Substitute Loan”:  Defined in Section 6.2(a). “Transferred Collateral”:  Defined in Section 2.1(a).
“Transferred Loans”:   The Loans and related interests and property transferred and conveyed by the Seller to the Buyer from time to time pursuant to Section 2.1(a) and identified on the Loan List.


“Warranty Loan”:  Defined in Section 6.1.


Section 1.2    Other Definitional Provisions.


The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement or any Sale Document shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, Subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, Subsections, Schedules and Exhibits in or to this Agreement unless otherwise specified.


In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Credit Agreement, the terms and provisions contained herein shall govern with respect to this Agreement.
ARTICLE II
SALE AND CONVEYANCE


Section 2.1    Sale.


(a)      On each date a Loan is purchased (each “Purchase Date”), the Seller will sell, transfer, assign and set over and otherwise convey to the Buyer and the Buyer will purchase from the Seller, without recourse, all right, title and interest of the Seller in, to and under the following property, whether now existing or hereafter created or acquired (all of the property described in this Section 2.1(a) being collectively referred to herein as the “Transferred Collateral”):


(i)        the Loans identified on the applicable Loan List delivered by the Seller to the Buyer on or 









before the requested Purchase Date, together with all monies due or to become due in payment of such Loans on and after such Purchase Date;


(ii)    the Related Documents related to such Loans;


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


(iv)     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


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


(b)       The Seller further agrees to deliver to the Buyer a computer file containing a true and  complete  list  of  all  Transferred  Loans  as  of  each  Purchase  Date  (as  supplemented  or modified from time to time in accordance with the provisions hereof, the “Loan List”).  Such file or list shall be marked as Schedule I to this Agreement, shall be delivered to the Buyer as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement.


(c)       In connection with the sale of the Transferred Loans, the Seller further agrees that it will, at its own expense, indicate clearly and unambiguously in its computer files, on or prior to the related Purchase Date, that such Transferred Loans have been sold to the Buyer pursuant to this Agreement.


(d)       It is the intention of the parties hereto that the conveyance of the Transferred Loans by the Seller to the Buyer as provided in this Section 2.1 be, and be construed as, an absolute  sale,  without  recourse,  of  the  Transferred  Loans  by  the  Seller  to  the  Buyer. Furthermore, it is not intended that such conveyance be deemed a pledge of the Transferred Loans by the Seller to the Buyer to secure a debt or other obligation of the Seller.  If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 2.1 is determined, for any reason, not to be an absolute sale, then the parties intend that this Agreement shall be deemed to be a “security agreement” within the meaning of Article 9 of the UCC and the Seller hereby grants to the Buyer a “security interest” within the meaning of Article 9 of the
UCC in all of the Seller's right, title and interest in and to the Transferred Collateral, now existing and hereafter created, to secure a loan in an amount equal to the aggregate Purchase Price and each of the Seller's other payment obligations under this Agreement.


(e)       Upon each contribution or sale of one or more Transferred Loans from the Seller to the Buyer, the Seller shall Deliver such Transferred Loan to the Buyer, who hereby directs that such Transferred Loan be Delivered to the Collateral Agent (or the Custodian on its behalf, as applicable) as set forth in the Credit Agreement; provided, that, notwithstanding the foregoing, the Related Documents and Loan Checklist may be delivered within ten (10) Business Days of the contribution or acquisition.


Section 2.2    Assignments, Etc.


(a)       The Seller shall, on or prior to any Purchase Date with respect to the Transferred Loans, execute and deliver to the Buyer a written assignment from Seller to the Buyer substantially in the form of Exhibit A hereto.  From and after such Purchase Date, such Loans and related interests and property shall be deemed to be part of the Transferred Loans hereunder.











(b)       Covenants  of  the  Seller  In  Connection  With  Additions.    On  or  before  any Purchase Date with respect to any Transferred Loans to be acquired by the Buyer, the Seller shall:


(i)        note in its files that such Transferred Loans have been sold to the Buyer and deliver to the Buyer a list of such Transferred Loans, identified by account number, which computer file or microfiche list shall be as of such date incorporated into and made a part of this Agreement; and


(ii)       ensure  that  all  financing  statements  or  other  similar  instruments  or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer's ownership interest in the Transferred Loans have been duly filed.


ARTICLE III
PURCHASE PRICE AND PAYMENT; MONTHLY REPORT Section 3.1    Purchase Price.
The purchase price for each Transferred Loan sold to the Buyer by the Seller under this Agreement (the “Purchase Price”) shall be the fair market value for such Transferred Loan as determined from time to time by the Seller and the Buyer.


Section 3.2    Payment of Purchase Price.


(a)       The Purchase Price shall be paid by the Buyer on each related Purchase Date in cash or, at the option of the Seller, if the Buyer does not have sufficient cash to pay the full amount of the Purchase Price, by means of a capital contribution by the Seller to the Buyer.
(b)       All cash payments in respect of the Purchase Price of any Transferred Loan sold hereunder shall be made not later than 5:00 p.m. (New York City time) on the date specified therefor in lawful money of the United States in same day funds by depositing such amounts in the bank account designated in writing by the Seller to the Buyer.


ARTICLE IV REPRESENTATIONS AND WARRANTIES


Section 4.1    Seller's Representations and Warranties.


The Seller hereby represents and warrants to the Buyer, as of the Closing Date and each
Purchase Date, that:


(a)       Organization and Good Standing.  The Seller is a corporation duly organized and validly existing in good standing under the laws of the jurisdiction of its formation and has full power, authority and legal right to own its properties and conduct its business as such properties are presently owned and as such business is presently conducted, except where the failure to be in good standing or have such power, authority or right would not have a Material Adverse Effect.


(b)       Due Qualification.   The Seller is duly qualified to do business and is in good standing as a foreign corporation and has obtained all necessary licenses and approvals as required under the laws of all jurisdictions in which the ownership or lease of its property and or the conduct of its business requires such qualification, standing, license or approval, except to the extent that the failure to so qualify, maintain such standing or be so licensed or approved would not have a Material Adverse Effect.











(c)      Due Authorization.  The execution and delivery of and performance under this Agreement and each other document or instrument to be delivered by the Seller hereunder (collectively, the “Sale Documents”), and the consummation of the transactions provided for herein and therein have been duly authorized by the Seller by all necessary corporate action on the part of the Seller.


(d)       No Conflict.  The execution and delivery of this Agreement and each of the Sale Documents, the performance of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof, will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any material indenture, Loan, agreement, mortgage, deed of trust, or other instrument to which the Seller is a party or by which it or any of its property is bound, except where such conflict, contravention, breach, violation or default would not have a Material Adverse Effect.


(e)       No Proceedings.   There are no proceedings or investigations pending or, to the best knowledge of the Seller, threatened against the Seller, before any Governmental Authority (i) asserting the invalidity of this Agreement or any of the Sale Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Sale Documents, or (iii) seeking any determination or ruling which would, if adversely
determined, materially and adversely affect the performance by the Seller of its obligations under this Agreement or any of the Sale Documents.


(f)        All Consents Required. All material approvals, authorizations, consents, orders or other actions of any Person or of any Governmental Authority required in connection with the execution, delivery and performance by the Seller of this Agreement and the Sale Documents have been obtained.


(g)    Solvency.    The transactions contemplated under this Agreement and the Sale
Documents do not and will not render the Seller not Solvent.


(h)       Agreements  Enforceable.     This  Agreement  and  each  other  Sale  Document constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance  with  its  terms,  except  as  such  enforceability  may  be  limited  by  applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law.


(i)        Quality  of  Title.    Each  Transferred  Loan  is,  immediately  prior  to  the  sale hereunder to the Buyer, owned by the Seller free and clear of any Lien (other than Permitted Liens), and upon the sale, transfer or assignment hereunder, the Buyer shall acquire title to and ownership of each such Transferred Loan, free and clear of any lien (other than Permitted Liens).


(j)        Security Interest.  As described in Section 2.1(d) hereof, it is the intention of the parties hereto that the conveyance of the Transferred Collateral by the Seller to the Buyer be, and be construed as, an absolute sale without recourse.  If, however, notwithstanding the intention of the parties, such conveyance is determined for any reason not to be an absolute sale, the Seller grants a security interest (as defined in the UCC) to the Buyer in the Transferred Collateral, which  is  enforceable  in  accordance  with  the  UCC  upon  execution  and  delivery  of  this Agreement.    Upon the filing of UCC-1 financing statements naming the Buyer as purchaser/secured party and the Seller as seller/debtor, the Buyer shall have a first priority perfected security interest in the Transferred Collateral (subject to Permitted Liens).  All filings (including, without limitation, such UCC filings) as are necessary in any jurisdiction to perfect the interest of the Buyer in the Transferred Collateral have been made.


(k)       Location of Offices.  The Seller's jurisdiction of organization, principal place of business and chief executive office and the office where the Seller keeps all its books and records is located at the address of the Seller 









referred to in Section 10.3 hereof (or at such other locations as to which the notice and other requirements specified in Section 5.1(g) shall have been satisfied).


(l)        Value Given.   The cash payments and corresponding increase in the Seller's equity interest in the Buyer received by the Seller in respect of the purchase price of all Transferred Loans conveyed under this Agreement constitutes reasonably equivalent value therefor and the transfer by the Seller thereof to the Buyer was not made for or on account of an antecedent debt owed by the Seller to the Buyer, and such transfer was not and is not voidable or subject to avoidance under any section of the Bankruptcy Code.
(m)      Separate Entity.   The Seller is operated as an entity with assets and liabilities distinct from those of the Buyer and any Affiliates thereof, and the Seller hereby acknowledges that the Collateral Agent and the Secured Parties under the Credit Agreement are entering into the transactions contemplated by the Credit Agreement in reliance upon the Seller's identity as a separate legal entity from the Buyer and from each such Affiliate of the Buyer.


(n)       Eligibility of Loans.  As of the Closing Date and each subsequent Purchase Date, each Loan transferred on such date is an Eligible Loan.


(o)    Qualified Purchaser. As of the date hereof and as of each date on which the Credit
Agreement is in full force and effect, the Seller is and will be a Qualified Purchaser.


(p)       Notice to Agents and Obligors.  The Seller has directed all Obligors (and related paying agents) to pay all Collections directly to the Collection Account.


(q)       USA PATRIOT Act.   Neither the Seller nor any Affiliate of the Seller is (i) a country, territory, organization, person or entity named on an Office of Foreign Asset Control (OFAC) list, (ii) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a “Non-Cooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision; or (iv) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns.


(r)       Security Interest. This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Transferred Collateral in favor of the Buyer, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller.


(s)       Investment Company Act. The Seller is an “investment company” that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act. The Seller conducts its business and other activities in compliance in all material respects with the applicable provisions of the Investment Company Act and any applicable rules, regulations or orders issued by the SEC thereunder.


The representations and warranties set forth in this Section 4.1 shall survive the sale, transfer and assignment of the Transferred Loans to the Buyer.  Upon discovery by the Seller or the  Buyer  of  a  breach  of  any  of  the  foregoing  representations  and  warranties,  the  party discovering such breach shall give prompt written notice thereof to the other immediately upon obtaining knowledge of such breach.


Section 4.2    Representations and Warranties of the Buyer.


The Buyer hereby represents and warrants to the Seller, as of the Closing Date and each









Purchase Date, that:
(a)       Organization and Good Standing.   The Buyer is a Delaware limited liability company duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation, and has full power, authority and legal right to own or lease its properties and conduct its business as such business is presently conducted, except where the failure to be in good standing or have such power, authority or right would not have a Material Adverse Effect.


(b)       Due Qualification.   The Buyer is duly qualified to do business and is in good standing as a limited liability company, and has obtained or will obtain all necessary licenses and approvals, in each jurisdiction in which the nature of its business requires it to be so qualified, except to the extent the failure to so qualify, maintain such standing or be so licensed or approved would not have a Material Adverse Effect.


(c)      Due Authorization.   The execution and delivery of this Agreement and the consummation of the transactions provided for herein have been duly authorized by the Buyer by all necessary action on the part of the Buyer.


(d)       No Conflict.  The execution and delivery of this Agreement, the performance by the Buyer of the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with or result in any breach of any of the terms and provisions of, and will not constitute (with or without notice or lapse of time or both) a default under, the Buyer's limited liability company agreement, unless such conflict, contravention, breach, violation or default would not have a Material Adverse Effect.


(e)       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 requirements of laws applicable to the Buyer, except where such conflict or violation would not have a Material Adverse Effect.


ARTICLE V COVENANTS


Section 5.1    Seller Covenants. The Seller hereby covenants that:
(a)       Compliance with Laws.  The Seller will comply in all material respects with all requirements of law applicable to the Seller, including those with respect to the Transferred Loans.


(b)      Preservation of Corporate Existence.  The Seller 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 the failure to maintain such existence,  rights,  franchises,  privileges  and  qualification  has  had,  or  could  reasonably  be expected to have, a material adverse effect on its ability to perform its obligations hereunder or under the Sale Documents.


(c)       Security Interests.   Except for the transfers hereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist
any lien on any Transferred Loan, whether now existing or hereafter transferred hereunder, or any interest therein.  The Seller will immediately notify the Buyer of the existence of any lien on any Transferred Loan; and the Seller shall defend the right, title and interest of the Buyer and its assignees in, to and under the Transferred Loans, against all claims of third parties, provided, however, that nothing in this Section 5.1(c) shall prevent or be deemed to prohibit the liens created under the Credit Agreement.











(d)       Delivery  of  Collections.     Consistent  with  the  Buyer's  ownership  of  the Transferred Loans, in the event the Seller shall receive any Collections in respect of any Transferred Loans after the Purchase Date therefor, the Seller agrees to promptly pay to the Buyer, or an account designated by the Buyer, (but in no event later than one (1) Business Day after receipt) such Collections.   Further, on or before the related Purchase Date for any Transferred Loan, the Seller shall instruct all banks or financial institutions to which Collections received from the related Obligor are directed to change the name on all accounts at such banks or financial institutions in which such Collections are deposited (each an “Obligor Account”) to the name of the Buyer, to the extent any such account is in the name of the Seller or any Affiliate of the Seller (other than the Buyer) such that such Obligor Account shall be in the name of the Buyer and shall be a segregated account and the funds deposited therein shall not be commingled with other funds of the Buyer, Seller or any Affiliate thereof.


(e)       Change in Payment Instructions to Obligor.  The Seller shall not make any change in its instructions to Obligors regarding payments to be made to any Obligor Account, unless (i) such instructions are to deposit such payments to another existing Obligor Account or (ii) the Administrative Agent shall have given its prior written consent to such change.


(f)        Nonconsolidation.    The  Seller  shall  take  all  actions  required  to  maintain  the Buyer's status as a separate legal entity, including, without limitation, (i) not holding the Buyer out to third parties as an entity other than an entity with assets and liabilities distinct from the Seller and the Seller's other subsidiaries; provided that the assets of the Buyer may be consolidated into the assets of the Seller for tax and accounting purposes and may be included in the publicly-filed financial statements of the Seller; (ii) not holding itself out to be responsible for any indebtedness or other liability of the Buyer or, other than by reason of owning equity interests of the Buyer, for any decisions or actions relating to the Buyer; (iii) taking such other actions as are necessary on its part to ensure that all corporate procedures required by its and the Buyer's respective constituent documents are duly and validly taken; (v) keeping correct and complete records and books of account and minutes; and (vi) not acting in any manner that could foreseeably mislead others with respect to the Buyer's separate identity.  In addition to the foregoing, the Seller shall take the following actions:


(i)    The Seller shall maintain corporate records and books of account separate from those of the Buyer.


(ii)    The Seller shall maintain an arm's-length relationship with the Buyer and shall not hold itself out as being liable for any indebtedness of the Buyer.
(iii)     The Seller shall keep its assets and its liabilities wholly separate from those of the Buyer; provided that the assets of the Buyer may be consolidated into the assets of the Seller for tax and accounting purposes.


(iv)     The Seller shall take or refrain from taking, as applicable, each of the activities  specified  or  assumed  in  the  non-consolidation  opinion  of  Dechert  LLP delivered on the Closing Date, upon which the conclusions expressed therein are based.


(g)       Location of Seller, Records; Instruments.  The Seller (x) shall not change its name or jurisdiction of incorporation, without 30 days' prior written notice to the Buyer and the Administrative Agent and (y) will promptly take all actions required (including, but not limited to, all filings and other acts necessary or advisable under the UCC or other applicable law) of each relevant jurisdiction in order to continue, in accordance with Section 4.1(k), the ownership and security interest of the Buyer in all Loans transferred hereunder.


(h)       Further Assurances. It shall promptly upon the reasonable request of the Buyer, the Collateral Agent, or the Administrative Agent, at the Seller's expense, execute and deliver such further instruments and take such further action in order to maintain and protect the Buyer's first priority perfected security interest in the Transferred 









Collateral pledged by the Seller hereunder free and clear of any Liens (other than Permitted Liens).  At the reasonable request of the Buyer, either Agent or the Required Lenders (through the Administrative Agent), the Seller shall promptly take, at the Seller'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 Buyer in the Transferred Collateral, including all actions which are necessary to (x) enable Buyer to enforce its 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.  Without limiting its obligation to maintain and protect the Buyer's first priority security interest in the Transferred Collateral, the Seller authorizes the Buyer, the Collateral Manager, or the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Transferred Collateral in such form and in such offices as appropriate to perfect the security interests of the Buyer under this Agreement, provided, that none of the Buyer, the Collateral Manager, or the Collateral Agent assumes any obligation of the Seller to maintain and protect its security interest hereunder.


Subject to the foregoing, the Seller will, and, upon the reasonable request of the Buyer or either Agent shall, at the Seller'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 Transferred Collateral acquired by the Buyer and will in connection therewith deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as the Buyer, either Agent or the Required Lenders (through the Administrative Agent) shall have reasonably requested.


(i)       Costs and Expenses. The Seller shall pay all reasonable, documented costs and disbursements in connection with this Agreement and the performance of its obligations hereunder.
(j)        Collections.  The Seller shall direct all Obligors (and related paying agents) to pay all Collections directly to the Collection Account.


(k)       Information.  The Seller will cooperate with the Buyer and the Collateral Manager in  providing  such  information  documents,  records  or  reports  respecting  the  Transferred Collateral that the Buyer or the Collateral Manager may reasonably request in order to comply with the terms of the Facility Documents.


ARTICLE VI
REPURCHASE AND SUBSTITUTION OF LOANS Section 6.1    Mandatory Repurchase of Warranty Loans.
(a)       In the event any Transferred Loan transferred hereunder is not an Eligible Loan as of the date of such transfer or the Seller breaches any representation, warranty or covenant with respect  to  any  Transferred  Loan  in  any  material  respect  (each  such  Transferred  Loan,  a “Warranty Loan”), no later than 30 days after the earlier of (i) knowledge of such breach on the part of the Seller and (ii) receipt by the Seller of written notice thereof given by the Buyer, the Seller shall either (a) repurchase each such Warranty Loan, or (b) substitute for such Warranty Loan a Substitute Loan; provided, however, that no such repurchase shall be required to be made with respect to such Warranty Loan (and such Loan shall cease to be an Warranty Loan) if, on or before the expiration of such 30-day period, the representations and warranties in Section 4.1 with respect to such Warranty Loan shall be made true and correct in all material respects with respect to such Warranty Loan as if such Warranty Loan had been transferred to the Buyer on such day.


(b)       Upon  the  Buyer's  receipt  of  the  Repurchase  Price  or  a  Substitute  Loan,  as applicable, for a Warranty Loan, the Buyer shall automatically and without further action be deemed to transfer, assign and set-over to the Seller all the right, title and interest of the Buyer in, to and under such Warranty Loan and all monies due or to become due with respect thereto, all proceeds thereof and all rights to security for any such Warranty Loan, and 









all proceeds and products of the foregoing, free and clear of any Lien created pursuant to this Agreement or the Credit Agreement, all of the Buyer's right, title and interest in such Warranty Loan.


(c)       The Buyer shall, at the sole expense of the Seller, execute such documents and instruments of transfer as may be prepared by the Seller and take such other actions as shall reasonably be requested by the Seller to effect the transfer of such Warranty Loan pursuant to this Section 6.1.


Section 6.2    Optional Substitutions


(a)       Optional Substitutions. The Buyer may, with the consent of the Administrative Agent in its sole discretion, replace any Transferred Loan with another Transferred Loan (a “Substitute Loan”), subject to the satisfaction of the conditions set forth below and in Section
6.3:


(i)    each Substitute Loan is an Eligible Loan on the date of substitution;
(ii)       after giving effect to any such substitution, 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 substitution);


(iii)     the sum of the Principal Balances of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances of the Transferred Loans being substituted for;


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


(v)       no selection procedure adverse to the interests of the Secured Parties was utilized by the Buyer in the selection of the Substitute Loan(s) or the Transferred Loans being substituted for;


(vi)      the Buyer or the Collateral Manager (on behalf of the Buyer) 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 under the Credit Agreement in connection with such sale, substitution or repurchase);


(vii)    the Buyer 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 Custodian the Related Documents for any Substitute Loans; and


(viii)   the Buyer shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date;


Upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted  for  (the  date  of  such  confirmation  or  delivery,  the  “Retransfer  Date”),  each applicable Transferred Loan being substituted for shall be transferred to the Seller and the applicable Substitute Loan(s) shall be transferred to the Buyer.  On the Retransfer Date of a Transferred Loan, the Buyer shall automatically and without further action be deemed to release and transfer to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in, to and under such Transferred Loan being substituted for.  The Buyer shall execute such documents and instruments of transfer as may be prepared by the Collateral Manager, on behalf of the Buyer, and take other such actions as shall reasonably be requested by the Seller to effect the transfer of such Transferred Loan pursuant to this Section 6.2(a).


Section 6.3    Limitations on Substitutions and Repurchases.











(a)      Any repurchase of any Transferred Loan from the Buyer to the Seller and any substitution effected pursuant to Section 6.2(a) shall be conducted on an arm's length basis and shall be on terms no less favorable to the Buyer than would be the case if the Seller were not an Affiliate of the Buyer or as otherwise expressly permitted in this Agreement.
(b)       The Aggregate Principal Balance of the Transferred Loan(s) held by the Buyer which are sold to the Seller or any other Affiliate of the Buyer or substituted pursuant to Section
6.2(a), together with the sum of the Aggregate Principal Balance of all Transferred Loans sold to the Seller or any other Affiliate of the Buyer or substituted in the 12 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 Net Purchased Loan Balance; provided that, the sum of the Aggregate Principal Balance of all Defaulted Collateral Loans or Ineligible Collateral Loans sold to Affiliates or substituted in the 12 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 Net Purchased Loan Balance.  For the avoidance of doubt, the foregoing limitations shall not apply (x) to Warranty Loans or (y) where Transferred Loans are sold by the Buyer in connection with a Permitted Securitization.


ARTICLE VII CONDITIONS PRECEDENT


Section 7.1    Conditions to the Buyer's Obligations Regarding Loans.


The obligations of the Buyer to purchase Transferred Loans from the Seller on any
Purchase Date shall be subject to the satisfaction of the following conditions:


(a)       all representations and warranties of the Seller contained in Section 4.1 shall be true and correct in all material respects on and as of such day as though made on and as of such date;


(b)       on and as of such day, the Seller shall have performed all obligations required to be performed by it on or prior to such day pursuant to the provisions of this Agreement;


(c)       no event has occurred and is continuing, or would result from such purchase that constitutes an Event of Default;


(d)       no law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such purchase by the Buyer in accordance with the provisions hereof; and


(e)      all corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Buyer  and  its  assignees,  and  the  Buyer  shall  have  received  from  the  Seller  copies  of  all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Buyer may reasonably have requested.
ARTICLE VIII INDEMNIFICATION


Section 8.1    Indemnification by the Seller


(a)     The Seller hereby agrees to indemnify and hold harmless the Buyer, the Administrative Agent, its affiliates, the Lenders (including any party who from time to time may become a Lender in accordance with the 









Credit Agreement) and their respective officers, directors, employees, agents, representatives (each an “Indemnified Person”) against, and to reimburse each Indemnified Person upon its demand for, any losses, claims, damages, liabilities or other expenses (“Losses”) incurred by such Indemnified Person or asserted against such Indemnified Person by any third party or by the Seller or any of its subsidiaries insofar as such Losses arise out of or in any way relate to or result from this Agreement, including without limitation, (i) all Losses arising out of any legal proceeding relating to this Agreement (whether or not such Indemnified Person is a party thereto) and (ii) all Losses that arise out of untrue statements of material fact made by the Seller in writing or any statements of material fact omitted from statements made by the Seller in writing, which omissions rendered such written statements materially misleading, or with the Seller's consent or in conformity with the Seller's actions or omissions, in each case whether or not such Indemnified Person is a party to any such proceeding; provided, that the Seller shall not be liable pursuant to this indemnity for any Losses (A) arising due to the deterioration in the credit quality or market value of the Loans or other Transferred Collateral to the extent that such credit quality or market value was not misrepresented in any material respect by the Seller or any of its affiliates, (B) resulting from claims solely among the Indemnified Persons and (C) to the extent that a court having competent jurisdiction shall have determined by a final judgment (not subject to further appeal) that such Loss resulted from (i) the gross negligence, willful misconduct or fraud of such Indemnified Person or (ii) a material breach of such Indemnified Person's express obligations under any Transaction Document.


(b)       Indemnification under this Section 8.1 shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the receipt of the indemnity provided hereunder, including the effect of such tax or refund on the amount of tax measured by net income or profits that is or was payable by the Indemnified Party.


(c)       The obligations of the Seller under this Section 8.1 shall survive the termination of this Agreement.


(d)       No Indemnified Person shall be responsible or liable to the Seller or any other person or entity for any punitive, exemplary or consequential damages that may be alleged as a result of this Agreement. The Seller shall not be responsible or liable to any Indemnified Person or any other person or entity for any punitive, exemplary or consequential damages that may be alleged as a result of this Agreement.
ARTICLE IX
TERM AND TERMINATION Section 9.1    Termination.
This Agreement shall commence as of the date of execution and delivery hereof and shall continue in full force and effect until the later of (i) the termination the Credit Agreement or (ii) the date specified by either party upon 90 days' prior written notice to the other party as the termination date; provided, however, that the termination of this Agreement pursuant to this Section  9.1  shall  not  discharge  any  Person  from  obligations  incurred  prior  to  any  such termination of this Agreement, including, without limitation, any obligations to repurchase Loans sold prior to such termination pursuant to Section 6.1 hereof.


ARTICLE X MISCELLANEOUS PROVISIONS


Section 10.1    Amendment.


This Agreement and the rights and obligations of the parties hereunder may not be amended, waived or changed orally, but only by an instrument in writing signed by the Buyer and the Seller.  The Buyer shall provide not less than ten (10) Business Days prior written notice of any such amendment to the Administrative Agent.


Section 10.2    Governing Law.











THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  EACH OF THE PARTIES HERETO HEREBY AGREES TO THE JURISDICTION OF ANY FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK.  EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.


Section 10.3    Notices.


All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including telex communication and communication by facsimile copy) and mailed, telexed, transmitted or delivered, as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other party hereto.  All such notices and communications shall be effective upon receipt, or in the case of (a) notice by mail, five days after being deposited in the United States mail, first class postage prepaid, (b) notice by telex, when telexed against receipt of answer back, or (c) notice by facsimile copy, when verbal communication of receipt is obtained.


(a)    In the case of notice to the Buyer, to:
PennantPark Floating Rate Funding I, LLC Attn: Aviv Efrat
590 Madison Avenue, 15th Floor
New York, NY 10022
Fax: 212-905-1075


With a copy to:


PennantPark Floating Rate Funding I, LLC Attn: Arthur Penn
590 Madison Avenue, 15th Floor
New York, NY 10022
Fax: 212-905-1075
(b)    In the case of notice to the Seller, to: PennantPark Floating Rate Capital LTD.
Attn: Aviv Efrat
590 Madison Avenue, 15th Floor
New York, NY 10022
Fax: 212-905-1075


With a copy to:


PennantPark Floating Rate Funding I, LLC Attn: Arthur Penn
590 Madison Avenue, 15th Floor
New York, NY 10022
Fax: 212-905-1075















(c)    In the case of notice to the Administrative Agent, to: SunTrust Robinson Humphrey, Inc.
Attn: Michael Peden
303 Peachtree St., NE, 24th Floor
Atlanta, GA 30341
Fax: 404-813-0000


Section 10.4    Severability of Provisions.


If any one or more of the covenants, agreements, provisions or terms of this Agreement or any of the Sale Documents shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of this Agreement and the Sale Documents and shall
in no way affect the validity or enforceability of the other provisions of this Agreement or any of the Sale Documents.


Section 10.5    Assignment.


Notwithstanding anything to the contrary contained herein, this Agreement may not be assigned by the Buyer or the Seller except as permitted by this Section 10.5.  Simultaneously with the execution and delivery of this Agreement, the Buyer shall assign all of its right, title and interest herein (including any right to indemnification) to the Collateral Agent as agent for the Secured Parties under the Credit Agreement as provided in the Credit Agreement, to which assignment the Seller hereby expressly consents.  The Seller agrees that the Collateral Agent, as agent for the Secured Parties under the Credit Agreement, shall be a third party beneficiary hereof.  The Collateral Agent as agent for the Secured Parties under the Credit Agreement may enforce the provisions of this Agreement, exercise the rights of the Buyer and enforce the obligations of the Seller hereunder following an Event of Default and as provided in of the Credit Agreement.


Section 10.6    Further Assurances.


(a)       The Buyer and the Seller agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other party more fully to effect the purposes of this Agreement and the Sale Documents, including, without  limitation,  the  execution  of  any  financing  statements,  continuation  statements, termination statements, releases or equivalent documents relating to the Transferred Collateral for filing under the provisions of the UCC or other applicable laws of any applicable jurisdiction.


(b)       If  the  Seller  fails  to  perform  any  of  its  obligations  hereunder,  Buyer  (or  its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer's (or such assigns') costs and expenses incurred in connection therewith shall be payable by the Seller as provided in Section 10.13.  The Seller irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(s)-in-fact, to act on its behalf (i) to authorize on its behalf as debtor and to file financing statements necessary or desirable in Buyer's (or its assigns') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Transferred Collateral and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Transferred Collateral as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer's interests in the Transferred Collateral.  This appointment is coupled with an interest and is irrevocable.


Section 10.7    No Waiver; Cumulative Remedies.











No failure to exercise and no delay in exercising, on the part of the Buyer or the Seller, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The
rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privilege provided by law.


Section 10.8    Counterparts.


This Agreement may be executed in two or more counterparts including facsimile transmission thereof (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.


Section 10.9    Binding Effect; Third-Party Beneficiaries.


This Agreement shall inure to the benefit of and the obligations thereunder shall be binding upon the parties hereto and their respective successors and permitted assigns.  Any permitted assigns of the Buyer shall be third-party beneficiaries of this Agreement.


Section 10.10 Merger and Integration.


Except as specifically stated otherwise herein, this Agreement, together with the Credit Agreement and the other Facility Documents, to the extent that a party is a signatory thereto, sets forth the entire understanding of the parties relating to the subject matter hereof, there are no other agreements between the parties for transactions relating to or similar to the transactions contemplated by this Agreement, and all prior understandings, written or oral, are superseded by this Agreement.   This Agreement may not be modified, amended, waived or supplemented except as provided herein.


Section 10.11 Headings.


The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.


Section 10.12 Schedules and Exhibits.


The schedules and exhibits attached hereto and referred to herein shall constitute a part of this Agreement and are incorporated into this Agreement for all purposes.


Section 10.13 Recourse Against Certain Parties.


No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of the Buyer or any incorporator,  officer,  employee,  shareholder  or  director  of  the  Buyer  or  of  any  such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Buyer or any incorporator, officer,
employee, shareholder or director of the Buyer or of any such administrator, as such, or any of them, under or by 









reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Buyer and each incorporator, officer, employee or director of the Buyer or of any such administrator, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements,  which  liability  may  arise  either  at  common  law  or  at  equity,  by  statute  or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.   The provisions of this Section 10.13 shall survive the termination of this Agreement.


Section 10.14 Bankruptcy Non-Petition and Limited Recourse; Claims.


The Seller hereby agrees that it will not institute against, or join any other Person in instituting against, the Buyer any bankruptcy proceeding so long as there shall not have elapsed one year and one day (or such longer preference period as shall then be in effect) since the date all Obligations due and owing under the Credit Agreement have been paid in full and the Buyer shall have no right to request Advances thereunder.  The Seller hereby acknowledges that (i) the Buyer has no assets other than the Transferred Collateral, (ii) the Buyer shall, immediately upon Purchase hereunder, pledge its rights in the Transferred Collateral to the Collateral Agent, on behalf of the Secured Parties pursuant to the Credit Agreement, and (iii) Collections generated by the Transferred Collateral will be applied to payment of the Buyer's obligations under the Credit Agreement.  In addition, the Seller shall have no recourse for any amounts payable or any other obligations arising under this Agreement against any officer, member, director, employee, partner, Affiliate or security holder of the Buyer or any of its successors or assigns. The provisions of this Section 10.14 shall survive the termination of this Agreement.


Section 10.15 Waiver of Setoff.


(a)       The Seller's obligations under this Agreement shall not be affected by any right of setoff, counterclaim, recoupment, defense or other right the Seller might have against the Buyer, the Administrative Agent, the Lenders, the Collateral Agent, the other Secured Parties or any assignee of such Persons, all of which rights are hereby waived by the Seller.


(b)       The Buyer shall have the right to set-off against the Seller any amounts to which the Seller may be entitled hereunder and to apply such amounts to any claims the Buyer may have against the Seller from time to time under this Agreement.   Upon any such set-off, the Buyer shall give notice of the amount thereof and the reasons therefor to the Seller.


Section 10.16 Survival of Certain Provisions.


Notwithstanding any provision contained herein to the contrary, the Seller's and the Buyer's representations, covenants and obligations set forth in Articles IV, V, and VI, as applicable, create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until the date all Obligations due and owing under the Credit Agreement have been paid in full and the Buyer shall have no right to request Advances thereunder; provided, that the rights and remedies with respect to any breach
of any representation  and warranty made or deemed made by the Seller pursuant to Articles IV and VII and the provisions of Sections 6.1 and 6.2, the indemnification provisions of Article VIII and the provisions  of Sections  10.2, 10.9, 10.13, 10.14 and 10.15 shall be continuing  and shall survive any termination of this Agreement.


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SCHEDULE I


LOAN LIST


[to be delivered for initial Purchase]
EXHIBIT A


FORM OF ASSIGNMENT


ASSIGNMENT,  dated  as  of
,  from  PennantPark  Floating  Rate
Capital LTD., a Maryland corporation (the “Seller”), to PennantPark Floating Rate Funding I, LLC, a Delaware limited liability company (the “Buyer”).


1.         We refer to the Purchase and Contribution Agreement, dated as of June 23, 2011 (as amended, modified, supplemented or restated from time to time, the “Agreement”), by and between the Seller and the Buyer.  All capitalized terms used herein shall have the meanings set forth in the Agreement.


2.         The  Seller  does  hereby  convey,  set  over  and  assign  to  the  Buyer,  without recourse, all of the Seller's right, title and interest in and to the following, in each case whether now or hereafter existing or in which the Seller now has or hereafter acquires an interest and wherever the same may be located:


(i)        the Loans identified on the applicable Loan List delivered by the Seller to the Buyer on or before the requested Purchase Date, together with all monies due or to become due in payment of such Loans on and after such Purchase Date;


(ii)    the Related Documents related to such Loans;


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


(iv)     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


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


3.         Simultaneously with the execution and delivery hereof the Seller has delivered to or at the direction of the Buyer such endorsements and assignments, made without recourse, of the files pertaining to the Transferred Loans as are necessary to properly complete the absolute assignment of the Transferred Loans to the Buyer.


4.        THIS CERTIFICATE OF ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by its authorized officer as of the date first above written.

















PENNANTPARK FLOATING RATE CAPITAL LTD., as Seller




By:  /s/ Arthur H. Penn
Name: Arthur H. Penn
Title: Chief Executive Officer






PENNANTPARK FLOATING RATE FUNDING I, LLC, as Buyer


                            
By:  /s/ Arthur H. Penn
Name: Arthur H. Penn
Title: Chief Executive Officer