Exhibit 10.3


 





[FORM OF COLLATERAL ADMINISTRATION AGREEMENT]


 


COLLATERAL ADMINISTRATION AGREEMENT


 


This COLLATERAL ADMINISTRATION
AGREEMENT, dated as of October 27, 2014 (this “Agreement”), is entered into by and among TICC
Funding, LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”),
TICC CAPITAL CORP., a Maryland corporation, as collateral manager (in such capacity, the “Collateral Manager”),
and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (“BNYM”), as collateral administrator under
and for purposes of this Agreement (in such capacity, the “Collateral Administrator”).


 


WITNESSETH:


 


WHEREAS, pursuant to
the terms of that certain Credit and Security Agreement dated as of October 27, 2014 (the “Credit Agreement”),
by and among the Borrower, the lenders from time to time party thereto, Citibank, N.A., as administrative agent (in such capacity,
the “Administrative Agent”), and BNYM, as Collateral Agent (in such capacity, the “Collateral Agent”)
and as custodian (in such capacity, the “Custodian”), the Borrower has pledged certain collateral (the “Collateral”),
which includes, among other things, all of the Collateral Loans and Eligible Investments as security for the Advances and other
Obligations;


 


WHEREAS, the Borrower
wishes to engage BNYM to act as Collateral Administrator to perform certain administrative duties with respect to the Collateral
pursuant to the terms of this Agreement; and


 


WHEREAS, BNYM is prepared
to perform as Collateral Administrator certain specified obligations of the Borrower, or the Collateral Manager, on its behalf,
under the Credit Agreement (and certain other services) as specified herein, upon and subject to the terms of this Agreement (but
without assuming the obligations or liabilities of the Borrower or the Collateral Manager under the Credit Agreement);


 


NOW, THEREFORE, in
consideration of the mutual covenants contained herein, and other good and valuable consideration the receipt of which is hereby
acknowledged, the parties hereto agree as follows:


 


1.Definitions.
Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the Credit Agreement. The rules
of construction set forth in Section 1.02 of the Credit Agreement shall apply to this Agreement as if fully set forth herein.


 






    	 



    	 



    




 


2.Powers and Duties
of Collateral Administrator.


 


(a)The Borrower
hereby appoints BNYM as, and BNYM hereby accepts the appointment to act as, the Collateral Administrator pursuant to the terms
of this Agreement, until the earlier to occur of (i) BNYM’s resignation or removal as the Collateral Administrator pursuant
to Section 7 hereof and (ii) the termination of this Agreement pursuant to Section 6 hereof. In such capacity,
the Collateral Administrator shall assist the Borrower and the Collateral Manager in connection with maintaining a database of
certain characteristics with respect to the Collateral on an ongoing basis as provided herein and in providing to the Borrower
and the Collateral Manager certain reports, schedules and calculations, all as more particularly described in Section 2(b)
below (in each case, such reports, schedules and calculations shall be prepared in such form and content, and in such greater detail,
as may be mutually agreed upon by the parties hereto from time to time and as may be required by the Credit Agreement) based upon
information and data received from the Borrower and/or the Collateral Manager, as required to be prepared and delivered (or which
are necessary to be prepared and delivered in order that certain other reports, schedules and calculations can be prepared and
delivered) under Article VIII of the Credit Agreement. BNYM’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 the Credit Agreement or any other Facility Document, and nothing herein contained shall be deemed to release,
terminate, discharge, limit, reduce, diminish, modify, amend or otherwise alter in any respect the duties, obligations or Liabilities
of the Borrower or the Collateral Manager under or pursuant to the Credit Agreement or any other Facility Document.


  


(b)The Collateral
Administrator shall perform the following general functions from time to time:


 


		(i)	Promptly, and in any event within thirty (30) days after the Closing Date, create a collateral
database with respect to the Collateral (the “Collateral Database”);



 


		(ii)	Update the Collateral Database promptly and on an ongoing basis for changes, including for ratings
changes as provided by the Collateral Manager, 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 Collateral 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 the Collateral Manager as may be reasonably required by the Collateral Administrator, or by the agents
for the Obligors from time to time, or based on information maintained by BNYM in its capacity as Collateral Agent under the Credit
Agreement;



 


		(iii)	Provide information contained in the Collateral Database to the Collateral Manager on behalf of
the Borrower, as the Collateral Administrator and the Collateral Manager shall reasonably agree, including by way of reasonable
electronic access (by access to the Collateral Administrator’s internet website) to the reports generated by the Collateral
Administrator pursuant to this Agreement;



  


		(iv)	Track the receipt and daily allocation of cash to the Collection Account (and any subaccount thereto)
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 Borrower and the Collateral Manager daily reports reflecting such actions to the Covered Accounts
as of the close of business on the preceding Business Day;



 


 



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		(v)	[Reserved].



 


		(vi)	Reasonably cooperate with the Independent Accountants appointed by the Borrower in the preparation
by such accountants of the reports required under Section 8.09 of the Credit Agreement;



 


		(vii)	Not later than three (3) Business Days prior to the day on which each Monthly Report or Payment
Date Report is required to be provided by the Borrower pursuant to Section 8.07 of the Credit Agreement, the Collateral Administrator
shall prepare the relevant report using the information contained in the Collateral Database and, subject to the Collateral Administrator’s
receipt from the Collateral Manager of information with respect to the Collateral that is required for the preparation of the Monthly
Report or Payment Date Report, provide the results of such calculations to the Collateral Manager so that the Collateral Manager
may confirm such results. Upon approval by the Collateral Manager, the Collateral Administrator shall deliver the Monthly Report
or Payment Date Report, as applicable, in accordance with Section 8.07 of the Credit Agreement; and



 


		(viii)	So long as the same Person serves as the Collateral Administrator hereunder and as the Collateral
Agent under the Credit Agreement, provide such other information with respect to the Collateral as may be in the possession of
the Collateral Administrator or the Collateral Agent, or as may be required by the Credit Agreement, as the Borrower or the Collateral
Manager may reasonably request in writing from time to time.



  


(c)The Borrower
and the Collateral Manager shall cooperate with the Collateral Administrator in connection with the matters described herein, including
calculations and information relating to the Monthly Reports and the Payment Date Reports or as otherwise reasonably requested
hereunder. 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 (or Collateral Manager
on its behalf) under the Credit Agreement and supply the Collateral Administrator with such other information as is maintained
by the Collateral Manager that the Collateral Administrator may from time to time request with respect to the Collateral and reasonably
needed to complete the reports and certificates required to be prepared by the Collateral Administrator hereunder or required to
permit the Collateral Administrator to perform its obligations hereunder (including determinations of Market Value, Aggregate Principal
Balance, Concentration Limitations and the Borrowing Base, as applicable) and any other information that may be reasonably required
under the Credit Agreement with respect to a Collateral Loan (including as to its designation as a Covenant Lite Loan, Revolving
Collateral Loan, Delayed Drawdown Collateral Loan, Defaulted Collateral Loan, DIP Collateral Loan, Noteless Loan, PIK Loan, Partial
PIK Loan, Credit Risk Collateral Loan, CCC Collateral Loan, Eligible Loan, Ineligible Collateral Loan, Equity Security, First Lien
Obligation, Second Lien Obligation, Floor Obligation, Specified Eligible Investment, Structured Finance Obligation, Certificated
Security or Uncertificated Security). Nothing herein shall obligate the Collateral Administrator to determine independently the
correct characterization or categorization of any item of Collateral under the Credit Agreement (it being understood that any such
characterization or categorization shall be based exclusively upon the determination and notification received by the Collateral
Administrator from the Collateral Manager). The Collateral Manager shall review and verify the contents of the aforesaid reports.
To the extent any of the information in such reports, instructions or certificates conflicts with information, data or calculations
in the records of the Collateral Manager, the Collateral Manager shall notify the Collateral Administrator of such discrepancy
and use commercially reasonable efforts to assist the Collateral Administrator in reconciling such discrepancy. The Collateral
Manager further agrees to send such reports, instructions, statements and certificates to the Borrower for execution. In addition,
the Collateral Manager shall provide prompt notice to the Collateral Administrator upon the Collateral Manager’s obtaining
knowledge of a Collateral Loan becoming a Defaulted Collateral Loan.


 











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(d)If, in performing
its duties under this Agreement, the Collateral Administrator is required to decide between alternative courses of action, the
Collateral Administrator may request written instructions from the Borrower or the Collateral Manager acting on behalf of the Borrower
as to the course of action desired by it. If the Collateral Administrator does not receive such instructions within two (2) Business
Days after it has requested them, the Collateral Administrator may, but shall be under no duty to, take or refrain from taking
any such courses of action. The Collateral Administrator shall act in accordance with instructions received after such two (2)
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)The Collateral
Administrator shall have no obligation to determine the Market Value or the price of any Collateral in connection with any actions
or duties under this Agreement. Nothing herein shall prevent the Collateral Administrator or any of its Affiliates from engaging
in other businesses or from rendering services of any kind to any Person.





 


3.Compensation.
The Borrower agrees to pay, and the Collateral Administrator shall be entitled to receive, compensation for, and reimbursement
for all expenses in connection with, the Collateral Administrator’s performance of the duties called for herein and as provided
in the Collateral Agent Fee Letter; provided that such amounts will be payable solely from and pursuant to Section 9.01
of the Credit Agreement.





 


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


 






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(b)The Collateral
Administrator may rely conclusively on any notice, certificate or other document (including telecopier 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 liable for any action taken by it in good faith and reasonably believed by it
to be within the discretion or powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is
governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action.
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 of the Collateral
Administrator responsible for the administration of this Agreement. 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. It is expressly acknowledged by the Borrower and the Collateral
Manager that application and performance by the Collateral Administrator of its various duties hereunder (including recalculations
to be performed in respect of the matters contemplated hereby) shall be based upon, and in reliance upon, data and information
provided to it by the Collateral Manager (and/or the Borrower) with respect to the Collateral, and the Collateral Administrator
shall have no responsibility for the accuracy of any such information or data provided to it by such Persons. Nothing herein shall
impose or imply any duty or obligation on the part of the Collateral Administrator to verify, investigate or audit any such information
or data, or to determine or monitor on an independent basis whether any obligor under the Collateral is in default or in compliance
with the underlying documents governing or securing such securities, from time to time, the role of the Collateral Administrator
hereunder being solely to perform certain mathematical computations and data comparisons and to provide certain reports and other
deliveries, as provided herein. For purposes of monitoring changes in ratings, the Collateral Administrator shall be entitled to
use and rely (in good faith) exclusively upon one or more reputable electronic financial information reporting services, and shall
have no liability for any inaccuracies in the information reported by, or other errors or omissions of, any such services.


 






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(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 misconduct and/or gross negligence
on the part of the Collateral Administrator. For the avoidance of doubt, the obligations of the Borrower under this Section
4(c) shall be payable only in accordance with the order specified in the priorities set forth in Section 9.01 of the Credit
Agreement and 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 any characteristic of a Collateral Loan, or to evaluate
or verify the Collateral Manager’s characterization of any Collateral Loan, including whether any item of Collateral is a
Covenant Lite Loan, Revolving Collateral Loan, Delayed Drawdown Collateral Loan, Defaulted Collateral Loan, DIP Collateral Loan,
Noteless Loan, PIK Loan, Partial PIK Loan, Credit Risk Collateral Loan, CCC Collateral Loan, Eligible Loan, Ineligible Collateral
Loan, Equity Security, First Lien Obligation, Second Lien Obligation, Floor Obligation, Specified Eligible Investment, Structured
Finance Obligation, Certificated Security or Uncertificated Security, any such determination being based exclusively upon notification
the Collateral Administrator receives from the Collateral Manager or from (or in its capacity as) the Collateral Agent (based upon
notices received by the Collateral Agent from the obligor, trustee or agent bank under an underlying governing document, or similar
source) and nothing herein shall obligate the Collateral Administrator to review or examine any underlying instrument or contract
evidencing, governing or guaranteeing or securing any Collateral Loan in order to verify, confirm, audit or otherwise determine
any characteristic thereof.


 


(e)Without limiting
the generality of any terms of this Section 4, the Collateral Administrator shall have no liability for any failure, inability
or unwillingness on the part of the Collateral Manager or the Borrower or the 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 the Credit 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.


 






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5.No Joint Venture.
Nothing contained in this Agreement (a) shall constitute the Borrower, the Collateral Administrator and the Collateral Manager
as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (b) shall
be construed to impose any liability as such on any of them or (c) 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.


 


6.Term. This
Agreement shall continue in effect so long as the Credit Agreement remains in effect with respect to the Obligations, unless this
Agreement has been previously terminated in accordance with Section 7 hereof.


 


7.Termination.


 


(a)This Agreement
may be terminated without cause by any party upon not less than ninety (90) days’ written notice to each other party. If
at any time, prior to payment in full of all Obligations, the Collateral Administrator shall resign or be removed as Collateral
Agent under the Credit Agreement, such resignation or removal shall be deemed a resignation or removal of the Collateral Administrator
hereunder.


 


(b)At the option
of the Borrower (with the prior written consent or at the direction of the Administrative Agent), this Agreement may be terminated
upon ten (10) days’ written notice of termination from the Borrower (or the Collateral Manager on behalf of the Borrower)
to the Collateral Administrator 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 (30) days (or, if
such default cannot be cured in such time, the Collateral Administrator shall not have given within thirty (30) days such assurance
of cure as shall be reasonably satisfactory to the Borrower, the Collateral Manager and the Administrative Agent and cured such
default within the time so assured);



 


		(ii)	A court having jurisdiction in the premises shall enter a decree or order for relief in respect
of the Collateral Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the
Collateral Administrator or for any substantial part of its property, or order the winding up or liquidation of its affairs; or



 






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		(iii)	The Collateral Administrator shall commence a voluntary case under applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under
any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official of the Collateral Administrator or for any substantial part of its property, or shall make any
general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due.



 


If any of the events
specified in clauses (ii) or (iii) of this Section 7(b) shall occur, the Collateral Administrator shall give
written notice thereof to the Collateral Manager, the Administrative Agent and the Borrower within one (1) Business Day after the
occurrence of such event.


 


(c)Except when
the Collateral Administrator shall be removed pursuant to subsection (b) of this Section 7 or shall resign pursuant to subsection
(d) of this Section 7, 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 consented to by the Administrative Agent 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
4(c) for the reasonable costs and expenses thereof.


 


(d)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 BNYM as Collateral Agent under the Credit Agreement, or (ii) upon
thirty (30) days’ notice to the Collateral Manager and the Administrative Agent upon any reasonable determination by BNYM
that the taking of any action, or performance of any duty, on its part as the Collateral Administrator pursuant to the terms of
this Agreement would be in conflict with or in violation of its duties or obligations as the Collateral Agent under the Credit
Agreement or (iii) upon at least sixty (60) 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
(60) day notice period: (A) failure of the Borrower to pay any of the amounts specified in Section 3 hereof within sixty
(60) days after such amount is due pursuant to Section 3 hereof (to the extent not already paid to the Collateral Administrator
pursuant to Section 9.01 of the Credit Agreement) or (B) 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 (60) days of the receipt by the Borrower
of the written request for such payment or reimbursement (to the extent not already paid to the Collateral Administrator pursuant
to Section 9.01 of the Credit Agreement).


 






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(e)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.


 


8.Representations
and Warranties.


 


(a)The Collateral
Manager hereby represents and warrants to the Collateral Administrator and the Borrower as follows:


 


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



 


		(ii)	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, 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.



 


		(iii)	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 applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or
at law.



 






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		(iv)	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 (1) conflict with, or result in a breach or violation of, or constitute
a default under its Constituent Documents, (2) 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 (3) result in a breach
or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in any contractual obligation
or any agreement or document to which it is a party or by which it or any of its assets are bound (or to which any such obligation,
agreement or document relates), except in the case of clause (1) above, where such conflicts, breaches, violations or defaults
could not reasonably be expected to have a Material Adverse Effect.



 


		(v)	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 and the other Facility Documents to which it is a party, and no material Governmental Authorization,
Private Authorization or Governmental Filing which has not been obtained or made is required to be obtained or made by it in connection
with the execution and delivery by it of any Facility Document to which it is a party or the performance of its obligations under
this Agreement and the other Facility Documents to which it is a party.



 


		(vi)	The Collateral Manager has duly observed and complied in all material respects with all Applicable
Laws relating to the conduct of its business and its assets. The Collateral Manager has preserved and kept in full force and effect
its legal existence. 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, neither the Collateral Manager nor, to the Collateral Manager’s knowledge, any Affiliate of the Collateral
Manager is (1) a country, territory, organization, person or entity named on an OFAC list; (2) a Person that resides or has a place
of business in a country or territory named on such lists or which is designated as a “NonCooperative Jurisdiction”
by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction;
(3) a “Foreign Shell Bank” within the meaning of the PATRIOT Act, i.e., a foreign bank that does not have a physical
presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation
and supervision; or (4) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United
States Secretary of the Treasury under Sections 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering
concerns. The Collateral Manager is in compliance with all applicable OFAC rules and regulations and also in compliance with all
applicable provisions of the PATRIOT Act.



 






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(b)The Borrower
hereby represents and warrants to the Collateral Administrator and the Collateral Manager as follows:


 


		(i)	The Borrower is a limited liability company formed 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.



 


		(ii)	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.



 


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



 


		(iv)	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 (1) conflict with,
or result in a breach or violation of, or constitute a default under its Constituent Documents, (2) 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 (3) result in a breach or violation of, constitute a default under, or permit the acceleration
of any obligation or liability in, any contractual obligation or any agreement or document to which it is a party or by which it
or any of its assets are bound (or to which any such obligation, agreement or document relates).



 






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		(v)	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
and the other Facility Documents to which it is a party, and no material Governmental Authorization, Private Authorization or Governmental
Filing which has not been obtained or made is required to be obtained or made by it in connection with the execution and delivery
by it of any Facility Document to which it is a party, the 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.



 


		(vi)	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 legal existence.
The Borrower has preserved and kept in full force and effect its rights, privileges, qualifications and franchises, except where
the failure to do so could not reasonably be expected to result in a Material Adverse Effect. Without limiting the foregoing, neither
the Borrower nor to the Borrower’s knowledge, any Affiliate of the Borrower is (1) a country, territory, organization, person
or entity named on an OFAC list; (2) a Person that resides or has a place of business in a country or territory named on such lists
or which is designated as a “NonCooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or
whose subscription funds are transferred from or through such a jurisdiction; (3) a “Foreign Shell Bank” within
the meaning of the PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated
with a bank that has a physical presence and an acceptable level of regulation and supervision; or (4) a person or entity that
resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections
311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns. The Borrower is in compliance with
all applicable OFAC rules and regulations and also in compliance with all applicable provisions of the PATRIOT Act.



 






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(c)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 organizational 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 stockholders or other equity holders 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).



 


		(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.



 


9.Amendments.
This Agreement may not be amended, changed, modified or terminated (except as otherwise expressly provided herein) except by the
Collateral Manager, the Borrower and the Collateral Administrator in writing with the prior written consent of the Administrative
Agent.


 


 



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10.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 AND THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO ITS
CHOICE OF LAWS RULES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


11.Submission
to Jurisdiction; Waivers; Etc. Each party hereto hereby irrevocably and unconditionally (a) submits for itself and its property
in any legal action or proceeding relating to this Agreement or the other Facility Documents to which it is a party, or for recognition
and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New
York in the Borough of Manhattan, the courts of the United States of America for the Southern District of New York, and the appellate
courts of any of them; (b) consents that any such action or proceeding may be brought in any court described in Section 11(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 13 or at such other address as may be permitted thereunder; (d) agrees that nothing herein shall affect
the right to effect service of process in any other manner permitted by law; and (e) waives, to the maximum extent not prohibited
by law, any right it may have to claim or recover in any legal action or proceeding against any Secured Party arising out of or
relating to this Agreement or the other Facility Documents any special, exemplary, punitive or consequential damages.


 






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12.IMPORTANT WAIVERS.


  


EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO
A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER FACILITY DOCUMENT OR FOR ANY COUNTERCLAIM
HEREIN OR THEREIN OR RELATING HERETO OR THERETO, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF THE EQUITYHOLDER, THE BORROWER, THE COLLATERAL MANAGER, THE AGENTS OR ANY OTHER AFFECTED PERSON. EACH PARTY HERETO
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF
EACH OTHER FACILITY DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ITS ENTERING INTO THIS
AGREEMENT AND EACH SUCH OTHER FACILITY DOCUMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ANY RIGHT
TO CLAIM OR RECOVER IN ANY LITIGATION WHATSOEVER INVOLVING ANY INDEMNIFIED PARTY, ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES,
WHETHER SUCH WAIVED DAMAGES ARE BASED ON STATUTE, CONTRACT, TORT, COMMON LAW OR ANY OTHER LEGAL THEORY, WHETHER THE LIKELIHOOD
OF SUCH DAMAGES WAS KNOWN AND REGARDLESS OF THE FORM OF THE CLAIM OF ACTION. NO PARTY OR INDEMNIFIED PARTY SHALL BE LIABLE FOR
ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS,
ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH ANY FACILITY DOCUMENT OR THE TRANSACTIONS; PROVIDED THAT
THE FOREGOING SHALL NOT LIMIT THE INDEMNIFICATION OBLIGATIONS OF THE BORROWER PURSUANT TO SECTION 4(C). EACH PARTY CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY OR AN INDEMNIFIED PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
BUYER OR AN INDEMNIFIED PARTY WOULD NOT SEEK TO ENFORCE ANY OF THE WAIVERS IN THIS SECTION 12 IN THE EVENT OF LITIGATION OR OTHER
CIRCUMSTANCES. THE SCOPE OF SUCH WAIVERS IS INTENDED TO BE ALL–ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN
ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE FACILITY DOCUMENTS, REGARDLESS OF THEIR LEGAL THEORY. EACH PARTY ACKNOWLEDGES
THAT THE WAIVERS IN THIS SECTION 12 ARE A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT SUCH PARTY HAS ALREADY
RELIED ON SUCH WAIVERS IN ENTERING INTO THE FACILITY DOCUMENTS, AND THAT SUCH PARTY WILL CONTINUE TO RELY ON SUCH WAIVERS IN THEIR
RELATED FUTURE DEALINGS UNDER THE FACILITY DOCUMENTS. EACH PARTY FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED SUCH WAIVERS
WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A JURY TRIAL AND OTHER RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL. THE WAIVERS IN THIS SECTION 12 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND SHALL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO ANY OF THE FACILITY DOCUMENTS. IN THE EVENT
OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. THE PROVISIONS OF THIS SECTION
12 SHALL SURVIVE TERMINATION OF THE FACILITY DOCUMENTS AND THE INDEFEASIBLE PAYMENT IN FULL OF THE OBLIGATIONS.


 


13.Notices.
Any notice, report or other communication given hereunder shall be delivered in writing, electronically, via facsimile or addressed
to the address for each such party set forth in the Credit Agreement, or to such other address as any party shall have provided
to the other parties in writing. All notices required or permitted to be given hereunder shall be in writing and shall be deemed
given if such notice is mailed by first class mail, postage prepaid, hand delivered, sent by overnight courier service guaranteeing
next day delivery or sent by electronic mail or by telecopy (facsimile) in legible form to the address of such party as provided
above. The Collateral Administrator agrees to accept and act upon instructions or directions pursuant to this Agreement sent by
unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided that any person providing such
instructions or directions shall provide to the Collateral Administrator an incumbency certificate listing such designated persons,
which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If
the Borrower or the Collateral Manager elects to give the Collateral Administrator e-mail or facsimile instructions (or instructions
by a similar electronic method), the Collateral Administrator’s understanding of such instructions shall be deemed controlling.
The Collateral Administrator shall not be liable for any losses, costs or expenses arising directly or indirectly from the Collateral
Administrator’s reasonable, good faith reliance upon and compliance with such instructions notwithstanding such instructions
conflict or are inconsistent with a subsequent written instruction, unless such subsequent written instruction expressly revokes
such prior instruction and the Collateral Administrator had not yet commenced compliance with such prior instruction. Each of the
Borrower and the Collateral Manager agrees to assume all risks arising out of their respective use of such electronic methods to
submit instructions and directions to the Collateral Administrator, including without limitation the risk of the Collateral Administrator
acting on unauthorized instructions, and the risk of interception and misuse by third parties.


 






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14.Successors
and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of each of the Collateral
Manager, the Borrower and 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 and the Borrower, except that the 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 the Collateral Administrator or its
successors without the prior written consent of the Collateral Manager, the Administrative Agent or the Borrower (provided
that in such event the Collateral Administrator shall remain responsible for the performance of its duties as the 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 the Credit Agreement.
The parties hereto, and their successors and assigns intend that the Administrative Agent shall be a third party beneficiary of
this Agreement.


 


15.Counterparts.
This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of
which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together,
shall constitute but one and the same Agreement. Delivery of an executed signature page of this Agreement by facsimile or other
electronic transmission shall be effective as delivery of a manually executed counterpart hereof.


 


16.Severability.
Any provision of this Agreement or any other Facility Document which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.


 


17.Conflict with
the Credit Agreement. If this Agreement shall require that any action be taken with respect to any matter and the Credit Agreement
shall require that a different action be taken with respect to such matter, and such actions shall be mutually exclusive, or if
this Agreement should otherwise conflict with the Credit Agreement, the Collateral Administrator shall notify the Collateral Manager
and act in accordance with the Collateral Manager’s instructions.


 






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18.Subordination.
The Collateral Administrator agrees that the payment of all amounts to which it is entitled pursuant to this Agreement shall be
subordinated to the extent set forth in the Credit Agreement (as if it were a party to the Credit Agreement, in the case of any
successor Collateral Administrator that is not also serving as Collateral Agent under the Credit Agreement).


 


19.Survival.
Notwithstanding anything herein to the contrary, Section 4 and all indemnifications set forth or provided for in this Agreement
shall survive the termination of this Agreement.


 


20.No Petition
in Bankruptcy. The Collateral Administrator agrees not to file or join in the filing of an involuntary petition in bankruptcy
against the Borrower for the nonpayment of the Collateral Administrator’s fees or other amounts payable by the Borrower under
this Agreement until the payment in full of all Obligations issued under the Credit Agreement and the expiration of a period equal
to one year and one day or, if longer, the applicable preference period under the Bankruptcy Code plus ten (10) days following
said payment. The provisions of this Section 20 shall survive termination of this Agreement.


 


21.Limited Recourse
Against Borrower. Notwithstanding any other provision of this Agreement, each of the parties hereto hereby agrees that any
obligations of the Borrower under this Agreement are limited recourse obligations of the Borrower, payable solely from the Collateral
in accordance with Article IX of the Credit Agreement, and following realization of the Collateral, all obligations of the
Borrower under this Agreement and any claims of a party hereto shall be extinguished and shall not thereafter revive. No recourse
shall be had against any officer, director, employee, manager or member of the Borrower or its successors and assigns for the payment
of any amounts payable under this Agreement. The provisions of this Section 21 shall survive the termination of this Agreement.


 


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Collateral Administration Agreement to be executed and delivered as of the day first above
written.


 


	 	TICC
    FUNDING, LLC, as Borrower
	 	 
	 	 
	 	 

                                                                     

	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 
	 	 
	 	TICC
    Capital corp., as Collateral Manager
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


 





[Signature Page to Collateral Administration
Agreement]




 












    	 



    	 



    

 


 





	 	THE BANK OF NEW YORK MELLON
    TRUST 

    COMPANY, NATIONAL ASSOCIATION, 

    as Collateral Administrator
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


 





[Signature Page to Collateral Administration
Agreement]













 



    	 



    	 



    




 


 


	Acknowledged and agreed to
    by:	 
	 	 
	CITIBANK, N.A., as Administrative
    Agent	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 


 


 





[Signature Page to Collateral Administration
Agreement]