Exhibit 10.1


 



 


[FORM OF CREDIT AND SECURITY AGREEMENT]


 


CREDIT AND
SECURITY AGREEMENT






 


among






 


TICC FUNDING, LLC,


as Borrower,






 


THE LENDERS FROM TIME TO TIME PARTIES HERETO,






 


CITIBANK, N.A.,

as Administrative Agent,






 


THE BANK OF NEW YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION,

as Collateral Agent and as Custodian


 


and


 


TICC CAPITAL CORP.,

as Collateral Manager


 


 


 






 


 


Dated as of October 27, 2014


 


 



 






    	 



    	 



    

 


TABLE OF
CONTENTS


 


Page


 




	ARTICLE
    I DEFINITIONS; RULES OF CONSTRUCTION; COMPUTATIONS	1
	 	 
	Section
    1.01.   Definitions	1
	Section
    1.02.   Rules of Construction	42
	Section
    1.03.   Computation of Time Periods	42
	Section
    1.04.   Collateral Value Calculation Procedures	43
	 	 
	ARTICLE
    II ADVANCES	44
	 	 
	Section
    2.01.   Revolving Credit Facility; Approval Requests	44
	Section
    2.02.   Making of the Advances	45
	Section
    2.03.   Evidence of Indebtedness; Notes	45
	Section
    2.04.   Payment of Principal and Interest	46
	Section
    2.05.   Prepayment of Advances	47
	Section
    2.06.   Changes of Commitments	47
	Section
    2.07.   Maximum Lawful Rate	48
	Section
    2.08.   Several Obligations	48
	Section
    2.09.   Increased Costs	48
	Section
    2.10.   Compensation; Breakage Payments	49
	Section
    2.11.   Illegality; Inability to Determine Rates	50
	Section
    2.12.   Fees	50
	Section
    2.13.   Rescission or Return of Payment	51
	Section
    2.14.   Post-Default Interest	51
	Section
    2.15.   Payments Generally	51
	Section
    2.16.   Replacement of Lenders	51
	Section
    2.17.   Defaulting Lenders.	52
	 	 
	ARTICLE
    III CONDITIONS PRECEDENT	53
	 	 
	Section
    3.01.   Conditions Precedent to Initial Advances	53
	Section
    3.02.   Conditions Precedent to Each Borrowing	55
	 	 
	ARTICLE
    IV REPRESENTATIONS AND WARRANTIES	56
	 	 
	Section
    4.01.   Representations and Warranties of the Borrower	56
	Section
    4.02.   Representations and Warranties of the Collateral Manager	59
	 	 
	ARTICLE
    V COVENANTS	61
	 	 
	Section
    5.01.   Affirmative Covenants of the Borrower	61
	Section
    5.02.   Negative Covenants of the Borrower	64
	Section
    5.03.   Affirmative Covenants of the Collateral Manager	67
	Section
    5.04.   Negative Covenant of the Collateral  Manager	68
	Section
    5.05.   Certain Undertakings Relating to Separateness	68
	 	 
	ARTICLE
    VI EVENTS OF DEFAULT	70
	 	 
	Section
    6.01.   Events of Default	70
	Section
    6.02.   Remedies.	72
	 	 
	ARTICLE
    VII PLEDGE OF COLLATERAL; RIGHTS OF THE COLLATERAL AGENT	73
	 	 
	Section
    7.01.   Grant of Security	73
	Section
    7.02.   Release of Security Interest	74



 






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TABLE OF CONTENTS

(continued)


 


Page







 


	Section
    7.03.   Rights and Remedies	74
	Section
    7.04.   Remedies Cumulative	75
	Section
    7.05.   Related Documents	75
	Section
    7.06.   Borrower Remains Liable	76
	Section
    7.07.   Protection of Collateral	76
	 	 
	ARTICLE
    VIII ACCOUNTS, ACCOUNTINGS AND RELEASES	77
	 	 
	Section
    8.01.   Collection of Money	77
	Section
    8.02.   Collection Account	77
	Section
    8.03.   Payment Account	78
	Section
    8.04.   The Unfunded Reserve Account; Fundings	78
	Section
    8.05.   The Cash Diversion Reserve Account	79
	Section
    8.06.   Reinvestment of Funds in Covered Accounts; Reports by Collateral Agent	80
	Section
    8.07.   Accountings	80
	Section
    8.08.   Release of Collateral	81
	Section
    8.09.   Reports by Independent Accountants	82
	 	 
	ARTICLE
    IX APPLICATION OF FUNDS	83
	 	 
	Section
    9.01.   Disbursements of Funds from Payment Account	83
	 	 
	ARTICLE
    X SALE OF COLLATERAL LOANS; PURCHASE OF ADDITIONAL COLLATERAL LOANS	85
	 	 
	Section
    10.01.   Sales of Collateral Loans	85
	Section
    10.02.   Purchase of Additional Collateral Loans	87
	Section
    10.03.   Conditions Applicable to All Sale and Purchase Transactions	87
	Section
    10.04.   Additional Equity Contributions	87
	Section
    10.05.   Transfer of Warranty Collateral Loans.	88
	 	 
	ARTICLE
    XI THE AGENTS	88
	 	 
	Section
    11.01.   Authorization and Action	88
	Section
    11.02.   Delegation of Duties	89
	Section
    11.03.   Agents’ Reliance, Etc.	89
	Section
    11.04.   Indemnification	91
	Section
    11.05.   Successor Agents	91
	 	 
	ARTICLE
    XII MISCELLANEOUS	92
	 	 
	Section
    12.01.   No Waiver; Modifications in Writing	92
	Section
    12.02.   Notices, Etc.	93
	Section
    12.03.   Taxes	93
	Section
    12.04.   Costs and Expenses; Indemnification	96
	Section
    12.05.   Execution in Counterparts	98
	Section
    12.06.   Assignability	98
	Section
    12.07.   Governing Law	100
	Section
    12.08.   Severability of Provisions	100
	Section
    12.09.   Confidentiality	100
	Section
    12.10.   Merger	101
	Section
    12.11.   Survival	101
	Section
    12.12.   Submission to Jurisdiction; Waivers; Etc.	101



 






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TABLE OF CONTENTS

(continued)


 


Page



 


	Section
    12.13.   IMPORTANT WAIVERS	102
	Section
    12.14.   PATRIOT Act Notice	103
	Section
    12.15.   Legal Holidays	103
	Section
    12.16.   Non-Petition	103
	Section
    12.17.   Waiver of Setoff	104
	Section
    12.18.   Option to Acquire Rating	104
	 	 
	ARTICLE
    XIII	104
	 	 
	CUSTODIAN	104
	 	 
	Section
    13.01.   Appointment of Custodian	104
	Section
    13.02.   Duties of Custodian	104
	Section
    13.03.   Delivery of Collateral Loans to Custodian.	105
	Section
    13.04.   Release of Documents/Control By Agents.	106
	Section
    13.05.   Records.	106
	Section
    13.06.   Reporting	106
	Section
    13.07.   Certain General Terms	106
	Section
    13.08.   Compensation of Custodian	108
	Section
    13.09.   Responsibility of Custodian	108
	 	 
	ARTICLE
    XIV	112
	 	 
	COLLATERAL
    MANAGEMENT	112
	 	 
	Section
    14.01.   Designation of the Collateral Manager	112
	Section
    14.02.   Duties of the Collateral Manager	112
	Section
    14.03.   Authorization of the Collateral Manager	113
	Section
    14.04.   Realization Upon Defaulted Collateral Loans	113
	Section
    14.05.   Compensation	114
	Section
    14.06.   Expense Reimbursement; Indemnification	114
	Section
    14.07.   The Collateral Manager Not to Resign; Assignment; Collateral Manager Default	115
	Section
    14.08.   Appointment of Successor Collateral Manager	116


 






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SCHEDULES


 


	Schedule 1	Initial Commitments and Percentages
	Schedule 2	Contents of Monthly Report
	Schedule 3	Contents of Payment Date Report
	Schedule 4	Initial Collateral Loans
	Schedule 5	Moody’s Industry Classifications
	Schedule 6	Notice Information
	Schedule 7	Authorized Persons
	Schedule 8	Diversity Score Calculations


 


 


EXHIBITS


 


	Exhibit A	Form of Approval Request
	Exhibit B	Form of Notice of Borrowing (with attached form of Borrowing Base Calculation)
	Exhibit C	Form of Notice of Prepayment
	Exhibit D	Form of Assignment and Acceptance
	Exhibit E	Form of Note


 






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CREDIT AND
SECURITY AGREEMENT


 


CREDIT AND SECURITY
AGREEMENT, dated as of October 27, 2014, among TICC FUNDING, LLC, a Delaware limited liability company, as borrower (the “Borrower”),
the LENDERS from time to time party hereto, CITIBANK, N.A. (“Citibank”), as administrative agent for the Secured
Parties (as hereinafter defined) (in such capacity, the “Administrative Agent”), THE BANK OF NEW YORK MELLON
TRUST COMPANY, NATIONAL ASSOCIATION (“BNYM”), as collateral agent for the Secured Parties (as hereinafter defined)
(in such capacity, the “Collateral Agent”) and as collateral custodian for the Secured Parties (in such capacity,
the “Custodian”), and TICC CAPITAL CORP., a Maryland corporation, as collateral manager (in such capacity, the
“Collateral Manager”).


 


W I T N E S S E T H:


 


WHEREAS, the Borrower
desires that the Lenders make advances on a revolving basis to the Borrower on the terms and subject to the conditions set forth
in this Agreement; and


 


WHEREAS, each Lender
is willing to make such advances to the Borrower on the terms and subject to the conditions set forth in this Agreement.


 


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:


 


ARTICLE
I

DEFINITIONS; RULES OF CONSTRUCTION; COMPUTATIONS


 


Section 1.01.Definitions


 


As used in this Agreement,
the following terms shall have the meanings indicated:


 


“Account Control
Agreement” means the Account Control Agreement, dated as of the Closing Date, among the Borrower, the Collateral Agent
and BNYM, as the Securities Intermediary, as the same may be amended, modified, waived, supplemented or restated from time to time.


 


“Adjusted
Eurodollar Rate” means, for any Interest Accrual Period, an interest rate per annum equal to a fraction, expressed
as a percentage, (i) the numerator of which is equal to the LIBOR Rate for such Interest Accrual Period and (ii) the denominator
of which is equal to 100% minus the Eurodollar Reserve Percentage for such Interest Accrual Period.


 


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


 


“Administrative
Agent Fee Letter” means that certain fee letter, dated as of the Closing Date, by and among the Administrative Agent
and the Borrower.


 


“Administrative
Expense Cap” means, for any Payment Date, an amount equal (when taken together with any Administrative Expenses paid
during the period since the preceding Payment Date or, in the case of the first Payment Date, the Closing Date) to $50,000 per
annum.


 


“Administrative
Expenses” means the fees and expenses (including indemnities) and other amounts of the Borrower (or any Permitted Subsidiary)
due or accrued with respect to any Payment Date and payable in the following order:


 






    	 



    	 



    

 


(a)first,
to the Collateral Agent, the Collateral Administrator, the Custodian and the Securities Intermediary, the Collateral Agent Fee
in an amount not to exceed $15,000 for such Payment Date and any other amounts and indemnities payable to such entities pursuant
to the Facility Documents;


 


(b)second,
to the Administrative Agent, any amounts and indemnities payable to such the Administrative Agent pursuant to the Facility Documents;


 


(b)third,
to the Collateral Manager for expenses incurred by the Collateral Manager in connection with the services provided under this Agreement,
excluding any Collateral Management Fee; and


 


(c)fourth,
on a pro rata basis, to:


 


(i)the
Independent Accountants, agents (other than the Collateral Manager) and counsel of the Borrower (or any Permitted Subsidiary) for
fees and expenses related to the Collateral and the Facility Documents;


 


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


 


(iii)any
other Person in respect of any other fees or expenses permitted under or incurred pursuant to or in connection with the Facility
Documents;


 


(iv)the
Lenders and the Agents (or related indemnified parties) for fees, expenses and other amounts payable by the Borrower under
any Facility Document; and


 


(v)indemnification
obligations owing by the Borrower or any Permitted Subsidiary to the Borrower’s or any Permitted Subsidiary’s directors
under its Constituent Documents;


 


provided that, for the avoidance
of doubt, (1) amounts that are expressly payable to any Person under the Priority of Payments in respect of an amount that is stated
to be payable as an amount other than as Administrative Expenses (including Interest and principal and other amounts owing in respect
of the Advances and the Commitments and any Collateral Management Fee) shall not constitute Administrative Expenses, (2) expenses
paid for on the Closing Date with proceeds of the Advances comprising the initial Borrowing shall not constitute Administrative
Expenses and (3) no amount shall be payable to the Collateral Manager as Administrative Expenses in reimbursement of fees or expenses
of any third party until the Collateral Manager shall have first paid the fees and expenses that are subject of such reimbursement.


 


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


 


“Advance Rate”
means, as of any date of determination, 50%, subject to adjustment in accordance with this Agreement.


 


“Advances
Outstanding” means, as of any date of determination, the aggregate principal amount of all Advances outstanding on such
date, after giving effect to all repayments of Advances made on or prior to such date and any new Advances made on such date.


 






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“Affected
Person” means (a) each Lender and (b) any assignee or participant of any Lender (unless the benefit of any particular
provision hereof to any such Affected Person is otherwise expressly excluded herein).


 


“Affiliate”
means, in respect of a referenced Person, another Person Controlling, Controlled by or under common Control with such referenced
Person; provided that a Person shall not be deemed to be an “Affiliate” of an Obligor solely because it is under
the common ownership or control of the same financial sponsor or affiliate thereof as such Obligor (except if any such Person or
Obligor provides collateral for, guarantees or otherwise supports the obligations of the other such Person or Obligor).


 


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


 


“Aggregate
Asset Cost” means, at any date of determination, the sum of the Asset Costs of all Eligible Loans included in the Collateral
at such date.


 


“Aggregate
Funded Spread” means, as of any date, the sum of:


 


(a)in
the case of each Eligible Loan (excluding any Floor Obligation) that bears interest at a spread over an index (including any London
interbank offered rate based index), (i) the excess of the sum of such spread and such index over the LIBOR Rate as then
in effect (which spread or excess may be expressed as a negative percentage) multiplied by (ii) the Principal Balance
of such Eligible Loan; and


 


(b)in
the case of each Floor Obligation, (i) the excess of the interest rate on such Floor Obligation as of such date over the
LIBOR Rate as then in effect (which spread or excess may be expressed as a negative percentage) multiplied by (ii) the Principal
Balance of each such Eligible Loan.


 


“Aggregate
Principal Balance” means, when used with respect to all or a portion of the Collateral Loans, the sum of the Principal
Balances of all or of such portion of such Collateral Loans (other than Ineligible Collateral Loans).


 


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


 


“Agreement”
means this Credit and Security Agreement.


 


“Applicable
Law” means any Law of any Governmental Authority, including all federal and state banking or securities laws, to which
the Person in question is subject or by which it or any of its assets or properties are bound.


 


“Applicable
Margin” means 1.50% per annum.


 


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


 


“Amortization
Period” means the period beginning on the last day of the Reinvestment Period and ending on the date on which all Obligations
are paid in full.


 






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“Asset Cost”
means, for each Collateral Loan included in the Collateral, the product of (i) the Purchase Price paid by the Borrower for such
Collateral Loan times (ii) the Principal Balance of such Collateral Loan at such time.


 


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


 


“Authorized
Person(s)” has the meaning assigned to such term in Section 13.07(d)(i).


 


“Bankruptcy
Code” means the United States Bankruptcy Code.


 


“Base Rate”
means, on any date, a fluctuating interest rate per annum equal to the highest of (a) the Prime Rate, (b) the Federal Funds
Rate plus 1.50% or (c) the LIBOR Rate for a one month period plus 1.0%. The Base Rate is a reference rate and does
not necessarily represent the lowest or best rate actually charged to any customer of any Agent or any Lender. Interest calculated
pursuant to clauses (a), (b) and (c) above will be determined based on a year of 360 days and actual days
elapsed.


 


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


 


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


 


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


 


“Borrower
Information” has the meaning assigned to such term in Section 12.09.


 


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


 


“Borrowing
Base” means, at any time, the least of:


 


(a)the
Facility Amount at such time;


 


(b)the
sum of:


 


(i)(x)
the aggregate sum of the products of (A) the applicable Advance Rate for each Eligible Loan as of such date and (B) Asset Cost
of such Eligible Loan minus (y) the Excess Concentration Amount, plus


 


(ii)the
aggregate amount of cash then on deposit in the Principal Collection Subaccount; and


 


(c)the sum
of:


 


(i) the Aggregate
Asset Cost, minus


 


(ii) the Excess
Concentration Amount, minus


 


(iii) the Minimum
Equity Amount, plus


 


(iv) the aggregate
amount of cash then on deposit in the Principal Collection Subaccount.


 






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“Borrowing
Base Calculation Statement” means a statement in substantially the form attached to the form of Notice of Borrowing attached
hereto as Exhibit B, as such form of Borrowing Base Calculation Statement may be modified by the Administrative Agent
from time to time to the extent such form does not, in the good faith opinion of the Administrative Agent, accurately reflect the
calculation of the Borrowing Base required hereunder.


 


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


 


“Borrowing
Date” means the date of a Borrowing.


 


“Business
Day” means any day of the year except: (a) a Saturday, Sunday or other day on which commercial banks in New York City
are authorized or required by law to close; and (b) if such day relates to any interest rate setting as to an Advance determined
by reference to the LIBOR Rate, any fundings, disbursements, settlements and payments in respect of any such Advance, or any other
dealings to be carried out pursuant to this Agreement in respect of any such Advance (or any Advance determined by reference to
the Base Rate as to which such Base Rate is determined by reference to the LIBOR Rate), any day on which dealings in Dollars are
not conducted by and between banks in the London interbank market.


 


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


 


“Cash Diversion
Required Amount” has the meaning assigned to such term in Section 8.05.


 


“Cash Diversion
Reserve Account” has the meaning assigned to such term in Section 8.05.


 


“Cash Diversion
Test” means a test that is satisfied if, as of any date of determination, no Equity Coverage Deficiency exists and the
Concentration Limitations are satisfied.


 


“CCC Collateral
Loan” means, at any time, a Collateral Loan with a Moody’s Rating of “Caa1” or lower or an S&P
Rating of “CCC+” or lower.


 


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


 


“Change in
Law” means (a) the adoption of any law, rule or regulation after the Closing Date, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance
by any Lender (or, for purposes of Section 2.09(b), by any lending office of such Lender or by such Lender’s holding
company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority
made or issued after the Closing Date; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued
in connection therewith or in implementation thereof and (y) all requests, rules, guidelines, requirements or directives promulgated
by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or
the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”.


 


“Change of
Control” means, at any time, the occurrence of one of the following events: (a) the Borrower ceases to be 100% owned
by the Equityholder; (b) the Equityholder ceases to be managed by the TICC Adviser; (c) the dissolution, termination or liquidation
in whole or in part, transfer or other disposition, in each case, of all or substantially all of the assets of, TICC Capital; (d)
the Equity Securities in the Collateral Manager shall cease to be publicly traded on the NASDAQ Global Select Market or other recognized
market acceptable to the Administrative Agent in its sole discretion; (e) the Investment Advisory Agreement shall fail to be in
full force and effect; (f) BDC Partners, LLC ceases to be the managing member of TICC Adviser; or (g) Jonathan H. Cohen and Saul
B. Rosenthal cease to be controlling members of BDC Partners, LLC.


 






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


 


“Clearing
Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.


 


“Clearing
Corporation” means each entity included within the meaning of “clearing corporation” under Section 8-102(a)(5)
of the UCC.


 


“Clearing
Corporation Security” means securities which are in the custody of or maintained on the books of a Clearing Corporation
or a nominee subject to the control of a Clearing Corporation and, if they are Certificated Securities in registered form, properly
endorsed to or registered in the name of the Clearing Corporation or such nominee.


 


“Closing Date”
means October 27, 2014.


 


“Closing Date
Participation Agreements” means the TICC CLO Closing Date Participation Agreement and, to the extent evidencing the sale
of a participation interest with respect to any Collateral Loan, the Sale Agreement.


 


“Closing Date
Participation Interests” means the undivided 100% participation interests granted by TICC CLO LLC or TICC Capital Corp.,
as applicable, to the Borrower in and to each Collateral Loan identified on Annex A to the TICC CLO Closing Date Participation
Agreement or Schedule II to the Sale Agreement (to the extent constituting a participation interest pending completion of the assignment
thereof in accordance with Section 2.4 of the Sale Agreement), as applicable, and in which a Lien is granted therein by the Borrower
to the Collateral Agent pursuant to this Agreement.


 


“Code”
means the Internal Revenue Code of 1986.


 


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


 


“Collateral
Administration Agreement” means that certain Collateral Administration Agreement, dated as of the Closing Date, among
the Collateral Administrator, the Borrower, the Collateral Manager and the Administrative Agent.


 


“Collateral
Administrator” means BNYM, and any successor thereto under the Collateral Administration Agreement.


 


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


 


“Collateral
Agent Fee Letter” means the fee letter, by and among the Borrower and BNYM, setting forth the amounts payable by the
Borrower to the Collateral Agent, the Custodian, the Securities Intermediary and the Collateral Administrator in connection with
the transactions contemplated by this Agreement.


 






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“Collateral
Agent Fee” means the fee payable to the Collateral Agent, the Custodian, the Securities Intermediary and the Collateral
Administrator pursuant to the Collateral Agent Fee Letter.


 


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


 


“Collateral
Management Fee” means the fee payable to the Collateral Manager in arrears on each Payment Date (prorated for the related
Interest Accrual Period) pursuant to Section 9.01 of this Agreement, in an amount equal to 0.25% per annum (calculated
on the basis of a 360-day year and the actual number of days elapsed during the applicable Interest Accrual Period) of the Quarterly
Asset Amount at the beginning of the Collection Period relating to such Payment Date; provided that for so long as TICC
Capital is the Collateral Manager, the Collateral Management Fee shall be $0.


 


“Collateral
Management Standard” means, with respect to any Collateral Loan included in the Collateral, to service and administer
such Collateral Loan in accordance with the Related Documents and all customary and usual servicing practices with reasonable care
and in good faith, (i) using a degree of skill, care, prudence, diligence and attention no less than the higher of (a) that which
the Collateral Manager exercises with respect to comparable assets that it may manage for itself and its other clients having similar
investment objectives and restrictions and (b) the customary and usual collateral management practices that a prudent collateral
manager of national recognition in the United States would use to manage comparable assets for its own account and for the account
of others, and (ii) in accordance with the Collateral Manager’s customary practices and procedures involving assets of the
nature and character of the Collateral Loans.


 


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


 


“Collateral
Manager Default” means the occurrence of any one of the following:


 


(a)any
failure by the Collateral Manager to make any payment, transfer or deposit into any Covered Account as required by this Agreement
which continues unremedied for a period of two (2) Business Days;


 


(b)any
failure by the Collateral Manager to deliver any report required to be delivered by it under this Agreement or the other Facility
Documents on or before the date that is two (2) Business Days after the date that such report is required to be delivered;


 


(c)except
as otherwise provided in this definition, a default in any material respect in the performance, or breach in any material respect,
of any covenant or agreement of the Collateral Manager under this Agreement or the other Facility Documents to which it is a party,
or the failure of any representation or warranty of the Collateral Manager made in this Agreement or in any other Facility Document
to be correct, in each case, in all material respects when the same shall have been made, and the continuation of such default,
breach or failure for a period of ten (10) Business Days after the earlier of (i) written notice to the Collateral Manager (which
may be by e-mail) by either Agent, and (ii) actual knowledge of a Responsible Officer of the Collateral Manager;


 


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


 


(e)the
occurrence of any Change of Control with respect to the Collateral Manager;


 






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(f)the
rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment
of money in excess individually or in the aggregate of $2,500,000 against the Collateral Manager (exclusive of judgment amounts
fully covered by insurance), and the Collateral Manager shall not have either (i) discharged or provided for the discharge of any
such judgment, decree or order in accordance with its terms or (ii) perfected a timely appeal of such judgment, decree or order
and caused the execution of same to be stayed during the pendency of the appeal, in each case, within thirty (30) Business Days
from the date of entry thereof;


 


(g)the
Collateral Manager shall have made payments totaling more than $2,000,000 in the aggregate to settle any litigation, claim or dispute
(excluding the amount of any payment made from insurance proceeds);


 


(h)the
failure of the Collateral Manager to make any payment when due (after giving effect to any related grace period) under one or more
agreements for borrowed money to which it is a party in an aggregate amount in excess of $2,500,000, individually or in the aggregate,
or the occurrence of any event or condition that has resulted in the acceleration of such indebtedness, whether or not waived;


 


(i)(i)
the Collateral Manager commits any act that constitutes fraud or criminal activity in the performance of its obligations hereunder
(as determined pursuant to a final adjudication by a court of competent jurisdiction) or (ii) any Responsible Officer of the Collateral
Manager primarily responsible for the performance by the Collateral Manager of its obligations hereunder (in the performance of
his or her investment management duties) is indicted for a criminal offense materially related to the business of the Collateral
Manager providing management services and continues to have responsibility for the performance by the Collateral Manager hereunder
for a period of ten (10) days after such indictment;


 


(j)any
two (2) Key Individuals (or replacements reasonably acceptable to the Administrative Agent) shall (i) cease to be officers, employees
or partners of TICC Adviser or (ii) cease to be actively involved in the management of the Collateral Manager, including, but not
limited to, general management (other than with respect to Hari Srinivasan), management of the Collateral portfolio, underwriting,
the credit approval process and credit monitoring activities, other than due to temporary absences for family leave, illness or
injury and such individuals are not replaced with other individuals reasonably acceptable to the Administrative Agent within 60
days; or


 


(k)the Collateral
Manager shall assign any of its rights or obligations under any Facility Document to any Person (other than (i) an Affiliate thereof
that is reasonably acceptable to the Administrative Agent, (ii) a Person that becomes a successor or assignee Collateral Manager
hereunder in accordance with the terms hereof or (iii) in accordance with Section 14.01(b)).


 


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


 


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


 


(b)the
Minimum Weighted Average Spread Test;


 






    	8



    	 



    

 


(c)the
Maximum Weighted Average Life Test; and


 


(d)the
Minimum Diversity Score Test.


 


“Collection
Account” has the meaning assigned to such term in Section 8.02 and includes the Principal Collection Subaccount
and the Interest Collection Subaccount.


 


“Collection
Period” means, with respect to (a) the first Payment Date, the period from and including the Closing Date to and
including the Determination Date immediately preceding the first Payment Date, and (b) any subsequent Payment Date, the period
from but excluding the Determination Date immediately preceding the previous Payment Date to and including the Determination Date
immediately preceding the current Payment Date (or, in the case of the final Payment Date, to and including such Payment Date).


 


“Collections”
means all cash collections, distributions, payments or other amounts received, or to be received, by the Borrower from any Person
in respect of any Collateral Loan constituting Collateral, including all principal, interest, fees, distributions, recoveries and
redemption and withdrawal proceeds payable to the Borrower under or in connection with any such Collateral Loans and all Proceeds
from any sale or disposition of any such Collateral Loans, but excluding any Excluded Amounts and any amounts received by the Borrower
from an Obligor following the sale of a Collateral Loan by the Borrower that the Borrower is required to pay to the purchaser of
such Collateral Loan so long such amounts are not included in the net proceeds reported to be received by the Borrower from such
sale.


 


“Commitment”
means, as to each Lender, the obligation of such Lender to make, on and subject to the terms and conditions hereof, Advances to
the Borrower pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding for such Lender
up to but not exceeding the amount set forth opposite the name of such Lender on Schedule 1 or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Commitment, as applicable, as such amount may be reduced from time to time
pursuant to Section 2.06 or increased or reduced from time to time pursuant to assignments effected in accordance with
Section 12.06(a).


 


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


 


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


 


“Concentration
Limitations” means, as of any date of determination, the following limitations (as applied to the Aggregate Asset Cost
of the Eligible Loans owned (or, in relation to a proposed purchase of an Eligible Loan, proposed to be owned) by the Borrower,
calculated as a percentage of the Aggregate Asset Cost of the Eligible Loans owned (or, in relation to a proposed purchase of an
Eligible Loan, proposed to be owned) by the Borrower plus the aggregate amount of cash then on deposit in the Principal
Collection Subaccount and the Cash Diversion Reserve Account, and in each case in accordance with the procedures set forth in Section
1.04; provided that for purposes of this definition, in determining the Principal Balance of any Delayed Drawdown Collateral
Loan or Revolving Collateral Loan, any unfunded commitments in respect of such Delayed Drawdown Collateral Loan or Revolving Collateral
Loan shall be assumed to have been fully funded as of such date of determination):


 


(a)not
more than 4.00% consists of obligations of any one (1) Obligor (and Affiliates thereof), except that the Asset Cost of up
to five (5) Obligors may constitute up to 4.50%;


 






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(b)not
more than 10.00% consists of Eligible Loans with Obligors in any one Moody’s Industry Classification, except that Eligible
Loans in up to two (2) Moody’s Industry Classifications may each constitute up to 17.50% and Eligible Loans in up to three
(3) Moody’s Industry Classifications may each constitute up to 15.00%;


 


(d)not
more than 15.00% consists of Second Lien Obligations;


 


(e)not
more than 3.00% consists of Partial PIK Loans;


 


(f)not
more than 20.00% consists of CCC Collateral Loans;


 


(g)not
more than 60.00% consists of Covenant Lite Loans;


 


(h) not
more than 5.00% consists of DIP Collateral Loans; and


 


(i)not
more than 5.00% consists of Delayed Drawdown Collateral Loans and Revolving Collateral Loans.


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


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


 


“Continued
Errors” has the meaning assigned to such term in Section 14.08(c).


 


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


 


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


 


“Coverage
Test” means each of (a) the Borrowing Base Test, (b) the Equity Coverage Test and (c) the Net Equity Test.


 


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


 


“Credit Risk
Collateral Loan” means a loan which, in the judgment of the Collateral Manager, (a) has a significant risk of declining
in credit quality and, with lapse of time, becoming a Defaulted Collateral Loan or (b) as a result of one or more factors, including
credit quality, has a significant risk of declining in market price (but not including any such decline experienced by the market
generally as a result of interest rate movement, general economic conditions or similar factors).


 






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


 


“Data File”
has the meaning specified in Section 8.07(a).


 


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


 


“Defaulted
Collateral Loan” means any loan as to which:


 


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


 


(b)except
in the case of a DIP Collateral Loan, an Insolvency Event (without giving effect to any grace period set forth in such definition)
with respect to the related Obligor of such loan has occurred; or


 


(c)a
Material Modification with respect to such loan has occurred; or


 


(d)has
(i) a Moody’s Rating below “Caa3” (or a Moody’s probability of default rating of “D” or “LD”)
or (ii) an S&P Rating below “CCC-” (or of “D” or “SD”), or in each case had such rating
before such rating was withdrawn and which has not been reinstated as of the date of determination.


 


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


 






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“Delayed Drawdown
Collateral Loan” means a Collateral Loan that (a) requires the Borrower to make one or more future advances to the Obligor
under the Related Documents, (b) specifies a maximum amount that can be borrowed on one or more fixed borrowing dates, and
(c) does not permit the re-borrowing of any amount previously repaid by the Obligor thereunder; provided that any such Collateral
Loan will be a Delayed Drawdown Collateral Loan only to the extent of unfunded commitments and solely until all commitments by
the Borrower to make advances on such Collateral Loan to the Obligor under the Related Documents expire or are terminated or are
reduced to zero.


 


“Deliver”
or “Delivered” or “Delivery” means the taking of the following steps:


 


(a)with
respect to such of the Collateral as constitutes an instrument, causing the Custodian to take possession of such instrument indorsed
to the Collateral Agent by an effective indorsement;


 


(b)with
respect to such of the Collateral as constitutes tangible chattel paper, goods, a negotiable document, or money, causing the Custodian
to take possession of such tangible chattel paper, goods, negotiable document, or money;


 


(c)with
respect to such of the Collateral as constitutes a Certificated Security, causing the Custodian to acquire possession of the related
security certificate, registered in the name of the Collateral Agent, payable to the order of the Collateral Agent, or specially
indorsed to the Collateral Agent by an effective indorsement, and not in any case indorsed to the Custodian or in blank;


 


(d)with
respect to such of the Collateral as constitutes an Uncertificated Security, causing the issuer of such Uncertificated Security
to register the Collateral Agent as the registered owner of such Uncertificated Security, upon original issue or registration of
transfer by the issuer of such Uncertificated Security;


 


(e)with
respect to such of the Collateral as constitutes a Security Entitlement, causing the Custodian as Securities Intermediary to indicate
by book entry that the Financial Asset relating to such Security Entitlement has been credited to the appropriate Covered Account;


 


(f)with
respect to such of the Collateral as constitutes a deposit account, causing such deposit account to be maintained in the name of
the Collateral Agent and causing the bank with which such deposit account is maintained to agree in writing with the parties hereto
that (i) such bank shall comply with instructions originated by the Collateral Agent directing disposition of the funds in the
deposit account without further consent of any other Person, (ii) such bank will not agree with any Person other than the Collateral
Agent to comply with instructions originated by any Person other than the Collateral Agent, (iii) such deposit account and the
money on deposit therein shall not be subject to any Lien or right of set-off in favor of such bank or anyone claiming through
it (other than the Collateral Agent), (iv) such agreement shall be governed by the laws of the State of New York, and (v) with
respect to such bank, the State of New York shall be the “bank’s jurisdiction” for purposes of Article 9 of the
Uniform Commercial Code;


 






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(g)with
respect to such of the Collateral as constitutes an account or a general intangible or is not otherwise described in the foregoing
clauses (a)-(f), causing to be filed with the Recorder of Deeds for the District of Columbia a properly completed
UCC financing statement that names the Borrower as debtor and the Collateral Agent as secured party and that describes such Collateral
(which financing statement may have been previously filed) or any equivalent filing in any applicable jurisdiction; or


 


(h)in
the case of each of clauses (a) through (g) above, such additional or alternative procedures as may hereafter become
appropriate to perfect the security interest granted to the Collateral Agent hereunder in such items of the Collateral, consistent
with Applicable Law.


 


In addition, the Collateral
Manager on behalf of the Borrower will obtain any and all consents required by the Related Documents relating to any Instruments,
accounts or general intangibles for the transfer of ownership and/or pledge hereunder (except to the extent that the requirement
for such consent is rendered ineffective under Section 9-406 of the UCC).


 


“Determination
Date” means, with respect to any Payment Date, the fifth (5th) Business Day prior to such Payment Date; provided
that, with respect to the final Payment Date, the Determination Date shall be such Payment Date.


 


“DIP Collateral
Loan” means an obligation:


 


(a)obtained
or incurred after the entry of an order of relief in a case pending under Chapter 11 of the Bankruptcy Code;


 


(b)to
a debtor in possession as described in Chapter 11 of the Bankruptcy Code or a trustee (if appointment of such trustee has been
ordered pursuant to Section 1104 of the Bankruptcy Code);


 


(c)on
which the related Obligor is required to pay interest and/or principal on a current basis; and


 


(d)approved
by a Final Order or Interim Order of the bankruptcy court so long as such obligation is (i) fully secured by a Lien on the debtor’s
otherwise unencumbered assets pursuant to Section 364(c)(2) of the Bankruptcy Code, (ii) fully secured by a Lien of equal or senior
priority on property of the debtor estate that is otherwise subject to a Lien pursuant to Section 364(d) of the Bankruptcy Code
or (iii) secured by a junior Lien on the debtor’s encumbered assets (so long as such loan is fully secured based on
the most recent current valuation or appraisal report, if any, of the debtor).


 


“Diversity
Score” means a single number that indicates Collateral concentration in terms of both Obligor and industry concentration.
The Diversity Score for the Eligible Loans is calculated as set forth in Schedule 8.


 


“Document
Checklist” means an electronic or hard copy list delivered by the Borrower (or by the Collateral Manager on behalf of
the Borrower) to the Custodian that identifies each of the documents contained in each Loan File and whether such document is an
original or a copy and whether a hard copy or electronic copy will be delivered to the Custodian related to a Collateral Loan and
includes the name of the Obligor with respect to such Collateral Loan, in each case as of the related date of Advance or acquisition
by the Borrower.


 






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


 


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


 


“EBITDA”
means, with respect to any trailing twelve month period and any Collateral Loan, the meaning of the term “Adjusted EBITDA”,
the term “EBITDA” or any comparable definition in the Related Documents for such period and Collateral Loan (or, in
the case of a Collateral Loan for which the Related Documents have not been executed, as set forth in the relevant marketing materials
or financial model in respect of such Collateral Loan) as determined in the good faith discretion of the Collateral Manager,
and in any case that the term “Adjusted EBITDA”, the term “EBITDA” or such comparable definition is
not defined in such Related Documents, an amount, for the principal Obligor thereunder and any of its parents or Subsidiaries that
are obligated as guarantor pursuant to the Related Documents for such Collateral Loan (determined on a consolidated basis without
duplication in accordance with GAAP (and also on a pro forma basis as determined in good faith by the Collateral Manager in case
of any acquisitions)) equal to earnings from continuing operations for such period plus interest expense, income taxes, unallocated
depreciation and amortization for such period (to the extent deducted in determining earnings from continuing operations for such
period), extraordinary, one-time and/or non-recurring losses or charges, and any other item the Collateral Manager and the Administrative
Agent deem to be appropriate.


 


“Eligible
Investment Required Ratings” means, with respect to any obligation or security, with respect to ratings assigned by Moody’s,
“Aa2” (and not on credit watch for possible downgrade) or “P-1” for one-month instruments, “Aa2”
(and not on credit watch for possible downgrade) and “P-1” for three-month instruments, “Aa3” (and not
on credit watch for possible downgrade) and “P-1” for six-month instruments and “Aa2” (and not on credit
watch for possible downgrade) and “P-1” for instruments with a term in excess of six months and (b) with respect
to rating assigned by S&P, “A-1” (and not on credit watch for possible downgrade) for short-term instruments and
“A” (and not on credit watch for possible downgrade) for long-term instruments.


 


“Eligible
Investments” means any Dollar investment that, at the time it is Delivered, is Cash or one or more of the following
obligations or securities:


 


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


 


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


 


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


 






    	14



    	 



    

 


(d)money
market funds that have, at all times, ratings in the highest credit rating category by Moody’s and S&P;


 


provided that (i) Eligible Investments
purchased with funds in the Collection Account shall be held until maturity except as otherwise specifically provided herein and
shall include only such obligations or securities, other than those referred to in clause (d) above, as mature (or are putable
at par to the issuer thereof) no later than the earlier of (A) 90 days after the date of acquisition thereof or (B) the Business
Day prior to the next Payment Date; and (ii) none of the foregoing obligations or securities shall constitute Eligible Investments
if (A) such obligation or security has an “f”, “r”, “p”, “pi”, “q”,
“sf” or “t” subscript assigned by S&P, (B) all, or substantially all, of the remaining amounts
payable thereunder consist of interest and not principal payments, (C) such obligation or security is subject to U.S. withholding
or foreign withholding tax unless the issuer of the security is required to make “gross-up” payments for the full amount
of such withholding tax, (D) such obligation or security is secured by real property, (E) such obligation or security is purchased
at a price greater than 100% of the principal or face amount thereof, (F) such obligation or security is subject of a tender offer,
voluntary redemption, exchange offer, conversion or other similar action or (G) in the Collateral Manager’s judgment, such
obligation or security is subject to material non-credit related risks. Any such investment may be made or acquired from or through
the Collateral Agent or any of its Affiliates, or any entity for whom the Collateral Agent or any of its Affiliates provides services
(so long as such investment otherwise meets the applicable requirements of the foregoing definition of Eligible Investment at the
time of acquisition). Notwithstanding the foregoing, unless the Borrower and the Collateral Manager have received the written advice
of counsel of national reputation experienced in such matters to the contrary (together with an officer’s certificate of
the Borrower or the Collateral Manager to the Administrative Agent (on which the Administrative Agent may rely) that the advice
specified in this definition has been received by the Borrower and the Collateral Manager) and the Administrative Agent consents
thereto, on and after July 21, 2015 (or such later date as may be determined by the Borrower and the Collateral Manager based upon
such advice), Eligible Investments may only include obligations or securities that constitute cash equivalents for purposes of
the rights and assets in paragraph (c)(8)(i)(B) of the exclusions from the definition of “covered fund” for purposes
of the Volcker Rule.


 


“Eligible
Loan” means a Collateral Loan that (A) has been approved by the Administrative Agent, in its sole discretion, prior
to the date on which the Borrower commits to acquire such Collateral, and (B) satisfies each of the following eligibility
requirements on any date of determination (unless the Administrative Agent in its sole discretion agrees to waive any such eligibility
requirement with respect to such loan); provided that, that for purposes of determining whether a Collateral Loan constitutes
an Eligible Loan at any time after the acquisition thereof by the Borrower (or its binding commitment to do the same), the criteria
set forth in clauses (c), (h), (k)(ii) and (y) shall be evaluated solely as of the date the Borrower commits to acquire such Collateral
Loan:


 


(a)is (i) a First
Lien Obligation, (ii) a Second Lien Obligation or (iii) prior to the date that is sixty (60) days after the Closing Date (or such
longer period to which the Administrative Agent may agree in its sole discretion) a Closing Date Participation Interest;


 


(b)permits the
purchase thereof by or assignment thereof (or, in the case of a Closing Date Participation Interest, participation thereof) to
the Borrower and the pledge to the Collateral Agent;


 


(c)is not in arrears;


 






    	15



    	 



    

 


(d)is denominated
and payable in Dollars and does not permit the currency in which such loan is payable to be changed;


 


(e)is an obligation
of an Obligor organized or incorporated in (i) the United States (or any state thereof) or (ii) Canada (or any province thereof);


 


(f)the Related
Documents for which are governed by the laws of a state in the United States;


 


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


 


(h)is not the subject
of an offer other than a Permitted Offer or called for redemption other than pursuant to a Permitted Offer;


 


(i)does not constitute
Margin Stock;


 


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


 


(k)is not (i) a
Defaulted Collateral Loan or (ii) a Credit Risk Collateral Loan;


 


(l)is not an Equity
Security or a component thereof and does not provide for mandatory or optional conversion or exchange into an Equity Security;
provided that any Equity Security purchased as part of a “unit” with a Collateral Loan (including any attached
warrants) and that itself is not eligible for purchase by the Borrower as a Collateral Loan shall not cause the Collateral Loan
portion to lose its eligibility hereunder;


 


(m)is not a PIK
Loan;


 


(n)is not a Structured
Finance Obligation, a bridge loan or other obligation that (i) is incurred in connection with a merger, acquisition, consolidation,
or sale of all or substantially all of the assets of a Person or similar transaction and (ii) by its terms, is required to be repaid
within one year of the incurrence thereof with proceeds from additional borrowings or other refinancing, a bond, a synthetic security,
a finance lease or chattel paper;


 


(o)provides for
the full principal balance to be payable at or prior to its maturity;


 


(p)has an original
term to maturity of not more than seven (7.0) years;


 


(q)provides for
payment of interest at least quarterly;


 


(r)bears interest
at a floating rate;


 


(s)is not subject
to material non-credit related risk (such as a loan, the payment of which is expressly contingent upon the non-occurrence of a
catastrophe), as determined by the Collateral Manager in its reasonable discretion;


 


(t)is not an obligation
(other than a Delayed Drawdown Collateral Loan or a Revolving Collateral Loan) pursuant to which any future advances or payments
to the Obligor may be required to be made by the Borrower;


 






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(u)if evidenced
by a note or other instrument, such note or other instrument has been delivered to the Custodian in accordance with this Agreement;


 


(v)except for a
Closing Date Participation Interest, is not a participation interest;


 


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


 


(x)such loan is
not underwritten as a commercial real estate loan principally secured by real property;


 


(y)as to which
no payment default, breach of negative pledge or financial covenant or other material default exists;


 


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


 


(aa)is in “registered”
form for U.S. federal income tax purposes;


 


(bb)constitutes
indebtedness for U.S. federal income tax purposes;


 


(cc)the acquisition
of such loan will not cause the Borrower to violate any Law;


 


(dd)the transfer
thereof is effected pursuant to either (i) in the case of a Collateral Loan other than a Closing Date Participation Interest, an
LSTA Par/Near Par Trade Confirmation, subject to Standard Terms and Condition for Par/Near Par Trade Confirmations, as published
by The Loan Syndications and Trading Association, Inc., or the equivalent thereof as published by the Loan Market Association,
or (ii) in the case of a Closing Date Participation Interest, the applicable Closing Date Participation Agreement;


 


(ee)is not subject
to any Lien other than Permitted Liens;


 


(ff)does not have
an interest rate basis exceeding 6 months, except in the case of loans in which the Related Documents allow the interest rate basis
to be extended to 12 months with the underlying lenders’ consent;


 


(gg)the obligor
of such loan has an EBITDA greater than or equal to $25,000,000;


 


(hh)was acquired
for a Purchase Price of at least 85% of par;


 


(ii)as of any date
of determination has a Moody’s Rating of at least “Caa2” and an S&P Rating of at least “CCC”;


 


(jj)is
on the date of purchase or other acquisition thereof by the Borrower part of an applicable loan tranche (having the same initial
borrowing date and economic terms) of at least $100,000,000; and


 


(kk)is priced on
each date by at least one independent source (as evidenced by data from Loan X, Inc., Loan Pricing Corporation, MarkIt Partners
or any other nationally recognized loan pricing service selected by the Administrative Agent); it being understood that the Administrative
Agent shall notify the Borrower of any failure of such Collateral Loan to be so priced and if such failure shall continue for ten
(10) Business Days following delivery of such notice, the Advance Rate with respect to such Collateral Loan shall be reduced to
zero.


 






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“Equity Coverage
Amount” means, at any date of determination, the aggregate sum of the Market Values of all Eligible Loans owned by the
Borrower on such date (determined for this purpose on a “settlement date” basis), plus (ii) the amount on deposit
in the Principal Collection Subaccount on such date, plus (iii) any amounts retained in the Cash Diversion Reserve Account
on such date minus (iv) the Advances Outstanding.


 


“Equity Coverage
Deficiency” means, as of any date of determination, an amount equal to the positive difference, if any, of (a) the product
of (i) the Aggregate Asset Cost and (ii) 40.0% minus (b) the Equity Coverage Amount on such date.


 


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


 


“Equityholder”
means TICC Capital.


 


“Equityholder
Collateral Loan” means each Collateral Loan sold and/or contributed by the Equityholder to the Borrower pursuant to the
Sale Agreement.


 


“Equityholder
Purchased Loan Balance” means, as of any date of determination, an amount equal to (a) the aggregate Principal Balance
of all Equityholder Collateral Obligations acquired by the Borrower prior to such date minus (b) the aggregate Principal
Balance of all Equityholder Collateral Obligations (other than Warranty Collateral Obligations) repurchased by the Equityholder
or an Affiliate thereof prior to such date.


 


“Equity Security”
means any stock or similar security, certificate of interest or participation in any profit sharing agreement, reorganization certificate
or subscription, transferable share, voting trust certificate or certificate of deposit for an equity security, limited partnership
interest, interest in a joint venture, or certificate of interest in a business trust; any security future on any such security;
or any security convertible, with or without consideration into such a security, or carrying any warrant (other than a detachable
warrant) or right to subscribe to or purchase such a security; or any such warrant or right.


 


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


 


“Errors”
has the meaning assigned to such term in Section 14.08(c).


 


“Eurocurrency
Liabilities” is defined in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time
to time.


 


“Eurodollar
Disruption Event” means the occurrence of any of the following: (a) any Lender shall have notified the Administrative
Agent of a determination by such Lender that it would be contrary to Law or to the directive of any central bank or other governmental
authority (whether or not having the force of law) to obtain Dollars in the London interbank market to fund any Advance, (b) the
Collateral Agent shall have notified the Administrative Agent, the Borrower and each Lender of the inability, for any reason, to
determine the Adjusted Eurodollar Rate, (c) the Required Lenders shall have notified the Administrative Agent of a determination
by such Lenders that the rate at which deposits of Dollars are being offered to such Lenders in the London interbank market does
not accurately reflect the cost to such Lenders of making, funding or maintaining any Advance or (d) any Lender shall have notified
the Administrative Agent of the inability of such Lender to obtain Dollars in the London interbank market to make, fund or maintain
any Advance.


 






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“Eurodollar
Reserve Percentage” means, for any period, the percentage, if any, applicable during such period (or, if more than one
such percentage shall be so applicable, the daily average of such percentages for those days in such period during which any such
percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum reserve requirement (including any basic, emergency, supplemental, marginal
or other reserve requirements) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having
a term of one month.


 


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


 


“Excess Concentration
Amount” means, at any time in respect of which any one or more of the Concentration Limitations are exceeded, the portion
of the Aggregate Asset Cost (calculated without duplication) of each Eligible Loan that causes such Concentration Limitations to
be exceeded.


 


“Exchange
Act” means the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, all as from time
to time in effect, or any successor law, rules or regulations, and any reference to any statutory or regulatory provision shall
be deemed to be a reference to any successor statutory or regulatory provision.


 


“Excluded
Amounts” means any amounts received in the Collection Account with respect to any Collateral, which amounts are attributable
to (i) the reimbursement by the related Obligor of payment of out-of-pocket expenses by the Collateral Manager or the Equityholder
on behalf of the Borrower or (ii) amounts deposited into the Collection Account in error; provided, that any such amounts
shall be Excluded Amounts only to the extent that such amounts (x) are in excess of the principal and interest then due in respect
of such Collateral, except with respect to the amounts described in clause (ii) of this definition and (y) were required
to be paid by the related Obligor pursuant to a specific provision of the Related Documents with respect to such Collateral.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Secured Party or required to be withheld or deducted
from a payment to a Secured Party (a) Taxes imposed on or measured by net income, net profits, or capital (however denominated),
or that are franchise Taxes or branch profits Taxes, in each case, (i) imposed by the jurisdiction (or any political
subdivision thereof) under the laws of which such Secured Party is organized or in which its principal office is located, or in
the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes, (b) in the case
of a Lender, United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect
to an applicable interest in a Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such interest
in the Commitment (other than pursuant to an assignment request by the Borrower under Sections 2.16 or 12.03(g))
or (ii) such Lender designates a new lending office (a “New Lending Office”), except in each case to the extent
that, pursuant to Section 12.03, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before
such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to
such Secured Party’s failure to comply with Section 12.03(f) and (h), and (d) United States federal withholding
Taxes imposed by FATCA.


 






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“Facility
Amount” means (a) on or prior to the Commitment Termination Date, $150,000,000 (as such amount may be reduced from time
to time pursuant to Section 2.06) and (b) following the Commitment Termination Date, the outstanding principal balance of
all the Advances.


 


“Facility
Documents” means this Agreement, the Notes, the Account Control Agreement, the Collateral Administration Agreement, the
Administrative Agent Fee Letter, the Collateral Agent Fee Letter, the Sale Agreement, the TICC CLO Closing Date Participation Agreement
and any other security agreements and other instruments entered into or delivered by or on behalf of the Borrower pursuant to Section
5.01(c) to create, perfect or otherwise evidence the Collateral Agent’s security interest in the Collateral.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended versions of Sections 1471 through
1474 of the Code that are substantively comparable and not materially more onerous to comply with), any current or future regulations
or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental
agreements entered into in connection with the implementation of such Sections.


 


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


 


“Final Maturity
Date” means October 27, 2017; provided that, if such day is not a Business Day, then the Final Maturity Date shall
be the next succeeding Business Day.


 


“Final Order”
means an order, judgment, decree or ruling the operation or effect of which has not been stayed, reversed or amended and as to
which order, judgment, decree or ruling (or any revision, modification or amendment thereof) the time to appeal or to seek
review or rehearing has expired and as to which no appeal or petition for review or rehearing was filed or, if filed, remains pending.


 


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


 


“Firm Bid”
means with respect to any Collateral Loan, a good and irrevocable bid for value, to purchase the par amount of such Collateral
Loan, expressed as a percentage of the par amount of such Collateral Loan and exclusive of accrued interest and premium, for scheduled
settlement substantially in accordance with the then-current market practice in the principal market for such Collateral Loan,
as determined by the Administrative Agent, submitted as of 11:00 a.m. (New York time) or as soon as practicable thereafter. The
Administrative Agent shall be entitled to disregard any Firm Bid submitted by a broker-dealer (a) if, in the Administrative Agent's
commercially reasonable judgment, (i) such broker-dealer may be ineligible to accept assignment or transfer of the par amount of
such Collateral Loan substantially in accordance with the then-current market practice in the principal market for such Collateral
Loan, as determined by the Administrative Agent, or (ii) such broker-dealer would not, through the exercise of its commercially
reasonable efforts, be able to obtain any consent required under the Related Documents for such Collateral Loan to the assignment
or transfer to such broker-dealer of the par amount of such Collateral Loan or (b) if the Administrative Agent determines that
such Firm Bid is not bona fide, including, without limitation, due to (i) the insolvency of the bidder, (ii) the inability, failure
or refusal of the bidder to settle the purchase of the par amount of such Collateral Loan or otherwise settle transactions in the
relevant market or perform its obligations generally or (iii) the Administrative Agent not having pre-approved trading lines with
the broker-dealer that would permit settlement of the sale to such broker-dealer of the par amount of such Collateral Loan.


 






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“First Lien
Obligation” means any loan (and not a bond or similar security) that meets the following criteria:


 


(i)is
not (and is not expressly permitted by its terms to become) subordinate in right of payment to any other obligation for borrowed
money of the Obligor of such loan;


 


(ii)is
secured by a valid first priority (subject to customary permitted liens) perfected Lien in, to or on specified collateral securing
the Obligor’s obligations under such loan (whether or not such loan is also secured by any lower priority Lien on other collateral
and whether or not a separate loan is secured by a first lien on separate collateral);


 


(iii)is
secured, pursuant to such first priority perfected Lien, by collateral having a value (determined as set forth below) not less
than the outstanding principal balance of such loan plus the aggregate outstanding principal balances of all other loans
of equal seniority secured by a first Lien in the same collateral; and


 


(iv)is
not a loan which is secured solely or primarily by the common stock of its Obligor or any of its Affiliates.


 


The determination as
to whether clause (iii) of this definition is satisfied shall be based on the Collateral Manager’s judgment at the
time the loan is acquired by the Borrower (which value may include an assessment of the Obligor’s cash flow, enterprise value,
general financial condition and other attributes). The limitation set forth in clause (iv) above shall not apply with respect
to a loan made to a parent entity that is secured solely or primarily by the stock of one or more of the subsidiaries of such parent
entity to the extent that the granting by any such subsidiary of a Lien on its own property would (1) in the case of a subsidiary
that is not part of the same consolidated group as such parent entity for U.S. Federal income tax purposes, result in a deemed
dividend by such subsidiary to such parent entity for such tax purposes, (2) violate Law applicable to such subsidiary (whether
the obligation secured is such loan or any other similar type of indebtedness owing to third parties) or (3) cause such subsidiary
to suffer adverse economic consequences under capital adequacy or other similar rules, in each case, so long as (x) the Related
Documents limit the incurrence of indebtedness by such subsidiary and (y) the aggregate amount of all such indebtedness is not
material relative to the aggregate value of the assets of such subsidiary.


 


“Floor Obligation”
means, as of any date:


 


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


 






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


 


“Fundamental
Amendment” means any amendment, modification, waiver or supplement (as determined by the Administrative Agent) of or
to this Agreement that would (a) increase or extend the term of the Commitments or change the Final Maturity Date, (b) extend the
date fixed for the payment of principal of or interest on any Advance or any fee hereunder, (c) reduce the amount of any such payment
of principal, (d) reduce the rate at which Interest is payable thereon or any fee is payable hereunder, (e) release any
material portion of the Collateral, except in connection with dispositions expressly permitted hereunder, (f) alter the terms of
Section 9.01 or Section 12.01(b), (g) modify the definition of the term “Required Lenders” or modify
in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or
to modify any provision hereof or (h) extend the Reinvestment Period.


 


“GAAP”
means generally accepted accounting principles in effect from time to time in the United States.


 


“Governmental
Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, administrative tribunal, central bank, public office, court, arbitration or mediation panel, or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of government, including the SEC, the
stock exchanges, any federal, state, territorial, county, municipal or other government or governmental agency, arbitrator, board,
body, branch, bureau, commission, court, department, instrumentality, master, mediator, panel, referee, system or other political
unit or subdivision or other entity of any of the foregoing, whether domestic or foreign.


 


“Governmental
Authorizations” means all franchises, permits, licenses, approvals, consents and other authorizations of all Governmental
Authorities.


 


“Governmental
Filings” means all filings, including franchise and similar tax filings, and the payment of all fees, assessments, interests
and penalties associated with such filings with all Governmental Authorities.


 


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


 


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


 


“Independent
Accountants” has the meaning assigned to such term in Section 8.09(a).


 


“Independent
Manager” means a natural person (a) that is not an Affiliate of the Borrower, the Equityholder or the Collateral Manager
and (b) who is provided by Puglisi and Associates or Lord SPV or, if none of those companies is then providing professional independent
directors or managers, another nationally recognized company that provides professional independent directors or managers and other
corporate services in the ordinary course of its business, in each case approved by the Administrative Agent.


 






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“Ineligible
Collateral Loan” means, at any time, a loan or other obligation, or any portion thereof, that fails to satisfy any criteria
of the definition of “Eligible Loan” giving effect to the proviso in the introductory language to the definition of
“Eligible Loan”.


 


“Insolvency
Event” means, with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction
in the premises in respect of such Person or any substantial part of its property in an involuntary case under the Bankruptcy Code
or any other applicable insolvency law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation
of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive
days; or (b) the commencement by such Person of a voluntary case under the Bankruptcy Code or any other applicable insolvency
law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under
any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person
of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts
become due, or the taking of action by such Person in furtherance of any of the foregoing.


 


“Instrument”
has the meaning specified in Section 9-102(a)(47) of the UCC.


 


“Interest”
means, for each day during an Interest Accrual Period and each Advance outstanding by a Lender on such day, the sum of the products
(for each day during such Interest Accrual Period) of:


 





 


where:


 


IR=the Interest Rate for
such Advance on such day;


 


P=the principal amount
of such Advance on such day; and


 


D=360 days.


 


“Interest
Accrual Period” means (a) with respect to the first Payment Date, the period from and including the Closing Date to and
including the last day of the calendar month preceding the first Payment Date, and (b) with respect to any subsequent Payment Date,
the period commencing on the first day of the calendar month in which the preceding Payment Date occurred and ending on the last
day of the calendar month immediately preceding the month in which such Payment Date occurs; provided, that the final Interest
Accrual Period hereunder shall end on and include the day prior to the payment in full of the Advances hereunder.


 


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


 


“Interest
Proceeds” means, with respect to any Collection Period or the related Determination Date, without duplication, the sum
of:


 


(a)all
payments of interest and other income received by the Borrower during such Collection Period on the Collateral Loans (including
interest and other income received on Ineligible Collateral Loans and the accrued interest received in connection with a sale of
any such Collateral Loan during such Collection Period);


 






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(b)all principal
and interest payments received by the Borrower during such Collection Period on Eligible Investments purchased with proceeds received
pursuant to clauses (a), (b) and (c) of this definition; and all interest payments received by the Borrower
during such Collection Period on Eligible Investments purchased with Principal Proceeds or amounts credited to the Unfunded Reserve
Account;


 


(c)all amendment
and waiver fees, late payment fees (including compensation for delayed settlement or trades), and all protection fees and other
fees and commissions received by the Borrower during such Collection Period unless the Collateral Manager has determined in its
sole discretion that such payments are to be treated as Principal Proceeds; and


 


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


 


provided that:


 


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


 


(2)all
payments received in respect of Equity Securities will constitute Principal Proceeds.


 


“Interest
Rate” means, for any Interest Accrual Period and for each Advance outstanding by a Lender for each day during such Interest
Accrual Period, an interest rate per annum equal to (a) if a Eurodollar Disruption Event has occurred and is continuing
or an Event of Default has occurred (and has not otherwise been waived by the Lenders pursuant to the terms hereof), the Base
Rate plus the Applicable Margin, or (b) in all other cases, the Adjusted Eurodollar Rate plus the Applicable Margin.


 


“Interim Order”
means an order, judgment, decree or ruling entered after notice and a hearing conducted in accordance with Bankruptcy Rule 4001(c)
granting interim authorization, the operation or effect of which has not been stayed, reversed or amended.


 


“Investment
Advisory Agreement” means the Investment Advisory Agreement dated July 1, 2011 between TICC Capital and TICC Adviser.


 


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


 


“Investment
Guidelines” has the meaning assigned to such term in Section 14.02(a)(ix).


 


“Key Individuals”
means each of Jonathan H. Cohen, Saul B. Rosenthal, Hari Srinivasan and such other employee or employees of the Collateral Manager
or an Affiliate thereof proposed, from time to time, by the Collateral Manager and reasonably acceptable to the Administrative
Agent.


 






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“Law”
means any action, code, consent decree, constitution, decree, directive, enactment, finding, guideline, law, injunction, interpretation,
judgment, order, ordinance, policy statement, proclamation, promulgation, regulation, requirement, rule, rule of law, treaty, rule
of public policy, settlement agreement, statute, or writ, of any Governmental Authority, or any particular section, part or provision
thereof.


 


“Lender”
means each Person listed on Schedule 1 and any other Person that shall have become a party hereto in accordance with the
terms hereof pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to
an Assignment and Acceptance.


 


“Liabilities”
means all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable
and documented out-of-pocket attorneys’ fees and expenses) and disbursements of any kind or nature whatsoever.


 


“LIBOR Rate”
means, for any Interest Accrual Period, a rate per annum equal to the rate appearing on Reuters Screen LIBOR01 Page (or any successor
or substitute page) for London interbank deposits for a three month period in United States dollars at approximately 11:00 a.m.
(London time) two London Banking Days prior to the commencement of such Interest Accrual Period; provided that,
if no such rate so appears on Reuters Screen LIBOR01 Page (or any successor or substitute page), the LIBOR Rate shall be the rate
per annum equal to the average of the rates at which deposits in Dollars are offered by the Administrative Agent at approximately
11:00 a.m. (London time) on the rate setting day to prime banks in the London interbank market for a three month period. With respect
to any Advance not made on the first day of an Interest Accrual Period, the “LIBOR Rate” shall be a rate per annum
for a term equal to the period remaining in the applicable Interest Accrual Period; provided that if no offered rate exists
for such remaining period, the LIBOR Rate shall be interpolated (rounded upwards, if necessary, to the nearest 1/100th of one percent)
on a straight-line basis based upon (i) the LIBOR Rate for the closest quoted period greater than such remaining period and (ii)
(A) the LIBOR Rate for the closest quoted period shorter than such remaining period, if such remaining period is one month or longer
and (B) the overnight LIBOR Rate, if such remaining period is shorter than one month, and commencing on the day on which such Advance
is made.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, encumbrance, lien or security interest (statutory or other), or preference,
priority or other security agreement, charge or preferential arrangement of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing,
and the filing authorized by the Borrower of any financing statement under the UCC or comparable law of any jurisdiction).


 


“Loan File”
means, with respect to each Collateral Loan delivered to the Custodian, each of the Required Loan Documents in original or copy
as identified on the related Document Checklist and any other document delivered in connection therewith.


 


“London Banking
Day” means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign
currency deposits) in London, England.


 


“Losses”
has the meaning assigned to such term in Section 13.09(d)(i).


 


“Maintenance
Covenant” means a covenant by any Obligor to comply with one or more financial covenants during each reporting period
(but not more frequently than quarterly), whether or not such Obligor has taken any specified action.


 






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“Mandatory
Amortization Amount” means, with respect to the applicable Payment Dates set forth below and regardless of whether sufficient
funds are on deposit in the applicable Collection Account in respect of such Payment Date, an amount sufficient to reduce Advances
Outstanding as of such Payment Date to an amount equal to the percentage of Advances Outstanding as of the last day of the Reinvestment
Period set forth opposite such Payment Date.


 


	Payment Date	 Percent of Advances Outstanding as of 

last day of Reinvestment Period
	January 2017	75.00
	April 2017	50.00


 


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


 


“Market Value”
means, with respect to any Collateral Loan, the amount (determined by the Administrative Agent) equal to the product of
(x) the principal amount thereof (determined exclusive of accrued interest and premium) and (y) the price (expressed
as a percentage of par) determined in the following manner:


 


(i)the
bid-side quote determined by any of Loan X, Inc., Loan Pricing Corporation, MarkIt Partners or any other nationally recognized
loan pricing service selected by the Administrative Agent; provided that, if the Administrative Agent reasonably
determines that the quote of any such loan pricing service is not current or accurate, the Administrative Agent may reject such
quote; or


 


(ii)if
the value of a Collateral Loan is not determined in accordance with clause (i) above (either because no bid-side quote
is available or the Administrative Agent rejects one or more loan pricing services), the average of the bid-side quotes determined
by at least two independent broker-dealers active in the trading of such asset; or if only one such bid can be obtained, such bid;
provided that, if the Administrative Agent determines that the quote of any such independent broker-dealer is not
current or accurate, the Administrative Agent may reject such quote; or


 


(iii)if
the value of a Collateral Loan is not determined in accordance with clause (i) or (ii) above (either because
no bid-side quote is available or the Administrative Agent reasonably rejects on or more bid side quotes), the value of such Collateral
Loan (expressed as a percentage of par) shall be determined by the Administrative Agent.


 


If the Borrower disputes
the Market Value of any Collateral Loan determined pursuant to the foregoing clause (i) or (ii), then the Borrower
may (at its sole expense), no later than three hours after the Borrower is given notice of such determination, (i) designate two
nationally recognized broker-dealers active in the trading of such loan and (ii) provide to the Administrative Agent within such
three-hour period with respect to each such broker-dealer a Firm Bid with respect to not less than the principal amount of such
Collateral Loan. The highest of such two Firm Bids will be the Market Value for the relevant date of determination.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, financial condition or operations of the
Borrower, (b) the business, assets, financial condition or operations of the Collateral Manager, (c) the validity or enforceability
of this Agreement or any other Facility Document or the validity, enforceability or collectability of the Collateral Loans or the
Related Documents generally or any material portion of the Collateral Loans or the Related Documents, (d) the rights and remedies
of the Administrative Agent, the Lenders and the other Secured Parties with respect to matters arising under this Agreement or
any other Facility Document, (e) the ability of each of the Borrower or the Collateral Manager to perform its obligations
under any Facility Document to which it is a party or (f) the status, existence, perfection, priority or enforceability of the
Collateral Agent’s Lien on the Collateral (excluding in any case a decline in the asset value of the Borrower or a change
in general market conditions or values of the loans and investments held by the Borrower).


 






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


 


(a)reduces
or waives one or more cash interest payments or permits any interest due with respect to such Collateral Loan in cash to be deferred
or capitalized and added to the principal amount of such Collateral Loan (other than any deferral or capitalization already expressly
permitted by the terms of its underlying instruments as of the date such Collateral Loan was acquired by the Borrower);


 


(b)contractually
or structurally subordinates such Collateral Loan by operation of a priority of payments, turnover provisions or the transfer of
assets in order to limit recourse to the related Obligor or releases any material guarantor or co-Obligor from its obligations
with respect thereto;


 


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


 


(d)waives,
extends or postpones any date fixed for any scheduled payment or mandatory prepayment of principal on such Collateral Loan; or


 


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


 


(f)delays
or extends the maturity date of such Collateral Loan.


 


“Maximum Moody’s
Weighted Average Rating Factor Test” means a test that will be satisfied on any date of determination if the Weighted
Average Moody’s Rating Factor of the Eligible Loans is 3490.


 


“Maximum Weighted
Average Life Test” means a test that will be satisfied on any date of determination if the Weighted Average Life of the
Eligible Loans as of such date is less than or equal to 7.0 years.


 


“Measurement
Date” means (a) the Closing Date, (b) each Borrowing Date, (c) the date on which a Collateral Loan is acquired or disposed
of by the Borrower and (d) each Monthly Report Determination Date.


 


“Minimum Diversity
Score Level” means 20.


 






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


 


“Minimum Equity
Amount” means, at any time, the greater of (a) $30,000,000 and (b) the maximum Principal Balances of the six (6) largest
Eligible Loans (it being understood that multiple Eligible Loans to the same Obligor and its Affiliates shall be treated as a single
exposure).


 


“Minimum Weighted
Average Spread Test” means a test that will be satisfied on any date of determination if the Weighted Average Spread
equals or exceeds 3.00%.


 


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


 


“Monthly Report”
has the meaning specified in Section 8.07(a).


 


“Monthly Report
Determination Date” has the meaning specified in Section 8.07(a).


 


“Monthly Reporting
Date” has the meaning specified in Section 8.07(a).


 


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


 


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


 


“Moody’s
Rating” means, with respect to any Collateral Loan, as of any date of determination:


 


(a)if such Collateral
Loan has a monitored rating, an unpublished monitored rating expressly assigned to a debt obligation (or facility), or a monitored
estimated rating expressly assigned to a debt obligation (or facility) by Moody’s that addresses the full amount of the principal
interest promised, such rating;


 


(b)if
the foregoing paragraph is not applicable, then, if the related Obligor has a corporate family rating by Moody’s, the rating
specified in the applicable row of the table below under “Relevant Rating” opposite the row in the table below that
describes such Collateral Loan:


 


	Collateral Loan	 	Relevant Rating
	 	 
	
        The Collateral Loan is a secured obligation, but is
not a Second Lien Obligation and is not subordinate 
	 	The rating by Moody’s that is one rating subcategory above such corporate family rating
	 	 
	
        The Collateral Loan is an unsecured obligation or is
a Second Lien Obligation, but is not subordinate
	 	The rating by Moody’s that is one rating subcategory below such corporate family rating
	 	 
	The Collateral Loan is subordinate	 	
        The rating by Moody’s that is two rating subcategories
below such corporate family rating



 






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(c)if
the foregoing paragraphs are not applicable, but there is a rating by Moody’s on a secured obligation of the Obligor that
is not a Second Lien Obligation and is not subordinate (the “other obligation”), the rating specified in the applicable
row of the table below under “Relevant Rating” opposite the row in the table below that describes such Collateral Loan:


 


	Collateral Loan	 	Relevant Rating
	 	 
	
        The Collateral Loan is a secured obligation, but is
not a Second Lien Obligation and is not subordinate
	 	The rating assigned by Moody’s to the other obligation
	 	 
	
        The Collateral Loan is an unsecured obligation or is
a Second Lien Obligation, but is not subordinate

         
	 	
        The rating by Moody’s that is one rating subcategory
below the rating assigned by Moody’s to the other obligation

	 	 
	The Collateral Loan is subordinate	 	The rating by Moody’s that is two rating subcategories below the rating assigned by Moody’s to the other obligation 


 


(d)if
the foregoing paragraphs are not applicable, but there is a rating by Moody’s on an unsecured obligation of the Obligor (or,
failing that, an obligation that is a Second Lien Obligation) but is not subordinate (the “other obligation”), the
rating specified in the applicable row of the table below under “Relevant Rating” opposite the row in the table below
that describes such Collateral Loan:


 


	Collateral Loan	 	Relevant Rating
	 	 
	The Collateral Loan is a secured obligation, but is not a Second Lien Obligation and is not subordinate	 	
        The rating by Moody’s that is one rating subcategory
above the rating assigned by Moody’s to the other obligation

	 	 
	
        The Collateral Loan is an unsecured obligation or is
a Second Lien Obligation, but is not subordinate
	 	The rating assigned by Moody’s to the other obligation
	 	 
	The Collateral Loan is subordinate	 	
        The rating by Moody’s that is one rating subcategory
below the rating assigned by Moody’s to the other obligation 



 


(e)if
the foregoing paragraphs are not applicable, but there is a rating by Moody’s on an obligation of the Obligor that is subordinate
(the “other obligation”), the rating specified in the applicable row of the table below under “Relevant Rating”
opposite the row in the table below that describes such Collateral Loan:


 






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	Collateral Loan	 	Relevant Rating
	 	 
	
        The Collateral Loan is a secured obligation, but is
not a Second Lien Obligation and is not subordinate
	 	
        The rating by Moody’s that is two rating subcategories
above the rating assigned by Moody’s to the other obligation

	 	 
	
        The Collateral Loan is an unsecured obligation or is
a Second Lien Obligation, but is not subordinate

         
	 	
        The rating by Moody’s that is one rating subcategory
above the rating assigned by Moody’s to the other obligation

	 	 
	
        The Collateral Loan is subordinate

         
	 	The rating assigned by Moody’s to the other obligation


 


(f)if
a rating cannot be assigned pursuant to clauses (a) through (e), the Moody’s Rating may be determined using any of the methods
below:


 


(1)for
up to 5% of the Aggregate Asset Cost, the Borrower may apply to Moody’s for a shadow rating or public rating of such Collateral
Loan, which shall then be the Moody’s Rating (and the Borrower may deem the Moody’s Rating of such Collateral Loan
to be “B3” pending receipt of such shadow rating or public rating, as the case may be); provided that
(x) a Collateral Loan will not be included in the 5% limit of the Aggregate Asset Cost if the Borrower has assigned a rating
to such Collateral Loan in accordance with clause (2) below and (y) upon receipt of a shadow rating or public
rating, as the case may be, such Collateral Loan will not be included in the 5% limit of the Aggregate Asset Cost; or


 


(2)for
up to 5% of the Aggregate Asset Cost, if there is a rating of an obligor that has been provided by S&P to the Administrative
Agent and the Borrower, the Borrower may impute a Moody’s Rating that corresponds to such rating; provided that
a Collateral Loan will not be included in the 5% limit of the Aggregate Asset Cost if the Borrower has applied to Moody’s
for a shadow rating.


 


For purposes of this Agreement, a “private
rating” shall refer to a rating obtained by the Administrative Agent, by the Borrower or by or on behalf of an obligor on
a Collateral Loan that is not disseminated publicly; whereas a “shadow rating” shall refer to a credit estimate obtained
(i) upon application of the Borrower or a holder of a Collateral Loan or (ii) from the proper use of the RiskCalc Plus
probability of default model most recently made available by Moody’s. Any private rating or shadow rating shall be required
to be refreshed annually. If the Borrower applies to Moody’s for a shadow rating or public rating of a Collateral Loan, the
Borrower shall provide evidence to the Administrative Agent of such application and shall notify the Administrative Agent of the
expected rating. The Borrower shall notify the Administrative Agent of the shadow rating or public rating assigned by Moody’s
to a Collateral Loan.


 


“Moody’s
Rating Factor” means, for each Collateral Loan, the number set forth in the table below opposite the Moody’s Rating
of such Collateral Loan.


 






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


 


provided that
for purposes of the Maximum Moody’s Weighted Average Rating Factor Test, any Collateral Loan issued or guaranteed by the
United States government or any agency or instrumentality thereof is assigned a Moody’s Rating Factor of 1; provided,
further, however, to the extent any Collateral Loan has a rating from S&P or a private rating, such rating will be converted
to the Moody’s equivalent for purposes of the Maximum Moody’s Weighted Average Rating Factor Test.


 


“Net Aggregate
Exposure Amount” means, at any time, the excess (if any) of (a) the aggregate unfunded amounts in respect of all Delayed
Drawdown Collateral Loans and Revolving Collateral Loans at such time over (b) the aggregate amount on deposit in the Unfunded
Reserve Account at such time.


 


“Net Equity
Test” means a test that will be satisfied at any time if the sum of (a) the Aggregate Principal Balance of all Eligible
Loans held by the Borrower at such time, plus (b) the aggregate amount of cash then on deposit in the Principal Collection
Subaccount, minus (c) the sum of (x) the Advances Outstanding at such time plus (y) all other Obligations due and
owing at such time is greater than the Minimum Equity Amount at such time.


 


“New Lending
Office” has the meaning assigned to such term in the definition of “Excluded Taxes”.


 


“Non-Excluded
Taxes” means (a) all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account
of any obligation of the Borrower under any Facility Document and (b) to the extent not otherwise described in (a), Other Taxes.


 


“Non-U.S.
Lender” has the meaning assigned to such term in Section 12.03(g).


 


“Note”
means each promissory note, if any, issued by the Borrower to a Lender in accordance with the provisions of Section 2.03,
substantially in the form of Exhibit E hereto.


 


“Noteless
Loan” means a Collateral Loan with respect to which (a) the related loan agreement does not require the Obligor to execute
and deliver an Underlying Note to evidence the indebtedness created under such Collateral Loan and (b) no Underlying Notes issued
to the Borrower are outstanding with respect to the portion of the Collateral Loan transferred to the Borrower.


 


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


 


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


 


“Obligations”
means all indebtedness, whether absolute, fixed or contingent, at any time or from time to time owing by the Borrower to any Secured
Party or any Affected Person under or in connection with this Agreement, the Notes or any other Facility Document, including all
amounts payable by the Borrower in respect of the Advances, with interest thereon, and all other amounts payable hereunder or thereunder
by the Borrower.


 






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


 


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


 


“Other Connection
Taxes” means, in the case of any Secured Party, any Taxes imposed by any jurisdiction by reason of such Secured Party
having any present or former connection with such jurisdiction (other than a connection arising solely from such Secured Party
having executed, delivered, become a party to, performed its obligations under, received any payment under, received or perfected
a security interest under, engaged in any other transaction pursuant to or enforced its rights under this Agreement, the Notes
or any other Facility Document or sold or assigned an
interest in any Collateral Loan or Facility Document).


 


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


 


“Partial PIK
Loan” means a Collateral Loan that requires the Obligor to pay only a portion of the accrued and unpaid interest in Cash
on a current basis, the remainder of which is deferred and paid later together with interest thereon as a lump sum and is treated
as Interest Proceeds at the time it is received; provided that such Collateral Loan shall not constitute a Partial PIK Loan
if the portion of such interest required to be paid in Cash pursuant to the terms of the related underlying instruments carries
a current Cash pay interest rate of not less than 2.50% per annum over LIBOR.


 


“Participant”
means any bank or other Person to whom a participation is sold as permitted by Section 12.06(c).


 


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


 


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


 


“Payment Account”
has the meaning assigned to such term in Section 8.03.


 


“Payment Date”
means the 18th day of January, April, July and October in each year, the first of which shall be January 18, 2015; provided
that, if any such day is not a Business Day, then such Payment Date shall be the next succeeding Business Day. The Final Maturity
Date shall also be a Payment Date.


 


“Payment Date
Report” has the meaning specified in Section 8.07(b).


 


“PBGC”
means the Pension Benefit Guaranty Corporation, or any successor agency or entity performing substantially the same functions.


 


“Percentage”
of any Lender means, (a) with respect to any Lender party hereto on the date hereof, the percentage set forth opposite such Lender’s
name on Schedule 1 hereto, as such amount is reduced by any Assignment and Acceptance entered into by such Lender with an
assignee or increased by any Assignment and Acceptance entered into by such Lender with an assignor, or (b) with respect to a Lender
that has become a party hereto pursuant to an Assignment and Acceptance, the percentage set forth therein as such Lender’s
Percentage, as such amount is reduced by an Assignment and Acceptance entered into between such Lender and an assignee or
increased by any Assignment and Acceptance entered into by such Lender with an assignor.


 






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“Permitted
Assignee” means (a) a Lender or any of its Affiliates, (b) any Person managed by a Lender or any of its Affiliates or
(c) any financial or other institution or fund (other than the Borrower or an Affiliate thereof) acceptable to the Administrative
Agent and the Borrower (such consent not to be unreasonably withheld and such consent shall not be required during the existence
of an Event of Default).


 


“Permitted
Liens” means any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall
have been commenced: (a) Liens created in favor of the Collateral Agent hereunder or under the other Facility Documents for the
benefit of the Secured Parties; (b) Liens for state, municipal or other local Taxes if such Taxes shall not at the time be due
and payable or if a Person shall currently be contesting the validity thereof in good faith by appropriate proceedings and with
respect to which reserves in accordance with GAAP have been provided on the books of such Person; (c) with respect to agented Collateral
Loans, security interests, liens and other encumbrances in favor of the lead agent, the collateral agent or the paying agent on
behalf of all holders of indebtedness of the related Obligor under the related facility; and (d) any security interests, liens
and other rights or encumbrances granted under any governing documents or other agreement between or among or binding upon the
Borrower as the holder of equity in an Obligor.


 


“Permitted
Offer” means a tender offer or redemption notice (i) pursuant to the terms of which the offeror offers to acquire a Collateral
Loan in exchange for consideration consisting solely of Cash in an amount equal to or greater than the full face amount of such
Collateral Loan plus any accrued and unpaid interest and (ii) as to which the Collateral Manager has determined in its reasonable
commercial judgment that the offeror has sufficient access to financing to consummate the offer or redemption.


 


“Permitted
Subsidiary” means any subsidiary (a) that meets the then-current general criteria of Moody’s and S&P for bankruptcy
remote entities and that includes, in its Constituent Documents, “special purpose” provisions substantially similar
to those in the Constituent Documents of the Borrower, and (b) that is formed for the sole purpose of holding any Equity Security
in one or more Persons or other assets received in a workout of a Defaulted Collateral Loan or otherwise acquired in connection
with a workout of a Collateral Loan.


 


“Person”
means an individual or a corporation (including a business trust), partnership, trust, incorporated or unincorporated association,
joint stock company, limited liability company, government (or an agency or political subdivision thereof) or other entity of any
kind.


 


“PIK Loan”
means a Collateral Loan (other than a Partial PIK Loan or a Collateral Loan described in the proviso to the definition of “Partial
PIK Loan”) that permits the Obligor thereon to defer or capitalize any portion of the accrued interest thereon.


 


“Post-Default
Rate” means a rate per annum equal to the rate of interest otherwise in effect pursuant to this Agreement (or,
if no such rate is specified, the Base Rate) plus 3.50% per annum.


 


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


 


“Predecessor
Collateral Manager Work Product” has the meaning assigned to such term in Section 14.08(c).


 


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


 


“Prime Rate”
means the rate announced by Citibank from time to time as its prime rate in the United States, such rate to change as and when
such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by Citibank in connection
with extensions of credit to debtors.


 






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“Principal
Balance” means, with respect to any loan, as of any date of determination, the outstanding principal amount of such
loan, excluding any capitalized interest.


 


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


 


“Principal
Proceeds” means, with respect to any Collection Period or the related Determination Date, all amounts received by the
Borrower during such Collection Period that do not constitute Interest Proceeds or Excluded Amounts, including unapplied proceeds
of the Advances and any amounts received by the Borrower as equity contributions (howsoever designated).


 


“Priority
of Payments” has the meaning specified in Section 9.01(a).


 


“Private Authorizations”
means all franchises, permits, licenses, approvals, consents and other authorizations of all Persons (other than Governmental Authorities).


 


“Proceeds”
has, with reference to any asset or property, the meaning assigned to it under Section 9-102(a)(64) of the UCC and, in any event,
shall include, but not be limited to, any and all amounts from time to time paid or payable under or in connection with such asset
or property.


 


“Process Agent”
has the meaning assigned to such term in Section 12.14.


 


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


 


“Proper Instructions”
means instructions (including Trade Confirmations) received by the Custodian from the Borrower, or the Collateral Manager on behalf
of the Borrower, in any of the following forms acceptable to the Custodian: (a) in writing signed by an Authorized Person (and
delivered by hand, by mail, by overnight courier or by telecopier); (b) by electronic mail from an Authorized Person; (c)in
tested communication; (d) in a communication utilizing access codes effected between electro mechanical or electronic devices;
or (e)such other means as may be agreed upon from time to time by the Custodian and the party giving such instructions.


 


“Purchase
Price” means, with respect to any Collateral Loan, the aggregate purchase price paid by the Borrower to purchase such
Collateral Loan (which (a) shall be expressed as a percentage of par and (b) shall be determined exclusive of accrued interest
and premium).


 


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


 


“Qualified
Institution” means a depository institution or trust company organized under the laws of the United States of America
or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (a)(i) that has either
(A) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Moody’s or
(B) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1”
or better by Moody’s, (ii) the parent corporation of which has either (A) a long-term unsecured debt rating of “A”
or better by S&P and “A2” or better by Moody’s or (B) a short-term unsecured debt rating or certificate of
deposit rating of “A-1” or better by S&P and “P-1” or better by Moody’s or (iii) is otherwise
acceptable to the Administrative Agent and (b) the deposits of which are insured by the Federal Deposit Insurance Corporation.


 






    	34



    	 



    

 


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


 


“Quarterly
Asset Amount” means, for any Payment Date, the arithmetical average of (a) the Aggregate Principal Balance of all
Eligible Loans and the cash and the principal balance of any Eligible Investments on deposit in the Principal Collection Subaccount,
measured as of the first day of the related Collection Period and (b) the Aggregate Principal Balance of all Eligible Loans and
the cash and the principal balance of any Eligible Investments on deposit in the Principal Collection Subaccount, measured as of
the related Determination Date.


 


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


 


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


 


“Reinvestment
Period” means the period from and including the Closing Date to but excluding the earliest of (a) the date that is two
(2) years after the Closing Date; (b) the date of the termination of the Commitments pursuant to Section 6.01; and (c) the
date on which a Specified Key Individual Event has occurred, provided that, in the case of this clause (c), the Reinvestment
Period may be reinstated upon the appointment of a replacement individual reasonably acceptable to the Administrative Agent.


 


“Related Documents”
means, with respect to any Collateral Loan, all agreements or documents evidencing, securing, governing or giving rise to such
Collateral Loan.


 


“Replacement
Lender” has the meaning assigned to such term in Section 2.16(a).


 


“Requested
Amount” has the meaning assigned to such term in Section 2.02.


 


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


 


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


 


		(a)	other than in the case of a Closing Date Participation Interest, an executed copy of the assignment for such Collateral Loan;



 


		(b)	other than in the case of a Noteless Loan or a Closing Date Participation Interest, the original executed Underlying Note endorsed
by the issuer or the prior holder of record of such Collateral Loan in blank or to the Borrower;



 


		(c)	an executed copy of the Underlying Loan Agreement, together with a copy of all amendments and modifications thereto;



 


		(d)	a copy of each related security agreement (if any) signed by each applicable Obligor;



 






    	35



    	 



    

 


		(e)	a copy of each related guarantee (if any) then executed in connection with such Collateral Loan;



 


		(f)	for the Closing Date Participation Interests, the applicable Closing Date Participation Agreement; and



 


		(g)	a Document Checklist.



 


“Responsible
Officer” means (a) in the case of (i) a corporation or (ii) a partnership or limited liability company that, in each
case, pursuant to its Constituent Documents, has officers, any chief executive officer, chief financial officer, chief administrative
officer, managing director, president, senior vice president, vice president, assistant vice president, treasurer, director or
manager, and, in any case where two Responsible Officers are acting on behalf of such entity, the second such Responsible Officer
may be a secretary or assistant secretary (provided that a director of the Borrower shall be a Responsible Officer regardless of
whether its Constituent Documents provide for officers), (b) without limitation of clause (a)(ii), in the case of a limited
partnership, the Responsible Officer of the general partner, acting on behalf of such general partner in its capacity as general
partner, (c) without limitation of clause (a)(ii), in the case of a limited liability company, any Responsible Officer of
the sole member or managing member, acting on behalf of the sole member or managing member in its capacity as sole member or managing
member, (d) in the case of a trust, the Responsible Officer of the trustee, acting on behalf of such trustee in its capacity as
trustee, (e) an “authorized signatory” or ”authorized officer” that has been so authorized pursuant
to customary corporate proceedings, limited partnership proceedings, limited liability company proceedings or trust proceedings,
as the case may be, and that has responsibilities commensurate with the matter for which it is acting as a Responsible Officer,
and (f) in the case of the Collateral Administrator, the Collateral Agent or Administrative Agent, an officer of the Collateral
Administrator, the Collateral Agent or Administrative Agent, as applicable, responsible for the administration of this Agreement.


 


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


 


“Sale Agreement”
means the Sale, Contribution and Master Participation Agreement, dated as of the date hereof, by and among the Equityholder and
the Borrower.


 


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


 


“S&P Rating”
means, with respect to any Collateral Loan as of any date of determination:


 


(a) if
such Collateral Loan has a monitored rating expressly assigned to a debt obligation (or facility) or a monitored estimated rating
expressly assigned to a debt obligation (or facility) by S&P, such rating,


 


(b) if
the foregoing paragraph is not applicable, then, if the related Obligor has a corporate issuer rating by S&P, the rating specified
in the applicable row of the table below under “Relevant Rating” opposite the row in the table below that describes
such Collateral Loan:


 






    	36



    	 



    

 


	Collateral Loan	 	Relevant Rating
	 	 
	
        The Collateral Loan is a secured obligation, but is
not a Second Lien Obligation and is not subordinate
	 	
        The rating by S&P that is one rating subcategory
above such corporate issuer rating

	 	 
	
        The Collateral Loan is an unsecured obligation or is
a Second Lien Obligation, but is not subordinate
	 	
        The rating by S&P that is one rating subcategory
below such corporate issuer rating 

	 	 
	
        The Collateral Loan is subordinate

         

         
	 	
        The rating by S&P that is two rating subcategories
below such corporate issuer rating



 


(c)if
the foregoing paragraphs are not applicable, but there is a rating by S&P on a secured obligation of the Obligor that is not
a Second Lien Obligation and is not subordinate (the “other obligation”), the rating specified in the applicable row
of the table below under “Relevant Rating” opposite the row in the table below that describes such Collateral Loan:


 


	Collateral Loan	 	Relevant Rating
	 	 
	
        The Collateral Loan is a secured obligation, but is
not a Second Lien Obligation and is not subordinate
	 	
        The rating assigned by S&P to the other obligation

         

	 	 
	
        The Collateral Loan is an unsecured obligation or is
a Second Lien Obligation, but is not subordinate

         
	 	
        The rating by S&P that is one rating subcategory
below the rating assigned by S&P to the other obligation

	 	 
	
        The Collateral Loan is subordinate

         

         
	 	
        The rating by S&P that is two rating subcategories
below the rating assigned by S&P to the other obligation



 


(d)if
the foregoing paragraphs are not applicable, but there is a rating by S&P on an unsecured obligation of the Obligor (or, failing
that, an obligation that is a Second Lien Obligation) but is not subordinate (the “other obligation”), the rating specified
in the applicable row of the table below under “Relevant Rating” opposite the row in the table below that describes
such Collateral Loan:


 


	Collateral Loan	 	Relevant Rating
	 	 
	
        The Collateral Loan is a secured obligation, but is
not a Second Lien Obligation and is not subordinate
	 	
        The rating by S&P that is one rating subcategory
above the rating assigned by S&P to the other obligation

	 	 
	
        The Collateral Loan is an unsecured obligation or is
a Second Lien Obligation, but is not subordinate
	 	
        The rating assigned by S&P to the other obligation

	 	 
	
        The Collateral Loan is subordinate 
	 	
        The rating by S&P that is one rating subcategory
below the rating assigned by S&P to the other obligation



 






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(e)if
the foregoing paragraphs are not applicable, but there is a rating by S&P on an obligation of the Obligor that is subordinate
(the “other obligation”), the rating specified in the applicable row of the table below under “Relevant Rating”
opposite the row in the table below that describes such Collateral Loan:


 


	Collateral Loan	 	Relevant Rating
	 	 
	
        The Collateral Loan is a secured obligation, but is
not a Second Lien Obligation and is not subordinate
	 	
        The rating by S&P that is two rating subcategories
above the rating assigned by S&P to the other obligation

	 	 
	
        The Collateral Loan is an unsecured obligation or is
a Second Lien Obligation, but is not subordinate
	 	
        The rating by S&P that is one rating subcategory
above the rating assigned by S&P to the other obligation

	 	 
	
        The Collateral Loan is subordinate
	 	
        The rating assigned by S&P to the other obligation



 


(f)if
the foregoing paragraphs are not applicable, then the S&P Rating shall be “CC”; provided that (x) if
application has been made to S&P to rate a Collateral Loan and such Collateral Loan has a Moody’s Rating, then the S&P
Rating with respect to such Collateral Loan shall, pending the receipt of such rating from S&P, be equal to the S&P Rating
that is equivalent to such Moody’s Rating and (y) Collateral Loans constituting no more than 10% of the Aggregate Asset
Cost may be given an S&P Rating based on a rating given by Moody’s as provided in clause (x) (after giving
effect to the addition of the relevant Collateral Loan, if applicable).


 


“Scheduled
Distribution” means, with respect to any Collateral Loan, for each Due Date, the scheduled payment of principal and/or
interest and/or fees due on such Due Date with respect to such Collateral Loan.


 


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


 






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“Second Lien
Obligation” means any loan (and not a bond or similar security) that meets the following criteria:


 


(i)is not
(and is not expressly permitted by its terms to become) subordinate in right of payment to any other obligation for borrowed money
of the Obligor of such loan (excluding customary terms applicable to a second lien lender under customary intercreditor provisions,
such as with respect to the liquidation of the Obligor or of specified collateral for such loan);


 


(ii)is
secured by a valid second priority perfected Lien in, to or on specified collateral securing the Obligor’s obligations under
such loan (whether or not such loan is also secured by any higher or lower priority Lien on other collateral); provided
that if such loan is also secured by a valid first priority perfected Lien in, to or on other specified collateral securing the
Obligor’s obligations under such loan and otherwise satisfies the requirements of the definition of First Lien Obligation,
then such loan shall be deemed to be a First Lien Obligation for the purposes of this Agreement;


 


(iii)is
secured, pursuant to such second priority perfected Lien, by collateral having a value (determined as set forth below) not
less than the outstanding principal balance of such loan plus the aggregate outstanding principal balances of all other
loans of equal or higher seniority secured by a first or second Lien in the same collateral;


 


(iv)is
not a loan which is secured solely or primarily by the common stock of its Obligor or any of its Affiliates; and


 


(v)such
loan is priced by at least two independent sources (as evidenced by data from Loan X, Inc., Loan Pricing Corporation, MarkIt Partners
or any other nationally recognized loan pricing service selected by the Administrative Agent).


 


The determination as
to whether clause (iii) of this definition is satisfied shall be based on the Collateral Manager’s judgment at the
time the loan is acquired by the Borrower (which value may include an assessment of the Obligor’s cash flow, enterprise value,
general financial condition and other attributes). The limitation set forth in clause (iv) above shall not apply with respect
to a loan made to a parent entity that is secured solely or substantially by the stock of one or more of the subsidiaries of such
parent entity to the extent that the granting by any such subsidiary of a Lien on its own property would (1) in the case of a subsidiary
that is not part of the same consolidated group as such parent entity for U.S. federal income tax purposes, result in a deemed
dividend by such subsidiary to such parent entity for such tax purposes, (2) violate Law applicable to such subsidiary (whether
the obligation secured is such loan or any other similar type of indebtedness owing to third parties) or (3) cause such subsidiary
to suffer adverse economic consequences under capital adequacy or other similar rules, in each case, so long as (x) the Related
Documents limit the incurrence of indebtedness by such subsidiary and (y) the aggregate amount of all such indebtedness is not
material relative to the aggregate value of the assets of such subsidiary.


 


“Secured Parties”
means the Administrative Agent, the Collateral Agent, the Custodian, the Collateral Administrator and the Lenders.


 


“Secured Party
Representative” has the meaning assigned to such term in Section 12.09.


 


“Securities
Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder, all as from time to time
in effect.


 






    	39



    	 



    

 


“Securities
Intermediary” has the meaning assigned to it in Section 8-102(a)(14) of the UCC.


 


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


 


“Solvent”
as to any Person means that such Person is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy
Code or Section 271 of the New York Debtor and Creditor Law.


 


“Specified
Eligible Investment” means an Eligible Investment meeting the requirements of Section 8.06(a) and that is available
to the Collateral Agent, to be specified by the Collateral Manager to the Collateral Agent (with a copy to the Administrative Agent)
on or prior to the initial Borrowing Date; provided that, so long as no Default or Event of Default shall have occurred
and then be continuing, at any time with not less than five Business Days’ notice to the Collateral Agent (with a copy to
the Administrative Agent), the Collateral Manager may (and, if the then Specified Eligible Investment is no longer available
to the Collateral Agent, shall) designate another Eligible Investment that meets the requirements of Section 8.06(a) and
that is available to the Collateral Agent to be the Specified Eligible Investment for purposes hereof. After the occurrence and
continuation of a Default or Event of Default, a Specified Eligible Investment shall mean an Eligible Investment meeting the requirements
of Section 8.06(a) and which has been selected by the Administrative Agent.


 


“Specified
Key Individual Event” means an event in which Hari Srinivasan shall (i) cease to be an officer, employee or partner of
TICC Adviser or (ii) cease to be actively involved in the management of TICC Adviser, including, but not limited to, management
of the Collateral portfolio, underwriting, the credit approval process and credit monitoring activities, other than due to temporary
absences for family leave, illness or injury, and such individual is not replaced with another individual reasonably acceptable
to the Administrative Agent.


 


“Structured
Finance Obligation” means any debt obligation owing by a special purpose finance vehicle that is secured directly and
primarily by, primarily referenced to, and/or primarily representing ownership of, a pool of receivables or a pool of other assets,
including collateralized debt obligations, residential mortgage-backed securities, commercial mortgage-backed securities, other
asset-backed securities, “future flow” receivable transactions and other similar obligations; provided that
asset based lending facilities, loans to financial service companies, factoring businesses, health care providers and other genuine
operating businesses do not constitute Structured Finance Obligations.


 


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


 


“Successor
Collateral Manager” has the meaning assigned to such term in Section 14.07(c).


 


“Tangible
Net Worth” means, at any time, the excess of the value of total assets (excluding patents, trademarks, copyrights, trade
names, licenses, operating agreements, deferred or capitalized research and development costs, goodwill (including any amounts,
however designated, representing the cost of acquisition of business and investments in excess of the book value thereof), unamortized
debt discount and expense, deferred research and development costs, any write-up of asset value associated with intangible assets
under GAAP, and any other assets treated as intangible assets under GAAP) over total liabilities, determined in accordance with
GAAP, of the Equityholder and its Subsidiaries.


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed
by any taxing Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“TICC Adviser”
means TICC Management, LLC, and its successors and assigns.


 






    	40



    	 



    

 


“TICC Capital”
means TICC Capital Corp., a Maryland corporation, and its permitted successors and assigns.


 


“TICC CLO
Closing Date Participation Agreement” means that certain Master Participation Agreement, dated as of the Closing Date,
between TICC CLO LLC, as transferor, and the Borrower, as transferee, relating to certain of the Closing Date Participation Interests.


 


“Trade Confirmation”
means a confirmation of the Borrower’s acquisition of a Collateral Loan delivered to the Collateral Agent (with a copy to
the Custodian and the Administrative Agent) by the Borrower pursuant to Section 13.03(b), and setting forth applicable information
with respect to such Collateral Loan, which confirmation shall contain such information in respect of such Collateral Loan as the
Custodian may reasonably require in order to enable the Custodian to perform its duties hereunder in respect of such Collateral
Loan in the form of a customary trade confirmation as agreed to by, the Custodian and the Borrower from time to time.


 


“Trade Date”
has the meaning assigned to such term in Section 1.04(j).


 


“UCC”
means the New York Uniform Commercial Code; provided that if, by reason of any mandatory provisions of law, the perfection,
the effect of perfection or non-perfection or priority of the security interests granted to the Collateral Agent pursuant to this
Agreement are governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States of America other than
the State of New York, then “UCC” means the Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of such perfection, effect of perfection or non-perfection or priority.


 


“Uncertificated
Security” has the meaning specified in Section 8-102(a)(18) of the UCC.


 


“Underlying
Loan Agreement” means, with respect to any Collateral Loan, the document or documents evidencing the commercial loan
agreement or facility pursuant to which such Collateral Loan is made.


 


“Underlying
Note” means one or more promissory notes, if any, executed by an Obligor evidencing a Collateral Loan.


 


“Unfunded
Reserve Account” has the meaning specified in Section 8.04.


 


“Unfunded
Reserve Required Amount” has the meaning specified in Section 8.04.


 


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


 


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


 


“Warranty
Collateral Loan” has the meaning assigned to such term in the Sale Agreement.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 1.02.Rules
of Construction


 


For all purposes of
this Agreement and the other Facility Documents, except as otherwise expressly provided or unless the context otherwise requires,
(a) singular words shall connote the plural as well as the singular and vice versa (except as indicated), as may be appropriate,
(b) the words “herein,” “hereof” and “hereunder” and other words of similar import used in
any Facility Document refer to such Facility Document as a whole and not to any particular article, schedule, section, paragraph,
clause, exhibit or other subdivision thereof, (c) the headings, subheadings and table of contents set forth in any Facility Document
are solely for convenience of reference and shall not constitute a part of such Facility Document nor shall they affect the meaning,
construction or effect of any provision hereof, (d) references in any Facility Document to “include” or “including”
shall mean include or including, as applicable, without limiting the generality of any description preceding such term, and for
purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable
to an enumeration of specific matters, to matters similar to those specifically mentioned, (e) any definition of or reference to
any Facility Document, agreement, instrument or other document shall be construed as referring to such Facility Document, instrument
or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein or any other Facility Document), (f) any reference in any Facility Document, including
the introduction and recitals to such Facility Document, to any Person shall be construed to include such Person’s successors
and assigns (subject to any restrictions set forth herein or in any other applicable agreement), (g) any reference to any law or
regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time and (h) any Event
of Default shall be continuing until expressly waived in writing by the Required Lenders.


 


Section 1.03.Computation
of Time Periods


 






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Unless otherwise stated
in the applicable Facility Document, in the computation of a period of time from a specified date to a later specified date, the
word “from” means “from and including”, the word “through” means “to and including”
and the words “to” and “until” both mean “to but excluding”. Periods of days referred to in
any Facility Document shall be counted in calendar days unless Business Days are expressly prescribed. Unless otherwise indicated
herein, all references to time of day refer to Eastern standard time or Eastern daylight saving time, as in effect in New York
City on such day.


 


Section 1.04.Collateral
Value Calculation Procedures


 


In connection with
all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral Loan,
or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral Loans,
and with respect to the income that can be earned on Scheduled Distributions on such Collateral Loans and on any other amounts
that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied.
The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section
1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination
is expressly specified in the particular provision.


 


(a)All calculations
with respect to Scheduled Distributions on any Collateral Loan shall be made on the basis of information as to the terms of each
such Collateral Loan and upon reports of payments, if any, received on such Collateral Loan that are furnished by or on behalf
of the Obligor of such Collateral Loan and, to the extent they are not manifestly in error, such information or reports may be
conclusively relied upon in making such calculations.


 


(b)For purposes
of calculating the Coverage Tests, except as otherwise specified in the Coverage Tests, such calculations will not include (i)
scheduled interest and principal payments on Ineligible Collateral Loans unless or until such payments are actually made and (ii)
ticking fees and other similar fees in respect of Collateral Loans, unless or until such fees are actually paid.


 


(c)For each Collection
Period and as of any date of determination, the Scheduled Distribution on any Collateral Loan (other than an Ineligible Collateral
Loan, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be the total
amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Loan, (ii) proceeds
of the sale of such Collateral Loan received and, in the case of sales which have not yet settled, to be received during such Collection
Period that are not reinvested in additional Collateral Loans or retained in a Collection Account for subsequent reinvestment pursuant
to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for
distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that
were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account
for subsequent reinvestment pursuant to Article X.


 


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


 


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


 


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


 






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(g)Portions of
the same Collateral Loan acquired by the Borrower on different dates will, for purposes of determining the purchase price of such
Collateral Loan, be treated as separate purchases on separate dates (and not a weighted average purchase price for any particular
Collateral Loan).


 


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


 


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


 


(j)Except as otherwise
provided herein, for purposes of calculating compliance with any test under this Agreement in connection with the acquisition or
disposition of a Collateral Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement
date) with respect to any such Collateral Loan or Eligible Investment under consideration for acquisition or disposition shall
be used to determine whether such acquisition or disposition is permitted hereunder.


 


ARTICLE
II

ADVANCES


 


Section 2.01.Revolving
Credit Facility; Approval Requests


 


(a)The Collateral
Manager, on behalf of the Borrower, shall, prior to each proposed acquisition of Collateral Loans (whether proposed to be funded
by an Advance or by the use of the cash proceeds contributed by the Equityholder) provide to the Administrative Agent (with a copy
to the Borrower) a notice by electronic mail in the form of Exhibit A hereto (together with any attachments required in
connection therewith, an “Approval Request”). Such approval may take the form of a standing list of pre-approved
assets containing the characteristics of each pre-approved asset specified in Exhibit A (other than purchase price), together
with a notice of intention to trade containing the par amount and purchase price of the Collateral Loan(s) being acquired delivered
on or prior to the second Business Day preceding the proposed trade date.


 


(b)The Administrative
Agent shall have the right to approve or reject any Approval Request in its sole discretion and to request additional information
regarding any proposed Collateral Loan. The Administrative Agent shall promptly notify the Collateral Manager and the Borrower
(with a copy to the Collateral Agent) in writing (including via electronic mail) whether each Approval Request has been approved
or rejected. If the Borrower provides an Approval Request to the Administrative Agent on or prior to 12:00 noon on a Business Day,
the Administrative Agent shall use commercially reasonable efforts to approve or reject such Approval Request no later than 3:00
p.m. on such Business Day. If the Borrower provides an Approval Request to the Administrative Agent after 12:00 noon on a Business
Day, the Administrative Agent shall use commercially reasonable efforts to approve or reject such Approval Request no later than
12:00 noon on the following Business Day. Any approval may be withdrawn at any time prior to the time at which the Borrower actually
becomes obligated to purchase or enter into documents governing such proposed Collateral Loan by written notice (including via
e-mail) of such withdrawal from the Administrative Agent to the Collateral Manager. If the Administrative Agent has rejected an
Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase
such proposed Collateral Loan unless, in the case of a withdrawn approval, the Administrative Agent has not withdrawn its approval
prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral Loan.


 






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


 


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


 


Section 2.02.Making
of the Advances


 


(a)If the Borrower
desires to make a Borrowing under this Agreement it shall give the Collateral Agent and the Administrative Agent a written notice
(each, a “Notice of Borrowing”) for such Borrowing (which notice shall be irrevocable and effective upon receipt)
not later than 12:00 noon at least three (3) Business Days prior to the day of the requested Borrowing.


 


Each Notice of Borrowing
shall be substantially in the form of Exhibit B hereto, dated the date the request for the related Borrowing is being made,
signed by a Responsible Officer of the Borrower, shall attach a Borrowing Base Calculation Statement, and shall otherwise be appropriately
completed. The proposed Borrowing Date specified in each Notice of Borrowing shall be a Business Day falling on or prior to the
Commitment Termination Date, and the amount of the Borrowing requested in such Notice of Borrowing (the “Requested Amount”)
shall be equal to at least $1,000,000 or an integral multiple of $10,000 in excess thereof (or, if less, the remaining unfunded
Commitments hereunder or, in the case of Delayed Drawdown Collateral Loans or Revolving Collateral Loans, such lesser amount required
to be funded by the Borrower in respect thereof).


 


The Administrative
Agent shall notify each Lender of its receipt of such Notice of Borrowing by 4:30 p.m. on the day of receipt thereof
(or, if such day is not a Business Day, by 4:30 p.m. on the
next succeeding Business Day).


 


(b)Each Lender
shall, not later than 12:00 noon on each Borrowing Date in respect of Advances, make its Percentage of the applicable Requested
Amount available to the Administrative Agent in immediately available funds by disbursing such funds in Dollars to the account
of the Administrative Agent in accordance with the wiring instruction set forth in the notification of Notice of Borrowing delivered
by the Administrative Agent to the Lenders pursuant to Section 2.02(a). Once each Lender has funded its Percentage of the
applicable Requested Amount, the Administrative Agent shall make the Requested Amount available to the Borrower by disbursing such
funds in Dollars to the Principal Collection Subaccount.


 


Section 2.03.Evidence
of Indebtedness; Notes


 


(a)Each Lender
shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to it and
resulting from the Advances made by such Lender to the Borrower, from time to time, including the amounts of principal and interest
thereon and paid to it, from time to time hereunder; provided that the failure of any Lender to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower to repay the Advances in accordance with the terms
of this Agreement.


 


(b)Any Lender may
request that its Advances to the Borrower be evidenced by a Note. In such event, the Borrower shall promptly prepare, execute and
deliver to such Lender a Note payable to such Lender and otherwise appropriately completed. Thereafter, the Advances of such Lender
evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.06(a))
be represented by a Note payable to such Lender (or registered assigns pursuant to Section 12.06(a)), except to the
extent that such Lender (or assignee) subsequently returns any such Note for cancellation and requests that such Advances
once again be evidenced as described in clause (a) of this Section 2.03.


 






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Section 2.04.Payment
of Principal and Interest


 


The Borrower shall
pay principal and Interest on the Advances to the account of the Administrative Agent for disbursement to the Lenders as follows:


 


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


 


(b)Interest shall
accrue on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full.
The Administrative Agent shall determine the unpaid Interest and Commitment Fees payable thereto prior to each Payment Date using
the applicable Interest Rate for the related Interest Accrual Period to be paid by the Borrower with respect to each Advance on
each Payment Date for the related Interest Accrual Period and shall advise each Lender and the Collateral Manager thereof and shall
send a consolidated invoice of all such Interest and Commitment Fees to the Borrower on the third (3rd) Business Day
prior to such Payment Date.


 


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


 


(d)Subject in all
cases to Section 2.04(e), the obligation of the Borrower to pay the Obligations, including the obligation of the Borrower
to pay the Lenders the outstanding principal amount of the Advances and accrued interest thereon, shall be absolute, unconditional
and irrevocable, and shall be paid strictly in accordance with the terms hereof (including Section 2.15), under any
and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any other Person
may have or have had against any Secured Party or any other Person.


 


(e)Notwithstanding
any other provision of this Agreement, the obligations of the Borrower under this Agreement are limited recourse obligations of
the Borrower payable solely from the Collateral in accordance with the Priority of Payments and, following realization of the Collateral,
and application of the proceeds thereof in accordance with the Priority of Payments and, subject to Section 2.13, all obligations
of and any claims against the Borrower hereunder or in connection herewith after such realization shall be extinguished and shall
not thereafter revive. No recourse shall be had against any officer, director, employee, shareholder, Affiliate, member, manager,
agent, partner, principal or incorporator of the Borrower or their respective successors or assigns for any amounts payable under
this Agreement. It is understood that the foregoing provisions of this clause (e) shall not (i) prevent recourse to the
Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (ii) constitute
a waiver, release or discharge of any indebtedness or obligation evidenced by this Agreement until such Collateral has been realized.
It is further understood that the foregoing provisions of this clause (e) shall not limit the right of any Person to name
the Borrower as a party defendant in any proceeding or in the exercise of any other remedy under this Agreement, so long as no
judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against
the Borrower.


 






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Section 2.05.Prepayment
of Advances


 


(a)Optional
Prepayments. The Borrower may, from time to time on any Business Day, voluntarily prepay Advances in whole or in part, without
penalty or premium, subject to Section 2.10; provided that the Borrower shall have delivered to the Collateral Agent
and the Administrative Agent written notice of such prepayment (such notice, a “Notice of Prepayment”) in the
form of Exhibit C hereto not later than 12:00 noon one (1) Business Day prior to the date of such prepayment (provided
that same day notice may be given to cure any non-compliance with the Coverage Tests). The Collateral Agent shall promptly notify
the Lenders of such Notice of Prepayment. Each such Notice of Prepayment shall be irrevocable and effective upon receipt and shall
be dated the date such notice is being given, signed by a Responsible Officer of the Borrower and otherwise appropriately completed.
Each prepayment of any Advance by the Borrower pursuant to this Section 2.05(a) (other than a prepayment made in order to
cure any non-compliance with the Coverage Tests) shall in each case be in a principal amount of at least $500,000. If a Notice
of Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice
shall be due and payable on the date specified therein.


 


(b)Mandatory
Prepayments. The Borrower shall prepay the Advances on each Payment Date in the manner and to the extent provided in the Priority
of Payments. The Borrower shall provide, in each Payment Date Report, notice of the aggregate amounts of Advances that are
to be prepaid on the related Payment Date in accordance with the Priority of Payments.


 


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


 


Section 2.06.Changes
of Commitments


 


(a)Automatic
Reduction and Termination. The Commitments of all Lenders shall be automatically reduced to zero at 5:00 p.m. on the
Commitment Termination Date; provided that if the Reinvestment Period is terminated upon the occurrence of a Specified Key
Individual Event, the Reinvestment Period shall be reinstated automatically upon the date on which such individual specified in
the definition of “Specified Key Individual Event” is replaced with a successor individual reasonably acceptable to
the Administrative Agent, without any further action by any party hereto.


 


(b)Optional
Reductions. Prior to the Commitment Termination Date, the Borrower shall have the right to terminate or reduce the unused amount
of the Facility Amount at any time or from time to time without any fee or penalty, except as specified in Section 2.12(b),
upon not less than five (5) Business Days’ prior notice to the Collateral Agent, the Lenders and the Administrative Agent
of each such termination or reduction, which notice shall specify the effective date of such termination or reduction and the amount
of any such reduction; provided that (i) the amount of any such reduction of the Facility Amount shall be equal to at least
$500,000 or an integral multiple of $100,000 in excess thereof or, if less, the remaining unused portion thereof, and (ii) no such
reduction will reduce the Facility Amount below the sum of (x) the aggregate principal amount of Advances outstanding at such time
and (y) the aggregate unfunded commitments under all of the Borrower’s Delayed Drawdown Collateral Loans and Revolving Collateral
Loans (less amounts on deposit in the Unfunded Reserve Account). Such notice of termination or reduction shall be irrevocable and
effective only upon receipt and shall be applied pro rata to reduce the respective Commitments of each Lender.


 






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(c)Effect of
Termination or Reduction. The Commitments of the Lenders once terminated or reduced may not be reinstated (other than in connection
with a termination of the Reinvestment Period solely in connection with a Specified Key Individual Event). Each reduction of the
Facility Amount pursuant to this Section 2.06 shall be applied ratably among the Lenders in accordance with their respective
Commitments.


 


Section 2.07.Maximum
Lawful Rate


 


It is the intention
of the parties hereto that the interest on the Advances shall not exceed the maximum rate permissible under Applicable Law. Accordingly,
anything herein or in any Note to the contrary notwithstanding, in the event any interest is charged to, collected from or received
from or on behalf of the Borrower by the Lenders pursuant hereto or thereto in excess of such maximum lawful rate, then the excess
of such payment over that maximum shall be applied first to the payment of amounts then due and owing by the Borrower to the Secured
Parties under this Agreement (other than in respect of principal of and interest on the Advances) and then to the reduction of
the outstanding principal amount of the Advances of the Borrower.


 


Section 2.08.Several
Obligations


 


The failure of any
Lender to make any Advance to be made by it on the date specified therefor shall not relieve any other Lender of its obligation
to make its Advance on such date. Neither Agent shall be responsible for the failure of any Lender to make any Advance, and no
Lender shall be responsible for the failure of any other Lender to make an Advance required to be made by such other Lender.


 


Section 2.09.Increased
Costs


 


(a)Increased
Costs Generally. If any Change in Law shall:


 


(i)impose,
modify or deem applicable any reserve, compulsory loan, insurance charge, special deposit or similar requirement against assets
of, deposits with or for account of, or credit extended by, any Affected Person (except any such reserve requirement reflected
in the Adjusted Eurodollar Rate);


 


(ii)subject
any Secured Party to any Taxes (other than (A) Non-Excluded Taxes, (B) Taxes described in clauses (b) through (d)
of the definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit,
commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)impose
on any Affected Person or the London interbank market any other condition, cost or expense, affecting this Agreement or Advances
made by such Affected Person by reference to the LIBOR Rate or any participation therein;


 


and the result of any
of the foregoing shall be to increase the cost to such Affected Person of making, continuing, converting into or maintaining any
Advance made by reference to the LIBOR Rate (or of maintaining its obligation to make any such Advance) or to increase the cost
to such Affected Person or to reduce the amount of any sum received or receivable by such Affected Person hereunder (whether of
principal, interest or otherwise), then the Borrower will pay to such Lender in Dollars, such additional amount or amounts as will
compensate such Affected Person for such additional costs incurred or reduction suffered.


 






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(b)Capital Requirements.
If any Affected Person determines that any Change in Law regarding capital or liquidity requirements has or would have the effect
of reducing the rate of return on such Affected Person’s capital or on the capital of such Affected Person’s holding
company, if any, as a consequence of this Agreement or the Advances made by such Affected Person to a level below that which such
Affected Person or such Affected Person’s holding company could have achieved but for such Change in Law (taking into consideration
such Affected Person’s policies and the policies of such Affected Person’s holding company with respect to capital
adequacy), by an amount deemed to be material by such Affected Person, then from time to time the Borrower will pay to such Affected
Person in Dollars, such additional amount or amounts as will compensate such Affected Person or such Affected Person’s holding
company for any such reduction suffered.


 


(c)Certificates
from Lenders. A certificate of an Affected Person setting forth the amount or amounts, in Dollars, necessary to compensate
such Affected Person or its holding company as specified in clause (a) or (b) of this Section shall be promptly delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such amount shown as due on any such certificate
on the next Payment Date after receipt thereof.


 


(d)Delay in
Requests. Failure or delay on the part of any Affected Person to demand compensation pursuant to this Section shall not constitute
a waiver of such Affected Person right to demand such compensation; provided that the Borrower shall not be required to
compensate an Affected Person pursuant to this Section for any increased costs or reductions incurred more than six months prior
to the date that such Affected Person notifies the Borrower of the Change in Law giving rise to such increased costs or reductions
and of such Affected Person’s intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended
to include the period of retroactive effect thereof.


 


Section 2.10.Compensation;
Breakage Payments


 


The Borrower agrees
to compensate each Affected Person from time to time, on the Payment Dates following such Affected Person’s written request
(which request shall set forth the basis for requesting such amounts) in accordance with the Priority of Payments, for all reasonable
losses, expenses and liabilities (including any interest paid by such Affected Person to lenders of funds borrowed to make or carry
an Advance bearing interest that was computed by reference to the LIBOR Rate and any loss sustained by such Affected Person in
connection with the re-employment of such funds but excluding loss of anticipated profits), which such Affected Person may sustain:
(i) if for any reason (including any failure of a condition precedent set forth in Article III but excluding a default by
the applicable Lender) a Borrowing of any Advance bearing interest that was computed by reference to the LIBOR Rate by the Borrower
does not occur on the Borrowing Date specified therefor in the applicable Notice of Borrowing delivered by the Borrower, (ii) if
any payment, prepayment or conversion of any of the Borrower’s Advances bearing interest that was computed by reference to
the LIBOR Rate occurs on a date that is not the last day of the relevant Interest Accrual Period, and (iii) if any payment or prepayment
of any Advance bearing interest that was computed by reference to the LIBOR Rate is not made on a Payment Date or pursuant to a
Notice of Prepayment given by the Borrower. A certificate as to any amounts payable pursuant to this Section 2.10 submitted
to the Borrower by any Lender (with a copy to the Agents, and accompanied by a reasonably detailed calculation of such amounts
and a description of the basis for requesting such amounts) shall be conclusive in the absence of manifest error.


 






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Section 2.11.Illegality;
Inability to Determine Rates


 


(a)Notwithstanding
any other provision in this Agreement, in the event of a Eurodollar Disruption Event, then the affected Lender shall promptly notify
the Agents and the Borrower thereof, and such Lender’s obligation to make or maintain Advances hereunder based on the Adjusted
Eurodollar Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the Adjusted Eurodollar
Rate.


 


(b)Upon the occurrence
of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the Adjusted Eurodollar
Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall
policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again
make and maintain Advances based on the Adjusted Eurodollar Rate; provided that such designation is made on such terms that
such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined
by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.


 


(c)If, prior to
the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Collateral Agent
determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable Advances,
or (ii) the Required Lenders determine and notify the Administrative Agent that the Adjusted Eurodollar Rate with respect to such
Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will
promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain
Advances based on the Adjusted Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice.


 


Section 2.12.Fees


 


(a)Commitment
Fee. On each Payment Date, the Borrower shall pay to the Collateral Agent (for the account of the Lenders on a pro rata basis)
a commitment fee (a “Commitment Fee”) in an amount equal to the sum, for each day during the related Interest
Accrual Period from and including the Closing Date to and excluding the last day of the Reinvestment Period, of the product of
(i) 0.75% per annum, divided by 360 and (ii) the Unused Amount, in each case for each such day during the related
Interest Accrual Period.


 


(b)Prepayment
Fee. If, prior to October 27, 2016, the Facility Amount is reduced in whole or in part at the option or election of the Borrower,
the Borrower shall pay to the Collateral Agent (for the account of the Lenders on a pro rata basis), a prepayment fee (a “Prepayment
Fee”) equal to the product of 0.375% times the Facility Amount (in the event the Commitments are terminated or the Facility
Amount is reduced in whole) or the amount of such reduction of the Facility Amount (in the event the Facility Amount is reduced
in part); provided that no Prepayment Fee shall be payable (i) in connection with a termination of the Commitments following
a Specified Key Individual Event or (ii) upon waiver of such Prepayment Fee by the Administrative Agent in its sole discretion.
Such Prepayment Fee shall be payable on the date of the termination of this Agreement (in the event this Agreement is terminated
in whole) or on the first Payment Date immediately succeeding the reduction of the Facility Amount (in the event the Facility Amount
is reduced in part).


 


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


 






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Section 2.13.Rescission
or Return of Payment


 


The Borrower agrees
that, if at any time (including after the occurrence of the Final Maturity Date) all or any part of any payment theretofore made
by it to any Secured Party or any designee of a Secured Party is or must be rescinded or returned for any reason whatsoever (including
the insolvency, bankruptcy or reorganization of the Borrower or any of its Affiliates), the obligation of the Borrower to make
such payment to such Secured Party shall, for the purposes of this Agreement, to the extent that such payment is or must be rescinded
or returned, be deemed to have continued in existence and this Agreement and any other applicable Facility Document shall continue
to be effective or be reinstated, as the case may be, as to such obligations, all as though such payment had not been made.


 


Section 2.14.Post-Default
Interest


 


During the existence
of an Event of Default, all Obligations shall bear interest at the Post-Default Rate. Interest payable at the Post-Default Rate
shall be payable on each Payment Date in accordance with the Priority of Payments.


 


Section 2.15.Payments
Generally


 


(a)All amounts
owing and payable to any Secured Party, any Affected Person or any Indemnified Party, in respect of the Advances and other Obligations,
including the principal thereof, interest, fees, indemnities, expenses or other amounts payable under this Agreement or any other
Facility Document, shall be paid by the Borrower to the applicable recipient in Dollars, in immediately available funds, in accordance
with the Priority of Payments, and all without counterclaim, setoff, deduction, defense, abatement, suspension or deferment. Each
Lender shall provide wire instructions to the Borrower and the Collateral Agent. Payments must be received by the Collateral Agent
on or prior to 3:00 p.m. on a Business Day (the Collateral Agent shall then wire such funds to the Lenders prior to 4:00 p.m. on
such Business Day); provided that, payments received by the Collateral Agent after 3:00 p.m. or payments received by the
Lenders after 4:00 p.m. on a Business Day will be deemed to have been paid on the next following Business Day. At no time will
the Collateral Agent have any duty (express or implied) to fund (or front or advance) any amount owing by the Borrower hereunder.


 


(b)Except as otherwise
expressly provided herein, all computations of interest, fees and other Obligations shall be made on the basis of a year of 360
days for the actual number of days elapsed in computing interest on any Advance, the date of the making of the Advance shall be
included and the date of payment shall be excluded; provided that, if an Advance is repaid on the same day on which it is
made, one day’s Interest shall be paid on such Advance. All computations made by the Collateral Agent or the Administrative
Agent under this Agreement or any other Facility Document shall be conclusive absent manifest error.


 


Section 2.16.Replacement
of Lenders


 


(a)Notwithstanding
anything to the contrary contained herein, in the event that (i) any Affected Person shall request reimbursement for amounts
owing pursuant to Section 2.09 (each such Affected Person, a “Potential Terminated Lender”), (ii)
the Borrower shall be required to reimburse any Affected Person for any Non-Excluded Taxes or pay any additional amounts to any
Affected Person or any Governmental Authority for the account of any Affected Person pursuant to Section 12.03 (each such
Affected Person, also a “Potential Terminated Lender”), (iii) any Lender is a Defaulting Lender (such Defaulting
Lender, also, a “Potential Terminated Lender”) or (iv) any Lender does not give or approve any consent,
waiver or amendment that requires the approval of all Lenders or all affected Lenders in accordance with the terms hereof and has
been approved by the Required Lenders (such non-consenting Lender, also, a “Potential Terminated Lender”),
the Borrower, at its sole expense and effort, shall be permitted, upon no less than ten (10) days written notice to the Administrative
Agent and such Potential Terminated Lender, to require such Potential Terminated Lender to assign and delegate, without recourse
(in accordance with and subject to the restrictions contained in, and consents required by, Section 12.06), all of its interests,
rights (other than its existing rights to payments pursuant to Sections 2.09 and 12.03) and obligations under this
Agreement and the related Facility Documents to an assignee permitted pursuant to Section 12.06 (a “Replacement
Lender”) that shall assume such obligations (which assignee may be another Lender, if such Lender accepts such assignment);
provided that:


 






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(A)such
Potential Terminated Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Facility Documents (including
any amounts under Section 2.10 but subject to Section 2.17) from the Replacement Lender (to the extent of such
outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);


 


(B)in the
case of any such assignment resulting from a claim for compensation under Sections 2.09 or 12.03, such assignment
will result in a reduction in such compensation or payments thereafter;


 


(C)such
assignment does not conflict with applicable Laws; and


 


(D)in the
case of an assignment based on clause (iv) above, the Replacement Lender shall have consented to the applicable amendment,
waiver or consent.


 


(b)Each Potential
Terminated Lender hereby agrees to take all actions reasonably necessary, at the sole expense of the Borrower, to permit a Replacement
Lender to succeed to its rights and obligations hereunder. Upon the effectiveness of any such assignment to a Replacement Lender,
(i) such Replacement Lender shall become a “Lender” hereunder for all purposes of this Agreement and the other Facility
Documents, (ii) such Replacement Lender shall have a Commitment in the amount not less than the Terminated Lender’s Commitment
assumed by it and (iii) the Commitment of the Terminated Lender shall be terminated in all respects.


 


(c)No Lender shall
be required to make any assignment or delegation pursuant to Section 2.16(a) if, prior thereto, as a result of a waiver
by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.


 


Section 2.17.Defaulting
Lenders. 


 


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


 


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


 


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


 






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


 


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


 


ARTICLE
III

CONDITIONS PRECEDENT


 


Section 3.01.Conditions
Precedent to Initial Advances


 


The obligation of each
Lender to make its initial Advance hereunder shall be subject to the conditions precedent that the Administrative Agent shall have
received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative
Agent:


 






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


 


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


 


(c)true and complete
copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental
Filings, if any, required in connection with the transactions contemplated by this Agreement;


 


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


 


(e)proper financing
statements (or the equivalent thereof in any applicable foreign jurisdiction), duly filed on or before the Closing Date, under
the UCC with the Delaware Secretary of State, Division of Corporations and any other applicable filing office in any applicable
jurisdiction that the Administrative Agent deems necessary or desirable in order to perfect the interests in the Collateral contemplated
by this Agreement;


 


(f)copies of proper
financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction), if any, necessary to release
all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any transferor;


 


(g)legal opinions
(addressed to each of the Secured Parties) of (i) counsel to the Borrower and the Equityholder, covering customary corporate matters,
substantive nonconsolidation of the Borrower with the Equityholder or the Collateral Manager, the true sale nature of any transfers
to the Borrower of Collateral Loans from the Equityholder, and such other matters as the Administrative Agent and its counsel shall
reasonably request, (ii) U.S. counsel to the Collateral Manager, covering corporate matters and such other matters as the Administrative
Agent and its counsel shall reasonably request, and (iii) U.S. counsel to the Collateral Agent, the Collateral Administrator and
the Custodian, covering corporate matters and such other matters as the Administrative Agent and its counsel shall reasonably request;


 


(h)evidence reasonably
satisfactory to it that all of the Covered Accounts shall have been established;


 






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(i)evidence that
(i) all fees due and owing to the Administrative Agent and each Lender on or prior to the Closing Date have been received or will
be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of Winston &
Strawn LLP, counsel to the Administrative Agent, in connection with the transactions contemplated hereby (to the extent invoiced
prior the Closing Date), shall have been paid by the Borrower;


 


(j)delivery of
such Collateral (including any promissory note, executed assignment agreements and word or pdf copies of the principal credit agreement
for each initial Collateral Loan, to the extent received by the Borrower) as required under this Agreement shall have been effected;


 


(k)a certificate
of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in the case of each item
of Collateral pledged to the Collateral Agent, on the Closing Date and, in the case of clause (i) through (iv) below,
after giving effect to the transactions contemplated on the Closing Date, immediately prior to the delivery thereof on the Closing
Date:


 


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


 


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


 


(iii)the
Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned,
pledged or otherwise encumbered, it has been released) other than Permitted Liens;


 


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


 


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


 


(l)the information
required to be set forth in the Borrowing Base Calculation Statement and the Monthly Report in hard copy and in EXCEL or a comparable
format; and


 


(m)such other opinions,
instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested.


 


Section 3.02.Conditions
Precedent to Each Borrowing


 


The obligation of each
Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment
of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event
of Default described in Section 6.01(f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed
Drawdown Collateral Loans or Revolving Collateral Loans then owned by the Borrower or to fund the Unfunded Reserve Account to the
extent required under Section 8.04:


 


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


 






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


 


(c)each of the
representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects
as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which
case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made
on such date);


 


(d)no Default or
Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making
of such Advance;


 


(e)the Borrower
and the Collateral Manager shall have received written notice from the Administrative Agent, evidencing the approval of the Administrative
Agent in its sole discretion, in accordance with clause (A) of the definition of “Eligible Loan”, of the
loans to be added to the Collateral (if any loans are to be added to the Collateral in connection with such Advance); and


 


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


 


ARTICLE
IV

REPRESENTATIONS AND WARRANTIES


 


Section 4.01.Representations
and Warranties of the Borrower


 


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


 


(a)Due Organization.
The Borrower is a Delaware limited liability company, with full power and authority to own and operate its assets and properties,
conduct the business in which it is now engaged and to execute and deliver and perform its obligations under this Agreement and
the other Facility Documents to which it is a party.


 


(b)Due Qualification
and Good Standing. The Borrower is validly existing and in good standing under the laws of its jurisdiction of organization.
The Borrower is duly qualified to do business and, to the extent applicable, is in good standing in each other jurisdiction
in which the nature of its business, assets and properties, including the performance of its obligations under this Agreement,
the other Facility Documents to which it is a party and its Constituent Documents, requires such qualification, except where the
failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect.


 


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


 






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(d)Non-Contravention.
None of the execution and delivery by the Borrower of this Agreement or the other Facility Documents to which it is a party, the
Borrowings or the pledge of the Collateral hereunder, the consummation of the transactions herein or therein contemplated, or compliance
by it with the terms, conditions and provisions hereof or thereof, will (i) conflict with, or result in a breach or violation of,
or constitute a default under its Constituent Documents, (ii) conflict with or contravene (A) any Applicable Law, (B) any indenture,
agreement or other contractual restriction binding on or affecting it or any of its assets, including any Related Document, or
(C) any order, writ, judgment, award, injunction or decree binding on or affecting it or any of its assets or properties or (iii)
result in a breach or violation of, constitute a default under, or permit the acceleration of any obligation or liability in, any
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).


 


(e)Governmental
Authorizations; Private Authorizations; Governmental Filings. The Borrower has obtained, maintained and kept in full force
and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business,
except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and 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.


 


(f)Compliance
with Agreements, Laws, Etc. The Borrower has duly observed and complied with all Applicable Laws relating to the conduct of
its business and its assets, except where the failure to so observe or comply would not reasonably be expected to have a Material
Adverse Effect. The Borrower has preserved and kept in full force and effect its legal existence. The Borrower has preserved and
kept in full force and effect its rights, privileges, qualifications and franchises, except where the failure to do so would not
reasonably be expected to result in a Material Adverse Effect. Without limiting the foregoing, neither the Borrower nor, to the
knowledge of the Borrower, any Affiliate of the Borrower 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 “NonCooperative Jurisdiction” by the Financial Action
Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii) a “Foreign
Shell Bank” within the meaning of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001))
(the “PATRIOT Act”), i.e., a foreign bank that does not have a physical presence in any country and that
is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision; or (iv) a person
or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury
under Sections 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns. The Borrower is in
compliance with all applicable OFAC rules and regulations and also in compliance with all applicable provisions of the PATRIOT
Act.


 


(g)Location.
The Borrower’s office in which the Borrower maintains its corporate books and records is located at the address for notices
to the Borrower as set forth on Schedule 6 (as such location may change from time to time as notified to the Administrative Agent
in accordance with Section 12.02). The Borrower’s jurisdiction of organization of the Borrower is the jurisdiction
referred to in Section 4.01(a).


 






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(h)Investment
Company Act. Assuming compliance by each of the Lenders and any participant with Section 12.06, neither the Borrower
nor the pool of Collateral is required to register as an “investment company” under the Investment Company Act.


 


(i)Taxes.
The Borrower has filed all U.S. federal income tax returns and all other material tax returns which are required to be filed by
it, if any, and has paid all U.S. federal income taxes and all other material taxes shown to be due and payable on such returns,
if any, or pursuant to any assessment received by any such Person other than any such taxes, assessments or charges that are being
contested in good faith by appropriate proceedings and for which appropriate reserves in accordance with GAAP have been established.


 


(j)Tax Status.
For U.S. federal income tax purposes, the Borrower is treated as a disregarded entity.


 


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


 


(l)Solvency.
After giving effect to each Advance hereunder, and the disbursement of the proceeds of such Advance, the Borrower is and will be
Solvent.


 


(m)Representations
Relating to the Collateral.


 


(i)The
Borrower owns and has legal and beneficial title to all Collateral Loans (other than with respect to the Closing Date Participation
Interests) and other Collateral free and clear of any Lien or claim of any Person, other than Permitted Liens;


 


(ii)other
than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of
the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements or any equivalent filing
in any applicable jurisdiction against the Borrower that include a description of collateral covering the Collateral other than
any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the
Collateral Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings
against the Borrower or any of its assets;


 


(iii)the
Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as
defined in Section 9-102(a)(42) of the UCC), Uncertificated Securities, Certificated Securities or security entitlements to financial
assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of
the UCC);


 






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(iv)all
Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC or “deposit accounts”
as defined in Section 9-102 of the UCC;


 


(v)this
Agreement creates a valid, continuing and, upon Delivery of Collateral, execution of the Account Control Agreement and filing of
the financing statements referenced in clause (viii) below, perfected security interest (as defined in Section 1-201(37)
of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security
interest is prior to all other Liens and claims and is enforceable as such against creditors of and purchasers from the Borrower,
except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in
equity or at law;


 


(vi)the
Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to
the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral;


 


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


 


(viii)with
respect to Collateral that constitutes accounts or general intangibles, the Borrower has caused or will have caused, on or prior
to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions
under Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit
and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing).


 


Section 4.02.Representations
and Warranties of the Collateral Manager


 


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


 


(a)Due Organization.
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.


 


(b)Due Qualification
and Good Standing. The Collateral Manager is in good standing in the State of Maryland. The Collateral Manager is duly qualified
to do business and, to the extent applicable, is in good standing in each other jurisdiction in which the nature of its business,
assets and properties, including the performance of its obligations under this Agreement, the other Facility Documents to which
it is a party and its Constituent Documents, requires such qualification, except where the failure to be so qualified or in good
standing would not reasonably be expected to have a Material Adverse Effect.


 


(c)Due Authorization;
Execution and Delivery; Legal, Valid and Binding; Enforceability. The execution and delivery by the Collateral Manager of,
and the performance of its obligations under the Facility Documents to which it is a party and the other instruments, certificates
and agreements contemplated thereby are within its powers and have been duly authorized by all requisite action by it and have
been duly executed and delivered by it and constitute its legal, valid and binding obligations enforceable against it in accordance
with their respective terms, except as enforceability may be limited by 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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(d)Non-Contravention.
None of the execution and delivery by the Collateral Manager of this Agreement or the other Facility Documents to which it is a
party, the consummation of the transactions herein or therein contemplated, or compliance by it with the terms, conditions and
provisions hereof or thereof, will (i) conflict with, or result in a breach or violation of, or constitute a default under its
Constituent Documents, (ii) conflict with or contravene (A) any Applicable Law, (B) any indenture, agreement or other contractual
restriction binding on or affecting it or any of its assets, including any Related Document, or (C) any order, writ, judgment,
award, injunction or decree binding on or affecting it or any of its assets or properties or (iii) result in a breach or violation
of, or constitute a default under, or permit the acceleration of any obligation or liability in 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 (i) above, where such conflicts, breaches, violations or defaults would
not reasonably be expected to have a Material Adverse Effect.


 


(e)Governmental
Authorizations; Private Authorizations; Governmental Filings. 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 would not reasonably be expected to have a Material Adverse Effect, and made all material
Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, and the performance
by 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.


 


(f)Compliance
with Agreements, Laws, Etc. The Collateral Manager has duly observed and complied with all Applicable Laws relating to the
conduct of its business and its assets, except where the failure to so observe or comply would not reasonably be expected to have
a Material Adverse Effect. The 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 would not reasonably be expected to result in a Material Adverse Effect. Without limiting the foregoing, neither
the Collateral Manager nor, to the knowledge of the Collateral Manager, any Affiliate of the Collateral Manager is (i) a country,
territory, organization, person or entity named on an OFAC list; (ii) a Person that resides or has a place of business in a country
or territory named on such lists or which is designated as a “NonCooperative Jurisdiction” by the Financial Action
Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii) a “Foreign
Shell Bank” within the meaning of the PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country
and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision; or (iv)
a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of
the Treasury under Sections 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns. The
Collateral Manager is in compliance with all applicable OFAC rules and regulations and also in compliance with all applicable provisions
of the PATRIOT Act.


 


(g)Investment
Company Act; Investment Advisers Act of 1940; BDC Election. The Collateral Manager has elected to be treated as a business
development company under the Investment Company Act. The Collateral Manager is managed by TICC Adviser, an investment adviser
registered under the Investment Advisers Act of 1940, as amended.


 






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ARTICLE
V

COVENANTS


 


Section 5.01.Affirmative
Covenants of the Borrower


 


The Borrower covenants
and agrees that, until the Final Maturity Date (and thereafter until the date that all Obligations, other than contingent indemnification
obligations as to which no claim giving rise thereto has been asserted, have been paid in full):


 


(a)Compliance
with Agreements, Laws, Etc. It shall (i) duly observe and comply in all material respects with all Applicable Laws relative
to the conduct of its business or to its assets, (ii) preserve and keep in full force and effect its legal existence, (iii) preserve
and keep in full force and effect its rights, privileges, qualifications and franchises, except where the failure to do so would
not reasonably be expected to result in a Material Adverse Effect, (iv) comply with the terms and conditions of each Facility Document
to which it is a party, its Constituent Documents and each Related Document to which it is a party and (v) obtain, maintain and
keep in full force and effect all Governmental Authorizations, Private Authorizations and Governmental Filings which are necessary
or appropriate to properly carry out its business and the transactions contemplated to be performed by it under the Facility Documents
to which it is a party, its Constituent Documents and the Related Documents to which it is a party.


 


(b)Further Assurances.


 


(i)It
shall promptly upon the reasonable request of either Agent or the Required Lenders (through the Administrative Agent), at the Borrower’s
expense, execute and deliver such further instruments and take such further action in order to maintain and protect the Collateral
Agent’s first-priority perfected security interest in the Collateral pledged by the Borrower for the benefit of the Secured
Parties free and clear of any Liens (other than Permitted Liens). At the reasonable request of either Agent or the Required Lenders
(through the Administrative Agent), the Borrower shall promptly take, at the Borrower’s expense, such further action in order
to establish and protect the rights, interests and remedies created or intended to be created under this Agreement in favor of
the Secured Parties in the Collateral, including all actions which are necessary to (x) enable the Secured Parties to enforce
their rights and remedies under this Agreement and the other Facility Documents, and (y) effectuate the intent and purpose of,
and to carry out the terms of, the Facility Documents.


 


(ii)It
shall ensure that each Permitted Subsidiary (A) is a wholly owned subsidiary of the Borrower, (B) will not sell, transfer, exchange
or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise encumber (or permit such to occur or suffer such to exist)
any part of its assets, except in compliance with the Borrower’s rights and obligations under this Agreement and with such
Permitted Subsidiary’s Constituent Documents, (C) will not have any subsidiaries, (D) will not incur or guarantee any indebtedness,
except indebtedness with respect to which the Borrower is the sole creditor, (E) will include in its Constituent Documents a limitation
on its business such that it may only engage in the acquisition of assets permitted under this Agreement and the disposition of
such assets and the proceeds thereof to the Borrower (and activities ancillary thereto) and (F) will distribute (including by way
of interest payments) 100% of the proceeds of the assets acquired by such Permitted Subsidiary (net of applicable taxes and expenses
payable by such Permitted Subsidiary) to the Borrower.


 


(c)Financial
Statements; Other Information. It shall provide to the Administrative Agent or cause to be provided to the Administrative Agent:


 






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(i)within
120 days after the end of each fiscal year of the Equityholder, an annual report containing an audited consolidated statement of
assets and liabilities as of the end of such fiscal year, and audited consolidated statements of operations, changes in net assets,
and cash flows, for the year then ended, prepared in accordance with GAAP, each reported on by independent public accountants of
recognized national standing, which may or may not be the independent public accountants appointed by the Collateral Manager pursuant
to Section 8.09 (without a “going concern” or like qualification or exception and without any qualification
or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material
respects the financial condition and results of operations of the Equityholder and its consolidated subsidiaries on a consolidated
basis;


 


(ii)within
60 days after the end of each of the first three quarters of each fiscal year of the Equityholder, an unaudited financial report
containing a consolidated statement of assets and liabilities, consolidated statements of operations, changes in net assets, and
cash flows, and a market value report regarding the Equityholder’s investments, in each case for the period then ended, all
certified by one of its senior financial officers as presenting fairly in all material respects the financial condition and results
of operations of the Equityholder and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of footnotes;


 


(iii)within
three Business Days after a Responsible Officer of the Borrower obtains actual knowledge of the occurrence and continuance of any
(A) Default or (B) Event of Default, a certificate of a Responsible Officer of the Borrower setting forth the details thereof and
the action which the Borrower is taking or proposes to take with respect thereto; provided that the Borrower shall not be
obligated to deliver such certificate to the extent that a Responsible Officer of the Collateral Manager delivers a certificate
with respect to such Default or Event of Default pursuant to Section 5.03(c);


 


(iv)to
the extent available to the Collateral Manager (on behalf of the Borrower) pursuant to the Related Documents, on or prior to date
the Borrower commits to acquire a Collateral Loan, audited financial statements of the related Obligor for the two year period
most recently ended with respect to the related Obligor;


 


(v)to
the extent available to the Collateral Manager (on behalf of the Borrower) pursuant to the Related Documents, the annual audited
financial statements with respect to each Obligor, which delivery shall be made within ten (10) Business Days after receipt by
the Borrower or the Collateral Manager (on behalf of the Borrower) as specified in the Related Documents;


 


(vi)the
portfolio monitoring report prepared by the Collateral Manager with respect to each Obligor on a monthly basis (including covenant
testing), which delivery shall be made no later than 30 days after the end of each month;


 


(vii)copies
of any material amendment, restatement, supplement, waiver or other modification to the Related Documents of any Collateral Loan
within ten (10) Business Days of the effectiveness of such amendment, restatement, supplement, waiver or other modification;


 


(viii)together
with the financial statements delivered under clauses (i) and (ii) above, a certificate of a Responsible Officer of the Borrower
setting forth a calculation of the Tangible Net Worth of the Equityholder and its Subsidiaries as of the end of the most recently
ended fiscal quarter related to such financial statements; and


 






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


 


Notwithstanding the
foregoing, the requirement to deliver financial statements set forth in Section 5.01(c)(i)-(ii) will be satisfied at any such time
as such financial statements are publicly posted on the official web site of TICC Capital, appropriately filed with the SEC, and
notice of such posting is provided to the Administrative Agent through e-mail or upon receipt of such information through e-mail
(with confirmation of receipt) or another delivery method acceptable to the Administrative Agent.


 


(d)Access to
Records and Documents. It shall permit the Administrative Agent (or any Person designated by the Administrative Agent,
subject to delivery of standard confidentiality agreements) to, upon reasonable advance notice and during normal business hours,
visit and inspect and make copies thereof at reasonable intervals (i) its books, records and accounts relating to its business,
financial condition, operations, assets and its performance under the Facility Documents and the Related Documents and to discuss
the foregoing with its and such Person’s officers, partners, employees and accountants, and (ii) all of its Related Documents,
in each case as often as the Administrative Agent may reasonably request; provided that so long as no Event of Default has
occurred, the Borrower shall be responsible for all costs and expenses for only one such visit per fiscal year by the Administrative
Agent or its designees. The Administrative Agent shall provide 10 days’ prior notice to the Lenders of any such visit and
any Lender shall be permitted to accompany the Administrative Agent in such visit.


 


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


 


(i) to
fund or pay the purchase price of Eligible Loans or Eligible Investments owned or acquired by the Borrower in accordance with the
terms and conditions set forth herein;


 


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


 


(iii)to
fund the Unfunded Reserve Account on or prior to the Commitment Termination Date to the extent the Unfunded Reserve Account is
required to be funded pursuant to Section 8.04 (and the Borrower shall submit a Notice of Borrowing requesting a Borrowing
of Advances for a Borrowing Date falling no more than five and no less than one Business Day prior to the Commitment Termination
Date with a Requested Amount sufficient to fully fund the Unfunded Reserve Account under Section 8.04).


 


Without limiting the
foregoing, it shall use the proceeds of each Advance in a manner that does not, directly or indirectly, violate any provision of
its Constituent Documents or any Applicable Law, including Regulation T, Regulation U, Regulation W and Regulation X.


 


(f)Information
and Reports. Each Notice of Borrowing, each Monthly Report, each Payment Date Report and all other written information, reports,
certificates and statements furnished by or on behalf of the Borrower to any Secured Party for purposes of or in connection with
this Agreement, the other Facility Documents or the transactions contemplated hereby or thereby shall be true, complete and correct
in all material respects as of the date such information is stated or certified.


 


(g)No Other
Business. The Borrower shall not engage in any business or activity other than borrowing Advances pursuant to this Agreement,
funding, acquiring, owning, holding, administering, selling, enforcing, lending, exchanging, redeeming, pledging, contracting for
the management of and otherwise dealing with Collateral Loans, Eligible Investments and the Collateral in connection therewith
and entering into the Facility Documents, any applicable Related Documents and any other agreement contemplated by this Agreement.


 






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(h)Tax Matters.
The Borrower shall (and each Lender hereby agrees to) treat the Advances and the Notes as debt for U.S. federal income tax purposes
and will take no contrary position, unless otherwise required pursuant to a closing agreement with the U.S. Internal Revenue
Service or a non-appealable judgment of a court of competent jurisdiction. Notwithstanding any contrary agreement or understanding,
the Collateral Manager, the Borrower, the Agents and the Lenders (and each of their respective employees, representatives or other
agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions
contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to them
relating to such tax treatment and tax structure. The foregoing provision shall apply from the beginning of discussions between
the parties. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. tax treatment of the transaction
under applicable U.S. federal, state or local law, and the tax structure of a transaction is any fact that may be relevant to understanding
the purported or claimed U.S. tax treatment of the transaction under applicable U.S. federal, state or local law.


 


(i)Collections.
The Borrower shall direct all Obligors (and related paying agents) to pay all Collections directly to the Collection Account.


 


(j)Priority
of Payments. The Borrower shall instruct (or cause the Collateral Manager to instruct) the Collateral Agent to apply all Interest
Proceeds and Principal Proceeds solely in accordance with the Priority of Payments and the other provisions of this Agreement.


 


(k)Acquisition
of Collateral Loans from the Equityholder. Any acquisition of Collateral Loans by the Borrower from the Equityholder shall
be effected pursuant to the Sale Agreement and subject in all respects to the terms and conditions set forth therein.


 


(l)Certificate
of Assignment for Closing Date Participation Interests. As soon as practicable, but in no event later than the date that is
sixty (60) days after the Closing Date (or such longer period to which the Administrative Agent may agree), the Borrower shall
deliver to the Custodian and the Administrative Agent a copy of the fully executed assignment agreement assigning the Collateral
Loans related to the Closing Date Participation Interests directly to the Borrower, certified by an officer of the Borrower (or
the Collateral Manager on behalf of the Borrower) and written evidence satisfactory to the Administrative Agent that the Borrower
is recognized as the owner of record by the related administrative agent in respect of the Related Documents.


 


Section 5.02.Negative
Covenants of the Borrower


 


The Borrower covenants
and agrees that, until the Final Maturity Date (and thereafter until the date that all Obligations, other than contingent indemnification
obligations as to which no claim giving rise thereto has been asserted, have been paid in full):


 


(a)Restrictive
Agreements. It shall not enter into or suffer to exist or permit to become effective any agreement that prohibits, limits or
imposes any condition upon its ability to create, incur, assume or suffer to exist any Lien (other than Permitted Liens) upon any
of its property or revenues constituting Collateral, whether now owned or hereafter acquired, to secure its obligations under the
Facility Documents other than this Agreement and the other Facility Documents or to perform its obligations under the Facility
Documents to which it is a party.


 






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(b)Liquidation;
Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger or consolidation
(or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its
assets (other than dispositions permitted under this Agreement), or enter into an agreement or commitment to do so or enter into
or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other
Facility Documents (including in connection with the repayment in full of the Obligations).


 


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


 


(d)Liens.
It shall not create, assume or suffer to exist any Lien on any of its assets now owned or hereafter acquired by it at any time,
except for Permitted Liens or as otherwise expressly permitted by this Agreement and the other Facility Documents.


 


(e)Margin Requirements;
Covered Transactions. It shall not (i) extend credit to others for the purpose of buying or carrying any Margin Stock in such
a manner as to violate Regulation T or Regulation U or (ii) use all or any part of the proceeds of any Advance, whether directly
or indirectly, and whether immediately, incidentally or ultimately, for any purpose that (A) violates the provisions of the
Regulations of the Board of Governors, including, to the extent applicable, Regulation U and Regulation X or (B) would cause
such credit extension to become a “covered transaction” as defined in Section 23A of the Federal Reserve Act (12 U.S.C.
§ 371c) and the Federal Reserve Board’s Regulation W (12 C.F.R. Part 223), including any transaction where the
proceeds of an Advance are used for the benefit of, or transferred to, an affiliate of a Lender.


 


(f)Changes to
Filing Information. It shall not change its name or its jurisdiction of organization from that referred to in Section 4.01(a),
unless it gives ten (10) days’ prior written notice to the Agents and takes all actions that the Administrative Agent or
the Required Lenders (through the Administrative Agent) reasonably request and determine to be necessary to protect and perfect
the Collateral Agent’s perfected security interest in the Collateral.


 


(g)Transactions
with Affiliates. It shall not sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates (including
sales of Defaulted Collateral Loans and other Collateral Loans), unless such transaction is upon terms no less favorable to the
Borrower than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (it being agreed
that any purchase or sale at par shall be deemed to comply with this provision). The foregoing covenant shall not apply to the
execution, delivery and performance of the Facility Documents or the Borrower’s Constituent Documents and shall not prohibit
the Equityholder from transferring Collateral Loans, Cash or other assets to the Borrower in whole or in part as a capital contribution
to the Borrower.


 


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


 






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(i)No Claims
Against Advances. Subject to Applicable Law, it shall not claim any credit on, make any deduction from, or dispute the enforceability
of payment of the principal or interest payable (or any other amount) in respect of the Advances or assert any claim against any
present or future Lender, by reason of the payment of any taxes levied or assessed upon any part of the Collateral.


 


(j)Indebtedness;
Guarantees; Securities; Other Assets. It shall not incur or assume or guarantee any indebtedness, obligations (including contingent
obligations) or other liabilities, or issue any additional securities, whether debt or equity, in each case other than (i) pursuant
to or as expressly permitted by this Agreement and the other Facility Documents or (ii) pursuant to customary indemnification,
expense reimbursement, funding obligations and similar provisions under the Related Documents. The Borrower shall not acquire any
Collateral Loan or other property other than as expressly permitted hereunder.


 


(k)Validity
of this Agreement. It shall not (i) permit the validity or effectiveness of this Agreement or any grant of Collateral hereunder
to be impaired, or permit the Lien of this Agreement to be amended, hypothecated, subordinated, terminated or discharged, or permit
any Person to be released from any covenant or obligation with respect to this Agreement and (ii) except as permitted by this
Agreement, take any action that would permit the Lien of this Agreement not to constitute a valid first priority perfected security
interest in the Collateral.


 


(l)Subsidiaries.


 


(i)It
shall not have or permit the formation of any subsidiaries, other than Permitted Subsidiaries; provided, that to the extent
any such subsidiary is formed, the Borrower shall (A) cause such Permitted Subsidiary to provide the Administrative Agent
with such security documents (including security documents with respect to any real property of such new subsidiary), appropriate
financing statements and, with respect to all property subject to a mortgage or deed of trust, fixture filings, all in form and
substance satisfactory to the Administrative Agent (including being sufficient to grant the Administrative Agent a first priority
perfected Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired subsidiary) and (B) provide to
the Administrative Agent appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial
ownership interest in such Permitted Subsidiary, in form and substance satisfactory to the Administrative Agent and all other documentation,
including one or more opinions of counsel satisfactory in form and substance to the Administrative Agent, if requested by the Administrative
Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred
to above (including policies of title insurance or other documentation with respect to all property subject to a Lien).


 


(ii)Any
document, agreement, or instrument executed or issued pursuant to this Section shall be a Facility Document.


 


(iii)Nothing
in clause (i)(A) above shall apply to any Obligor that becomes a subsidiary of the Borrower in connection with a work-out
or restructuring of a Collateral Loan or a bankruptcy of the related Obligor.


 


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


 


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


 






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(o)Non-Petition.
The Borrower shall not be party to any agreements under which it has any material obligation or liability (direct or contingent)
without using commercially reasonable efforts to include customary “non-petition” and “limited recourse”
provisions therein (and shall not amend or eliminate such provisions in any agreement to which it is party), except for loan agreements,
related loan documents, bond indentures and related bond documents, any agreements related to the purchase and sale of any
Collateral Loan which contain customary (as determined by the Collateral Manager) purchase or sale terms or which are documented
using customary (as determined by the Collateral Manager) loan trading documentation, customary service contracts and engagement
letters entered into in connection with the Collateral Loans and any agreement that does not impose a material obligation on the
Borrower and that is of a type that customarily does not include “non-petition” or “limited recourse” provisions.


 


(p)Certificated
Securities. The Borrower shall not acquire or hold any Certificated Securities in bearer form (other than securities not required
to be in registered form under Section 163(f)(2)(A) of the Code) in a manner that does not satisfy the requirements of United States
Treasury Regulations section 1.165-12(c) (as determined by the Collateral Manager).


 


(q)Enforcement.


 


(i)The
Borrower shall not take any action that would release any Obligor from any of such Obligor’s covenants or obligations under
any instrument or agreement included in the Collateral, except in the case of (A) repayment of Collateral Loans, (B) subject to
the terms of this Agreement, (1) amendments to Collateral Loans in accordance with the Collateral Management Standard and (2) actions
taken in connection with the work out or restructuring of any Collateral Loan in accordance with the provisions hereof, and (C) other
actions by the Collateral Manager required hereby or otherwise to the extent not prohibited by, or in conflict with, this Agreement.


 


(ii)The
Borrower shall not, without the prior written consent of the Administrative Agent and the Required Lenders, contract with other
Persons (other than the Collateral Manager and the Collateral Administrator) for the performance of actions and obligations to
be performed by the Borrower or the Collateral Manager hereunder. Notwithstanding any such arrangement, the Borrower shall remain
primarily liable with respect thereto. The Borrower shall punctually perform, and use commercially reasonable efforts to cause
the Collateral Manager and the Collateral Administrator to perform, all of their obligations and agreements contained in this Agreement
or any other Facility Document to which such Person is a party.


 


Section 5.03.Affirmative
Covenants of the Collateral Manager


 


The Collateral Manager
covenants and agrees that, until the Final Maturity Date (and thereafter until the date that all Obligations, other than contingent
indemnification obligations as to which no claim giving rise thereto has been asserted, have been paid in full):


 


(a)Compliance
with Agreements, Laws, Etc. It shall (i) duly observe and comply in all material respects with all Applicable Laws relative
to the conduct of its business or to its assets, (ii) preserve and keep in full force and effect its legal existence, (iii) preserve
and keep in full force and effect its rights, privileges, qualifications and franchises, except where the failure to do so would
not reasonably be expected to result in a Material Adverse Effect, (iv) comply with the terms and conditions of each Facility Document
to which it is a party, its Constituent Documents and each Related Document to which it is a party and (v) obtain, maintain and
keep in full force and effect all Governmental Authorizations, Private Authorizations and Governmental Filings which are necessary
or appropriate to properly carry out its business and the transactions contemplated to be performed by it under the Facility Documents
to which it is a party, its Constituent Documents and the Related Documents to which it is a party.


 






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(b)Information
and Reports. Each Notice of Borrowing, each Monthly Report, each Payment Date Report and all other written information, reports,
certificates and statements furnished by the Collateral Manager to any Secured Party for purposes of or in connection with this
Agreement, the other Facility Documents or the transactions contemplated hereby or thereby shall be true, complete and correct
in all material respects as of the date such information is stated or certified.


 


(c)Notice of
Default. Within three Business Days after a Responsible Officer of the Collateral Manager obtains actual knowledge of the occurrence
and continuance of any (A) Default or (B) Event of Default, a certificate of a Responsible Officer of the Collateral Manager setting
forth the details thereof and the action which the Collateral Manager is taking or proposes to take with respect thereto; provided
that the Collateral Manager shall not be obligated to deliver such certificate to the extent that a Responsible Officer of the
Borrower delivers a certificate with respect to such Default or Event of Default pursuant to Section 5.01(c).


 


(d)Access to
Records and Documents. It shall permit the Administrative Agent (or any Person designated by the Administrative Agent,
subject to delivery of standard confidentiality agreements) to, upon reasonable advance notice and during normal business hours,
visit and inspect and make copies thereof at reasonable intervals (i) its books, records and accounts relating to its business,
financial condition, operations, assets and its performance under the Facility Documents and the Related Documents and to discuss
the foregoing with its and such Person’s officers, partners, employees and accountants, and (ii) all of its Related Documents,
in each case as often as the Administrative Agent may reasonably request; provided that so long as no Event of Default or
Collateral Manager Default has occurred, the Borrower shall be responsible for all costs and expenses for only one such visit per
fiscal year by the Administrative Agent or its designees. The Administrative Agent shall provide 10 days’ prior notice to
the Lenders of any such visit and any Lender shall be permitted to accompany the Administrative Agent in such visit. Any such visit
and inspection shall be made simultaneously with any visit and inspection pursuant to Section 5.01(e).


 


Section 5.04.Negative
Covenant of the Collateral Manager


 


The Collateral Manager
covenants and agrees that, until the Final Maturity Date (and thereafter until the date that all Obligations, other than contingent
indemnification obligations as to which no claim giving rise thereto has been asserted, have been paid in full), it shall not enter
into or suffer to exist or permit to become effective any agreement that prohibits, limits or imposes any condition upon its ability
to perform its obligations under the Facility Documents to which it is a party.


 


Section 5.05.Certain
Undertakings Relating to Separateness


 


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


 


(a)The Borrower
shall maintain its accounts, books, accounting and other records separate from those of any other Person, except that the accounts
of the Borrower may be included in the consolidated financial statements of its equityholders or the Collateral Manager as required
by GAAP or applicable law.


 






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


 


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


 


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


 


(e)The Borrower
shall have at least one Independent Manager at all times.


 


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


 


(g)The Borrower
shall, at all times, hold itself out to the public as a legal entity separate and distinct from any other Person, shall not identify
itself as a division of any other Person and shall correct any known misunderstanding regarding its separate identity; provided
that the assets, liabilities and operating results of the Borrower may be consolidated for accounting purposes and included in
consolidated financial statements of its equityholders or the Collateral Manager as required by GAAP or applicable law.


 


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


 


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


 


(j)Except as provided
in the Facility Documents, the Borrower shall not grant a security interest or otherwise pledge its assets for the benefit of any
other Person.


 


(k)Except as provided
in the Facility Documents, the Borrower shall not acquire any securities or debt instruments of the Collateral Manager, its Affiliates
or any other Person (except for equity interests in Obligors in connection with the exercise of any remedies with respect to a
Collateral Loan or any exchange offer, work-out or restructuring of a Collateral Loan).


 


(l)The Borrower
shall not make loans or advances to any Person, except for the Collateral Loans and as permitted by or pursuant to the Facility
Documents.


 


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


 


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


 






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


 


(p)The Borrower
shall maintain adequate capital in light of its contemplated business operations; provided, however, that the foregoing
shall not require the Equityholder to make additional capital contributions.


 


(q)The Borrower
shall at all times be organized as a single-purpose entity with Constituent Documents substantially similar to those in effect
on the Closing Date.


 


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


 


ARTICLE
VI

EVENTS OF DEFAULT


 


Section 6.01.Events
of Default


 


“Event of
Default”, wherever used herein, means any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or governmental body):


 


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


 


(b)(i) the Borrower
fails to repay the Obligations (other than contingent indemnification and reimbursement obligations for which no claim giving rise
thereto has been asserted) in full on the Final Maturity Date or (ii) the failure to make payment of the Mandatory Amortization
Amount on the applicable Payment Date and such default has not been cured within fifteen (15) Business Days after the due date
of such payment; or


 


(c)the Borrower
or the pool of Collateral becomes, or becomes subject to regulation as, (i) an “investment company” under the Investment
Company Act or (ii) a “covered fund” under the Volcker Rule; or


 


(d)except as otherwise
provided in this Section 6.01, a default in any material respect in the performance, or breach in any material respect,
of any material covenant or agreement of the Borrower under this Agreement or the other Facility Documents to which it is a party,
or the failure of any representation or warranty of the Borrower made in this Agreement or in any other Facility Document to be
correct, in each case, in all material respects when the same shall have been made, and the continuation of such default, breach
or failure for a period of thirty Business Days (provided that breaches of Sections 5.01(a)(ii), 5.01(c),
5.01(d), 5.01(e), 5.02 and 5.05 shall not have any cure period) after the earlier of (i) written notice
to the Borrower and the Collateral Manager (which may be by e-mail) by either Agent, and (ii) actual knowledge of the Borrower
or the Collateral Manager, as applicable; or


 


(e)the rendering
of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment of money in
excess individually or in the aggregate of $500,000 against the Borrower (exclusive of judgment amounts fully covered by insurance),
and the Borrower shall not have either (x) discharged or provided for the discharge of any such judgment, decree or order in accordance
with its terms or (y) perfected a timely appeal of such judgment, decree or order and caused the execution of same to be stayed
during the pendency of the appeal, in each case, within thirty (30) days from the date of entry thereof; or


 






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(f)the Borrower
shall have made payments of amounts in excess of $500,000 in settlement of any litigation, claim or dispute (exclusive of settlement
amounts fully covered by insurance); or


 


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


 


(h)(i) any Facility
Document shall (except in accordance with its terms) terminate, cease to be effective or cease to be the legally valid, binding
and enforceable obligation of the Borrower or the Collateral Manager, (ii) the Borrower or the Collateral Manager shall, directly
or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Facility Document or
any Lien purported to be created thereunder, or (iii) any Lien securing any obligation under any Facility Document shall, in whole
or in part, cease to be a first priority perfected security interest of the Collateral Agent, except as otherwise expressly permitted
in accordance with the applicable Facility Document (including, for the avoidance of doubt, as provided in Section 5.02(k)(ii));
or


 


(i)(i) the Internal
Revenue Service shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any asset of the Borrower
and such Lien shall not have been released within five Business Days or (ii) the PBGC shall file notice of a Lien pursuant to Section
4068 of ERISA with regard to any asset of the Borrower and such Lien shall not have been released within five (5) Business Days;
or


 


(j)a Change of
Control occurs; or


 


(k)(i) failure
of the Borrower to maintain at least one Independent Manager, (ii) the removal of any Independent Manager of the Borrower without
“cause” (as such term is defined in the organizational document of the Borrower) or without giving prior written notice
to the Administrative Agent, each as required in the organizational documents of the Borrower, (iii) an Independent Manager of
the Borrower which is not provided by a nationally recognized service identified in clause (b) of the definition of “Independent
Manager” or such other service reasonably acceptable to the Administrative Agent shall be appointed without the consent of
the Administrative Agent or (iv) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon the criteria set forth
in this Agreement, such that reputable counsel of national standing could no longer render a substantive nonconsolidation opinion
with respect thereto; or


 


(l)any Monthly
Report or Payment Date Report shall fail to be delivered when due and such failure shall continue for three (3) Business Days;
or


 


(m)on any Monthly
Report Determination Date, the Aggregate Principal Balance of all Defaulted Collateral Loans owned by the Borrower as of such date,
calculated as a percentage of the sum of the Aggregate Principal Balance of all Collateral Loans owned by the Borrower as of such
date, and in each case in accordance with the procedures set forth in Section 1.04, shall be greater than or equal to 40.0%;
or


 


(n)the Borrowing
Base Test shall not be satisfied and such failure shall continue for one (1) Business Day after the earlier of (i) written notice
to the Borrower and the Collateral Manager (which may be by e-mail) by either Agent or (ii) actual knowledge of the Borrower or
the Collateral Manager; or


 






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(o)an Equity Coverage
Deficiency shall exist and such deficiency shall continue for one (1) Business Day after the earlier of (i) written notice to the
Borrower and the Collateral Manager (which may be by e-mail) by either Agent or (ii) actual knowledge of the Borrower or the Collateral
Manager; or


 


(p)a Collateral
Manager Default occurs; or


 


(q)the Equityholder
shall fail to maintain a Tangible Net Worth of at least the sum of (i) $415,000,000 plus (ii) 80% of the net proceeds of
any equity issuance by the Equityholder after the Closing Date and such failure shall continue for thirty (30) calendar days; or


 


(r)the Equityholder
shall fail to maintain unencumbered liquidity (calculated as the sum of (i) unrestricted cash or cash equivalents and (ii) undrawn
available liquidity under committed credit facilities of the Equityholder and its Subsidiaries (other than the Borrower)) in an
amount at least equal to the greater of (x) $5,000,000 and (y) the cumulative amount of principal payments in respect of indebtedness
of the Equityholder and its Subsidiaries due or to become due in the subsequent ninety day period (other than in connection with
an optional redemption thereof) and such failure shall continue for one (1) Business Day.


 


Section 6.02.Remedies.


 


(a)Upon the occurrence
and during the continuance of any Event of Default, in addition to all rights and remedies specified in this Agreement and the
other Facility Documents, including Article VII, and the rights and remedies of a secured party under Applicable Law, including
the UCC, the Administrative Agent shall, at the request of, or may with the consent of, the Required Lenders, by notice to the
Borrower (with a copy to the Collateral Agent), do any one or more of the following: (1) declare the Commitments to be terminated
forthwith, whereupon the Commitments shall forthwith terminate, and (2) declare the principal of and the accrued Interest on the
Advances and all other amounts whatsoever payable by the Borrower hereunder to be forthwith due and payable, whereupon such amounts
shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby
waived by the Borrower; provided that, upon the occurrence of any Event of Default described in clause (g) of Section
6.01 with respect to the Borrower, the Commitments shall automatically terminate and the Advances and all such other amounts
shall automatically become due and payable, without any further action by any party.


 


(b)Upon the occurrence
and during the continuation of an Event of Default or a Collateral Manager Default, following written notice by the Administrative
Agent (provided in its sole discretion or at the direction of the Required Lenders) to the Collateral Manager of the exercise of
control rights with respect to the Collateral, the Administrative Agent may exercise such rights, including: (u) the exercise of
the Collateral Manager’s rights and obligations under the Facility Documents, including its unilateral power to (A) consent
to modifications to Collateral Loans, (B) take any discretionary action with respect to Collateral Loans and (C) direct the acquisition,
sales and other dispositions of Collateral Loans; (v) the termination of the Collateral Manager’s rights to exercise any
rights or take any action with respect to the Collateral; (w) the transfer of the Collateral Manager’s rights and obligations
under the Facility Documents to a successor Collateral Manager; (x) if the Collateral Manager is not terminated or otherwise replaced
in accordance with this Agreement, to require the Collateral Manager to obtain the consent of the Administrative Agent before agreeing
to any modification of any Collateral Loan, taking any discretionary action with respect to any Collateral Loan or causing the
Borrower to sell or otherwise dispose of any Collateral Loan; (y) if the Collateral Manager is not terminated or otherwise replaced
in accordance with this Agreement, to require the Collateral Manager to cause the Borrower to sell or otherwise dispose of any
Collateral Loan as directed by the Administrative Agent pursuant to Section 7.03, and (z) with respect to any specific Collateral
Loan, to require the Collateral Manager to take such discretionary action with respect to such Collateral Loan as directed by the
Administrative Agent.


 






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(c)In connection
with any sale or proposed sale of the Collateral during the continuance of an Event of Default (whether pursuant to the Facility
Documents or applicable law), the Equityholder (or any Affiliate or designee thereof) shall have the exclusive right to purchase
all Collateral Loans (but not in part) so long as (1) the Equityholder provides notice to the Administrative Agent of its
intent to acquire and/or refinance the entire Collateral portfolio within three (3) Business Days of receipt of notice by the Collateral
Manager from the Collateral Agent of the Collateral Agent’s intent to liquidate the Collateral, (2) the Proceeds of such
acquisition and/or refinancing are sufficient to extinguish all Obligations under the Facility Documents (other than unasserted
contingent obligations) and (3) such acquisition and/or refinancing is completed within ten (10) Business Days of the date of the
Administrative Agent’s notice of intent to liquidate the Collateral.


 


ARTICLE
VII

PLEDGE OF COLLATERAL;

RIGHTS OF THE COLLATERAL AGENT


 


Section 7.01.Grant
of Security


 


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


 


(i)all
Collateral Loans and Related Documents (including those listed, as of the Closing Date, in Schedule 4 hereto), both now
and hereafter owned, including all Collections and other Proceeds thereon or with respect thereto;


 


(ii)each
Covered Account and all Money and all investment property (including all securities, all security entitlements with respect to
such Covered Account and all financial assets carried in such Covered Account) from time to time on deposit in or credited to each
Covered Account;


 


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


 


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


 


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


 






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(vi)all
accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit
rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC);


 


(vii)all
securities, loans and investments and, in each case as defined in the UCC, accounts, chattel paper, deposit accounts, instruments,
financial assets, investment property, general intangibles, letter-of-credit rights, and supporting obligations with respect thereto,
and all other property of any type or nature in which the Borrower has an interest (including the equity interests of each subsidiary
of the Borrower), and all property of the Borrower which is delivered to the Collateral Agent by or on behalf of the Borrower (whether
or not constituting Collateral Loans or Eligible Investments);


 


(viii)all
Liens, property, guaranties, supporting obligations, insurance and other agreements or arrangements of whatever character from
time to time supporting or securing payment of the assets, investments and properties described above; and


 


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


 


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


 


Section 7.02.Release
of Security Interest


 


If and only if all
Obligations (other than unasserted contingent obligations) have been paid in full and all Commitments have been terminated, the
Collateral Agent, on behalf of the Secured Parties, shall, at the expense of the Borrower, promptly execute, deliver and file or
authorize for filing such instruments as the Borrower shall reasonably request in order to reassign, release or terminate the Secured
Parties’ security interest in the Collateral. The Secured Parties acknowledge and agree that upon the sale or disposition
of any Collateral by the Borrower in compliance with the terms and conditions of this Agreement, the security interest of the Secured
Parties in such Collateral shall immediately terminate and the Collateral Agent, on behalf of the Secured Parties, shall,
at the expense of the Borrower, execute, deliver and file or authorize for filing such instrument as the Borrower shall reasonably
request to reflect or evidence such termination. Any and all actions under this Article VII in respect of the Collateral
shall be without any recourse to, or representation or warranty by any Secured Party and shall be at the sole cost and expense
of the Borrower.


 


Section 7.03.Rights
and Remedies


 


The Collateral Agent
(for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the
UCC and other Applicable Law. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent
or its designees shall, at the written direction of the Administrative Agent or the Required Lenders acting through the Administrative
Agent, (a) instruct the Borrower to deliver any or all of the Collateral, the Related Documents and any other document relating
to the Collateral to the Collateral Agent or its designees and otherwise give all instructions for the Borrower regarding the Collateral;
(b) sell or otherwise dispose of the Collateral, all without judicial process or proceedings, it being understood that any such
sale or disposition of the Collateral shall be subject to the provisions of Section 6.02(c); (c) take control of the Proceeds
of any such Collateral; (d) subject to the provisions of the applicable Related Documents, exercise any consensual or voting rights
in respect of the Collateral; (e) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any
part of the Collateral; (f) enforce the Borrower’s rights and remedies with respect to the Collateral; (g) institute and
prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Collateral; (h) require that the
Borrower immediately take all actions necessary to cause the liquidation of the Collateral in order to pay all amounts due and
payable in respect of the Obligations, in accordance with the terms of the Related Documents; (i) redeem or withdraw or cause
the Borrower to redeem or withdraw any asset of the Borrower to pay amounts due and payable in respect of the Obligations; (j)
make copies of all books, records and documents relating to the Collateral; and (k) endorse the name of the Borrower upon any items
of payment relating to the Collateral or upon any proof of claim in bankruptcy against an account debtor.


 






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The Borrower hereby
agrees that, upon the occurrence and during the continuance of an Event of Default, at the request of either Agent or the Required
Lenders (acting through the Administrative Agent), it shall execute all documents and agreements which are necessary or appropriate
to have the Collateral to be assigned to the Collateral Agent or its designee. For purposes of taking the actions described
in clauses (a) through (k) of this Section 7.03 the Borrower hereby irrevocably appoints the Collateral
Agent as its attorney-in-fact (which appointment being coupled with an interest and is irrevocable while any of the Obligations
remain unpaid), with power of substitution, in the name of the Collateral Agent or in the name of the Borrower or otherwise, for
the use and benefit of the Collateral Agent for the benefit of the Secured Parties, but at the cost and expense of the Borrower
and, except as expressly required by Applicable Law, without notice to the Borrower.


 


Section 7.04.Remedies
Cumulative


 


Each right, power,
and remedy of the Agents and the other Secured Parties, or any of them, as provided for in this Agreement or in the other Facility
Documents or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall
be in addition to every other right, power, or remedy provided for in this Agreement or in the other Facility Documents or now
or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by the Agents
or any other Secured Party of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later
exercise by such Persons of any or all such other rights, powers, or remedies.


 


Section 7.05.Related
Documents


 


(a)Each of the
Borrower and the Collateral Manager hereby agrees that, to the extent not expressly prohibited by the terms of the Related Documents,
after the occurrence and during the continuance of an Event of Default, it shall (i) upon the written request of either Agent,
promptly forward to such Agent all material information and notices which it receives under or in connection with the Related Documents
relating to the Collateral, and (ii) upon the written request of either Agent, act and refrain from acting in respect of any request,
act, decision or vote under or in connection with the Related Documents relating to the Collateral only in accordance with the
direction of the Administrative Agent (in its reasonable discretion).


 


(b)The Borrower
agrees that, to the extent the same shall be in the Borrower’s possession, it will hold all Related Documents relating to
the Collateral in trust for the Collateral Agent on behalf of the Secured Parties, and upon request of either Agent following the
occurrence and during the continuance of an Event of Default or as otherwise provided herein, promptly deliver the same to the
Collateral Agent or its designee. In addition, in accordance with this Agreement, promptly following its acquisition of any Collateral
Loan, the Borrower shall deliver to the Custodian the Required Loan Documents.


 






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Section 7.06.Borrower
Remains Liable


 


(a)Notwithstanding
anything herein to the contrary, (i) the Borrower shall remain liable under the contracts and agreements included in and relating
to the Collateral (including the Related Documents) to the extent set forth therein, and shall perform all of its duties and obligations
under such contracts and agreements to the same extent as if this Agreement had not been executed, and (ii) the exercise by any
Secured Party of any of its rights hereunder shall not release the Borrower from any of its duties or obligations under any such
contracts or agreements included in the Collateral.


 


(b)No obligation
or liability of the Borrower is intended to be assumed by the Administrative Agent or any other Secured Party under or as a result
of this Agreement or the other Facility Documents, or the transactions contemplated hereby or thereby, including under any Related
Document or any other agreement or document that relates to Collateral and, to the maximum extent permitted under provisions of
Law, the Administrative Agent and the other Secured Parties expressly disclaim any such assumption.


 


Section 7.07.Protection
of Collateral


 


The Borrower shall
from time to time execute and deliver all such supplements and amendments hereto and file or authorize the filing of all such UCC-1
financing statements and continuation statements, instruments of further assurance and other instruments, and shall take such other
action as may be necessary or advisable or desirable to secure the rights and remedies of the Secured Parties hereunder and to:


 


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


 


(b)maintain, preserve
and perfect any grant of security made or to be made by this Agreement including the first priority nature of the Lien or carry
out more effectively the purposes hereof;


 


(c)perfect, publish
notice of or protect the validity of any grant made or to be made by this Agreement (including any and all actions necessary or
desirable as a result of changes in Law);


 


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


 


(e)preserve and
defend title to the Collateral and the rights therein of the Collateral Agent and the Secured Parties in the Collateral against
the claims of all third parties; and


 


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


 


The Borrower hereby
designates the Collateral Agent as its agent and attorney in fact to prepare and file any UCC-1 financing statement and continuation
statement, and all other instruments, and take all other actions, required pursuant to this Section 7.07 if the Borrower
fails to take any such action within ten (10) Business Days after either Agent’s request therefor. Such designation shall
not impose upon the Collateral Agent or the Administrative Agent or any other Secured Party, or release or diminish, the Borrower’s
obligations under this Section 7.07. The Borrower further authorizes the Collateral Agent to file UCC-1 financing statements,
that name the Borrower as debtor and the Collateral Agent as secured party and that describes “all assets in which the debtor
now or hereafter has rights” as the Collateral in which the Collateral Agent has a grant of security hereunder.


 






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ARTICLE
VIII

ACCOUNTS, ACCOUNTINGS AND RELEASES


 


Section 8.01.Collection
of Money


 


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


 


Section 8.02.Collection
Account


 


(a)In accordance
with this Agreement and the Account Control Agreement, the Collateral Agent shall, on or prior to the Closing Date, establish
at the Custodian a single, segregated trust account which shall be designated as the “Collection Account”, which
shall be maintained with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien
of the Collateral Agent. In addition, the Collateral Agent shall establish two segregated subaccounts within the Collection
Account, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated
the “Principal Collection Subaccount”. The Collateral Agent shall from time to time deposit into the Interest
Collection Subaccount all Interest Proceeds received by the Collateral Agent. The Collateral Agent shall deposit promptly upon
receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Loans in accordance with Article X
or in Eligible Investments in accordance with Section 8.06 or required to be deposited in the Unfunded Reserve Account
pursuant to Section 8.04 or the Cash Diversion Reserve Account pursuant to Section 8.05) received by the Collateral
Agent. All funds deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Collateral
Agent as part of the Collateral and shall be applied to the purposes herein provided. Subject to Section 8.02(c), amounts
in the Collection Account shall be reinvested pursuant to Section 8.06(a).


 


(b)At any time
when reinvestment is permitted pursuant to Article X, the Collateral Manager on behalf of the Borrower (subject to compliance
with Article X) may, by delivery of a certificate of a Responsible Officer of the Collateral Manager, direct the Collateral
Agent to, and upon receipt of such certificate the Collateral Agent shall, withdraw funds on deposit in the Principal Collection
Subaccount representing Principal Proceeds (together with accrued interest received with regard to any Collateral Loan and Interest
Proceeds but only to the extent used to pay for accrued interest on an additional Collateral Loan) and reinvest such funds in additional
Collateral Loans in accordance with such certificate. If at any time the amount on deposit in the Unfunded Reserve Account is less
than the Unfunded Reserve Required Amount, the Collateral Manager (on behalf of the Borrower) may, by delivery of a certificate
of a Responsible Officer of the Collateral Manager, direct the Collateral Agent to, and upon receipt of such certificate the Collateral
Agent shall, withdraw funds on deposit in the Principal Collection Subaccount representing Principal Proceeds and remit such funds
as so directed by the Collateral Manager to meet the Borrower’s funding obligations in respect of Delayed Drawdown Collateral
Loans or Revolving Collateral Loans.


 






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


 


(d)The Collateral
Manager may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Collateral Manager has,
prior to such withdrawal, delivered to each Agent a report setting forth in reasonable detail the calculation of such Excluded
Amounts.


 


Section 8.03.Payment
Account


 


In accordance with
this Agreement and the Account Control Agreement, the Collateral Agent shall, on or prior to the Closing Date, establish at the
Custodian a single, segregated trust account, which shall be designated as the “Payment Account”, which shall
be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to
the Lien of the Collateral Agent. Except as provided in Section 9.01, the only permitted withdrawal from or application
of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay amounts due and payable under the
Priority of Payments on the Payment Dates in accordance with their terms and the provisions of this Agreement. The Borrower shall
not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with this Agreement and the
Priority of Payments.


 


Section 8.04.The
Unfunded Reserve Account; Fundings


 


In accordance with
this Agreement and the Account Control Agreement, the Collateral Agent shall, on or prior to the Closing Date, establish at the
Custodian a single, segregated trust account, which shall be designated as the “Unfunded Reserve Account”, which
shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject
to the Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Unfunded Reserve Account shall
be in accordance with the provisions of this Agreement.


 


On the date of acquisition
by the Borrower of any Delayed Drawdown Collateral Loan or Revolving Collateral Loan and any Payment Date, funds shall be withdrawn
from the Principal Collection Subaccount and deposited by the Collateral Agent in the Unfunded Reserve Account, such that the sum
of the amount of funds on deposit in the Unfunded Reserve Account shall be equal to or greater than an amount (the “Unfunded
Reserve Required Amount”) equal to:


 


(a)at all times
during the Reinvestment Period:


 


(i)the
aggregate unfunded amount of all such Delayed Drawdown Collateral Loans and Revolving Collateral Loans, multiplied by


 


(ii)100%
minus the Advance Rate then in effect; and


 


(b)on the Commitment
Termination Date and at all times thereafter, the sum of:


 


(i)the
aggregate unfunded commitments in respect of all Delayed Drawdown Collateral Loans and Revolving Collateral Loans, plus


 


(ii)the
aggregate amount of funds needed to settle purchases of Collateral Loans committed to be acquired by the Borrower prior to the
end of the Reinvestment Period that have not yet settled.


 






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Fundings of Delayed
Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Unfunded
Reserve Account, then available Principal Proceeds and finally, prior to the Commitment Termination Date, available
Borrowings. Prior to or immediately after the occurrence of the Commitment Termination Date (other than a Commitment Termination
Date following the occurrence of an Insolvency Event with respect to the Borrower), the Borrower may request a final Borrowing
in an amount sufficient to fund the Unfunded Reserve Required Amount; provided that after giving effect to such Borrowing,
the Borrowing Base Test shall be satisfied.


 


Amounts on deposit
in the Unfunded Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager
pursuant to Section 8.06(a) and earnings from all such investments will be deposited in the Interest Collection Subaccount
as Interest Proceeds. Funds in the Unfunded Reserve Account (other than earnings from Eligible Investments therein) will be available
solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans and settle purchases of Collateral
Loans committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent
that the aggregate amount of funds on deposit therein at any time exceeds the Unfunded Reserve Required Amount, the Collateral
Agent shall remit such excess to the Principal Collection Subaccount. In addition, following the occurrence of an Event of Default,
funds in the Unfunded Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount
at the direction of the Administrative Agent.


 


Section 8.05.The
Cash Diversion Reserve Account


 


In accordance with
this Agreement and the Account Control Agreement, the Collateral Agent shall, on or prior to the Closing Date, establish at the
Custodian a single, segregated trust account, subject to the Lien of the Collateral Agent”, which shall be designated as
the “Cash Diversion Reserve Account”, which shall be maintained by the Borrower with the Custodian in accordance
with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The only permitted deposits
to or withdrawals from the Cash Diversion Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower
shall not have any legal, equitable or beneficial interest in the Cash Diversion Reserve Account other than in accordance with
this Agreement and the Priority of Payments.


 


If the Cash Diversion
Test is not satisfied as of any Determination Date, funds shall be withdrawn from the Interest Collection Subaccount and Principal
Collection Subaccount on each Payment Date in accordance with the Priority of Payments and deposited by the Collateral Agent in
the Cash Diversion Reserve Account, such that the sum of the amount of funds on deposit in the Cash Diversion Reserve Account shall
be equal to an amount (the “Cash Diversion Required Amount”) that causes the Cash Diversion Test to be satisfied.
If the Cash Diversion Test is satisfied on any Determination Date, the Collateral Manager on behalf of the Borrower (subject to
compliance with Article X) may, by delivery of a certificate of a Responsible Officer of the Collateral Manager, direct
the Collateral Agent to, and upon receipt of such certificate the Collateral Agent shall, withdraw funds in the Cash Diversion
Reserve Account and deposit such funds into the Principal Collection Subaccount.


 


Amounts on deposit
in the Cash Diversion Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral
Manager pursuant to Section 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount
as Interest Proceeds. To the extent that the aggregate amount of funds on deposit therein at any time exceeds the Cash Diversion
Required Amount, the Collateral Agent shall remit such excess to the Principal Collection Subaccount. In addition, (i) following
the occurrence of an Event of Default, funds in the Cash Diversion Reserve Account may be withdrawn by the Collateral Agent and
deposited into the Principal Collection Subaccount at the direction of the Administrative Agent and (ii) on the Final Maturity
Date, funds in the Cash Diversion Reserve Account shall be withdrawn by the Collateral Agent and deposited into the Principal Collection
Subaccount and applied in accordance with Section 9.01.


 






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Section 8.06.Reinvestment
of Funds in Covered Accounts; Reports by Collateral Agent


 


(a)By delivery
of a certificate of a Responsible Officer (which may be in the form of standing instructions), the Borrower (or the Collateral
Manager on behalf of the Borrower) shall at all times direct the Collateral Agent to, and, upon receipt of such certificate, the
Collateral Agent shall, invest all funds on deposit in the Collection Account, the Unfunded Reserve Account and the Cash Diversion
Reserve Account in Eligible Investments having stated maturities no later than the Business Day preceding the next Payment Date
(or such shorter maturities expressly provided herein). If, prior to the occurrence of an Event of Default, the Borrower shall
not have given any such investment directions, the Collateral Agent shall seek instructions from the Collateral Manager within
three (3) Business Days after transfer of any funds to such accounts and shall invest in Specified Eligible Investments that mature
overnight until it shall receive written instructions from the Collateral Manager. After the occurrence and during the continuance
of an Event of Default, the Collateral Agent shall invest and reinvest such funds as fully as practicable in Specified Eligible
Investments maturing not later than the earlier of (i) thirty (30) days after the date of such investment (unless putable
at par to the issuer thereof) or (ii) the Business Day immediately preceding the next Payment Date (or such shorter maturities
expressly provided herein). Except to the extent expressly provided otherwise herein, all interest, gain, loss and other income
from such investments shall be deposited, credited or charged (as applicable) in and to the Interest Collection Subaccount. Absent
its timely receipt of such instruction from the Collateral Manager or Administrative Agent, as applicable, in accordance with
the foregoing, the Collateral Agent shall not be under an obligation to invest (or pay interest on) funds held hereunder.
The Collateral Agent shall in no way be liable for any insufficiency in a Covered Account resulting from any loss relating to any
such investment.


 


(b)The Collateral
Agent agrees to give the Borrower prompt notice if any Covered Account or any funds on deposit in any Covered Account, or otherwise
to the credit of a Covered Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar
process. All Covered Accounts shall remain at all times with the Custodian.


 


(c)The Collateral
Agent shall supply, in a timely fashion, to the Borrower and the Collateral Manager any information regularly maintained by the
Collateral Agent that the Borrower or the Collateral Manager may from time to time reasonably request with respect to the Collateral,
the Covered Accounts and the other Collateral and provide any other requested information reasonably available to the Collateral
Agent and required to be provided by Section 8.07 or to permit the Collateral Manager to perform its obligations hereunder
or the Borrower’s obligations hereunder that have been delegated to the Collateral Manager. The Collateral Agent shall promptly
forward to the Collateral Manager copies of notices, periodic financial reports and other writings received by it from the Obligor
of any Collateral Loan or from any Clearing Agency with respect to any Collateral Loan.


 


Section 8.07.Accountings


 


(a)Monthly.
Not later than two (2) Business Days prior to the 18th calendar day of each calendar month (other than January, April,
July, and October in each year) (the “Monthly Reporting Date”), the Borrower shall compile and provide (or cause
to be compiled and provided) to the Administrative Agent and the Collateral Manager a monthly report (which includes a Borrowing
Base Calculation Statement prepared by the Collateral Manager and provided to the Collateral Agent for inclusion in the Monthly
Report) (each, a “Monthly Report”) in accordance with this Section 8.07. The Borrower shall compile
and provide (or cause to be compiled and provided) to the Administrative Agent a loan data file (the “Data File”)
for the previous monthly period ending on the Monthly Report Determination Date (containing such information agreed upon by the
Borrower (or the Collateral Manager on its behalf), and the Administrative Agent). The Borrower shall provide (or cause to
be provided) the Data File at least two (2) Business Days prior to the Monthly Reporting Date. As used herein, the “Monthly
Report Determination Date” with respect to any calendar month will be the last day of the prior calendar month. For the
avoidance of doubt, the first Monthly Report shall be delivered on November 20, 2014 and shall be determined with respect to the
Monthly Report Determination Date that is November 14, 2014. The Monthly Report for a calendar month shall be in a form reasonably
acceptable to the Borrower, the Collateral Agent, the Collateral Manager and the Administrative Agent and shall contain the information
with respect to the Collateral Loans and Eligible Investments included in the Collateral set forth in Schedule 2 hereto,
and shall be determined as of the Monthly Report Determination Date for such calendar month.


 






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(b)Payment Date
Accounting. The Borrower shall render (or cause to be rendered) an accounting (each, a “Payment Date Report”),
determined as of the close of business on each Determination Date preceding a Payment Date, and shall deliver such Payment Date
Report to the Agents and the Collateral Manager not later than the second Business Day preceding the related Payment Date. The
Payment Date Report shall be in a form reasonably acceptable to the Borrower, the Collateral Agent, the Collateral Manager and
the Administrative Agent and shall contain the information set forth in Schedule 3 hereto.


 


In addition, the Borrower
shall provide (or cause to be provided) in each Payment Date Report a statement setting forth in reasonable detail each amendment,
modification or waiver under any Related Document for each Collateral Loan that constitutes a Material Modification that became
effective since the immediately preceding Payment Date Report (or, in respect of the first Payment Date Report, from the Closing
Date).


 


(c)Failure to
Provide Accounting. If the Collateral Agent shall not have received any accounting provided for in this Section 8.07
on the first Business Day after the date on which such accounting is due to the Collateral Agent, the Collateral Agent shall notify
the Collateral Manager who shall use reasonable efforts to obtain such accounting by the applicable Payment Date.


 


For the avoidance of
doubt, the Borrower has engaged the Collateral Administrator pursuant to the Collateral Administration Agreement to compile and
provide the information and reports to be provided in this Section 8.07.


 


Section 8.08.Release
of Collateral


 


(a)If no Event
of Default has occurred and is continuing, the Borrower may, by delivery of a certificate of a Responsible Officer of the Collateral
Manager delivered to the Collateral Agent at least one (1) Business Day prior to the settlement date for any sale of any item of
Collateral certifying that the sale of such security is being made in accordance with Section 10.01 and such sale complies
with all applicable requirements of Section 10.01, direct the Collateral Agent to release or cause to be released such item
from the Lien of this Agreement and, upon receipt of such certificate, the Collateral Agent (or Custodian, as applicable) shall deliver
any such item, if in physical form, duly endorsed to the broker or purchaser designated in such certificate or, if such item is
a security is a Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of
the sales price therefor as specified by the Collateral Manager in such certificate; provided that the Collateral Agent
may deliver any such item in physical form for examination in accordance with street delivery custom.


 


(b)Subject to the
terms of this Agreement, the Collateral Agent (or Custodian, as applicable) shall, upon the receipt of a certificate of the
Borrower, by delivery of a certificate of a Responsible Officer of the Collateral Manager, deliver any Collateral in accordance
with such certificate, and execute such documents or instruments as are delivered by or on behalf of the Borrower and reasonably
necessary to release or cause to be released such security from the Lien of this Agreement, which is set for any mandatory call
or redemption or payment in full to the appropriate paying agent on or before the date set for such call, redemption or payment,
in each case against receipt of the call or redemption price or payment in full thereof.


 






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(c)As provided
in Section 8.02(a), the Collateral Agent shall deposit any proceeds received by it from the disposition of a Collateral
in the applicable subaccount of the Collection Account, unless simultaneously applied to the purchase of additional Collateral
Loans or Eligible Investments as permitted under and in accordance with the requirements of this Article VIII and Article
X.


 


(d)The Collateral
Agent shall, upon receipt of a certificate of a Responsible Officer of the Borrower certifying that there are no Commitments outstanding
and all Obligations of the Borrower hereunder and under the other Facility Documents have been satisfied, execute such documents
or instruments as are delivered by or on behalf of the Borrower and reasonably necessary to release any remaining Collateral from
the Lien of this Agreement.


 


(e)Any security,
Collateral Loan or amounts that are released pursuant to Section 8.08(a) or (b) shall be automatically released
from the Lien of this Agreement.


 


Section 8.09.Reports
by Independent Accountants


 


(a)As of the Closing
Date, the Collateral Manager has appointed a firm of independent certified public accountants, independent auditors or independent
consultants (together with its successors, the “Independent Accountants”), in each case reasonably acceptable
to the Administrative Agent, for purposes of reviewing and delivering the reports of such accountants required by this Agreement,
which may be the firm of independent certified public accountants, independent auditors or independent consultants that performs
accounting services for the Collateral Manager. The Collateral Manager may remove any firm of Independent Accountants at any time
upon notice to, but without the consent of, the Administrative Agent. Upon any resignation by such firm or removal of such firm
by the Collateral Manager, the Collateral Manager shall promptly appoint, by a certificate of a Responsible Officer of the Collateral
Manager delivered to the Agents, a successor thereto that shall also be a firm of independent certified public accountants, independent
auditors or independent consultants of recognized standing, which may be a firm of independent certified public accountants, independent
auditors or independent consultants that performs accounting services for the Collateral Manager. The fees of such Independent
Accountants and any successor shall be payable by the Borrower.


 


(b)The Collateral
Manager will cause the Independent Accountants to furnish to the Administrative Agent (with a copy to the Collateral Agent), within
120 days of the each of each fiscal year of the Borrower, to the effect that such firm has applied certain agreed-upon procedures
approved by the Administrative Agent (as such agreed-upon procedures may be updated from time to time in response to requests of
the Administrative Agent) with respect to a selection of Monthly Reports and/or Payment Date Reports from the related fiscal year
and, with respect to the Collateral Manager’s performance hereunder, to assist the Administrative Agent in determining that
the Monthly Reports and Payment Date Reports for the related fiscal year were prepared in compliance with this Agreement, except
for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report
(including, with respect to any such exceptions, an explanation of how each such exception arose and reflecting the input/explanation
of the Collateral Manager thereto). Such reports pursuant to this clause (b) shall be at the expense of the Borrower.


 






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(c)In the event
the Independent Accountants appointed pursuant to clause (b) above require the Collateral Agent, as applicable, to agree
to the procedures performed by such Independent Accountants with respect to any of the reports, statements of such Independent
Accountants, or sign any agreement in connection therewith, the Collateral Agent, as applicable, shall, upon direction from the
Borrower (or the Collateral Manager on behalf of the Borrower), so agree to the terms and conditions requested by such Independent
Accountants as a condition to receiving documentation required by this Agreement; it being understood and agreed that the
Collateral Agent shall deliver such agreement in conclusive reliance on such direction and shall make no inquiry or investigation
as to, and shall have no obligation or responsibility in respect of, the terms of the engagement of such Independent Accountants
by the Borrower or the sufficiency, validity or correctness of the agreed upon procedures in respect of such engagement. The Collateral
Agent may require the delivery of a written direction to the execution of any such agreement required for the delivery of any report
or statement of such Independent Accountants to the Collateral Agent under this Agreement. Upon direction from the Borrower (or
the Collateral Manager on behalf of the Borrower), the Collateral Agent shall be authorized, without liability on its part, to
execute and deliver any such agreement with such Independent Accountants, which agreement, to the extent so directed by the Borrower
(or the Collateral Manager on behalf of the Borrower), may include, amongst other things, (i) an acknowledgement that the Borrower
has agreed that the procedures by such Independent Accountants are sufficient for the relevant purposes, (ii) releases by the Collateral
Agent any claims, liabilities and expenses arising out of or relating to such Independent Accountant’s engagement, agreed-upon
procedures or any report or statement issued by such Independent Accountants under any such engagement and acknowledgement of other
limitations of liability in favor of such Independent Accountants and (iii) restrictions or prohibitions on the disclosure of any
such reports, statements or other information or documents provided to it by such Independent Accountants.


 


ARTICLE
IX

APPLICATION OF FUNDS


 


Section 9.01.Disbursements
of Funds from Payment Account


 


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


 


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


 


(A)to pay
taxes, registration, registered office and filing fees, if any, of the Borrower or any subsidiary of the Borrower;


 


(B)(1)
first, to pay all out-of-pocket costs and expenses of the Collateral Agent incurred in connection with any sale of Collateral
or exercise of other remedial rights pursuant to Section 7.03; (2) second, to pay other Administrative Expenses in
accordance with the priorities specified in the definition thereof; provided that the amount in clause (2) shall
not exceed the Administrative Expense Cap for such Payment Date;


 


(C)prior
to the occurrence of a Default or an Event of Default, to the Collateral Manager to pay the Collateral Management Fee, plus any
Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds,
except, in each case, to the extent that the Collateral Manager elects to defer such current or previously due Collateral
Management Fee pursuant to this Agreement


 






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


 


(E)(1)
during the Reinvestment Period, prior to the occurrence of a Default or an Event of Default, (x) if the Borrowing Base Test or
the Net Equity Test is not satisfied as of the relevant Determination Date, to pay principal of the Advances of each Lender (pro
rata, based on each Lender’s Percentage) until each of the Borrowing Base Test and the Net Equity Test is satisfied (on
a pro forma basis as at such Determination Date) and (y) if the Cash Diversion Test is not satisfied as of the relevant
Determination Date, the remainder (A) to the Cash Diversion Reserve Account in an amount not to exceed the Cash Diversion Required
Amount or (B) in the case of an Equity Coverage Deficiency, to prepay the Advances in an amount sufficient to cure such Equity
Coverage Deficiency, and (2) after the occurrence and during the continuance of a Default or an Event of Default, to pay the principal
of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until paid in full;


 


(F)during
the Amortization Period, an amount equal to the Mandatory Amortization Amount;


 


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


 


(H)to pay
all other Obligations then due and owing (other than Advances Outstanding), including accrued and unpaid amounts owing to Affected
Persons (if any) under Sections 2.09 and 12.03;


 


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


 


(J)during
the Reinvestment Period, the remainder to be allocated at the discretion of the Collateral Manager (in written notice to the Agents
delivered on or prior to the related Determination Date) to any one or more of the following payments: (1) to the Principal Collection
Subaccount for the purchase of additional Collateral Loans and the funding of Delayed Drawdown Collateral Loans and Revolving Collateral
Loans, (2) to prepay the Advances, (3) for deposit into the Unfunded Reserve Account or (4) to the Borrower or its designee, which
amounts may be distributed to the Equityholder;


 


(K)after
the Reinvestment Period, to be allocated at the discretion of the Collateral Manager (in written notice to the Agents delivered
on or prior to the related Determination Date) to any one or more of the following payments: (1) to prepay the Advances or (2) for
deposit into the Unfunded Reserve Account until the amounts on deposit therein are equal to the Unfunded Reserve Required Amount;
and


 


(L)to the
Borrower or its designee, which amounts may be distributed to the Equityholder.


 






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(ii)On
each Payment Date, except for any Principal Proceeds that will be used to settle binding commitments entered into prior to the
related Determination Date for the purchase of Collateral Loans, Principal Proceeds on deposit in the Principal Collection Subaccount
to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next
succeeding Business Day) and that are not designated for reinvestment by the Collateral Manager and amounts on deposit in the Cash
Diversion Reserve Account designated for deposit into the Principal Collection Subaccount pursuant to Section 8.05 will
be transferred to the Payment Account to be applied in the following order of priority:


 


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


 


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


 


(C)for
deposit into the Unfunded Reserve Account until the amounts on deposit therein are equal to the Unfunded Reserve Required Amount;


 


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


 


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


 


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


 


ARTICLE
X

SALE OF COLLATERAL LOANS;

PURCHASE OF ADDITIONAL COLLATERAL LOANS


 


Section 10.01.Sales
of Collateral Loans


 


(a)Sales of
Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.03, the Collateral Manager on
behalf of the Borrower may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall
sell in the manner directed by the Collateral Manager, any Collateral Loan if such sale meets each of the requirements set forth
below:


 






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


 


(ii)upon
giving effect thereto and the application of the proceeds thereof, each Coverage Test is satisfied or, if it is not satisfied,
it is improved;


 


(iii)upon
giving effect thereto and the application of the proceeds thereof, each Collateral Quality Test is satisfied and each Concentration
Limitation is satisfied or, if it is not satisfied, it is improved; and


 


(iv)such
sale is made for Cash.


 


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


 


(b)Final Maturity
Date Sale. Not later than 10 days prior to the Final Maturity Date, the Collateral Manager shall solicit bids for the sale
of each remaining Collateral Loan to one or more buyers for a purchase price in cash payable on or prior to the Final Maturity
Date. The Collateral Loans shall be sold to the highest bidder(s) therefor at a price at least equal to the greater of (i) (x)
the sum of the Facility Amount plus (y) the aggregate of all other amounts owing by the Borrower on the Final Maturity Date
minus (z) the aggregate amount of cash and other Eligible Investments available for application as Principal Proceeds in
accordance with the Priority of Payments as of the Final Maturity Date and (ii) the aggregate Market Value of such Collateral Loans
being sold. The Collateral Manager shall furnish a certification to the Administrative Agent, the Custodian, the Collateral Agent,
and the Collateral Administrator prior to such sale that the purchase price satisfies the foregoing requirements. If the Administrative
Agent has not received such certification within ten (10) days of the Final Maturity Date, the Administrative Agent in its sole
discretion may arrange for the sale and liquidation of such remaining Collateral Loans during the final ten (10) days before the
Final Maturity Date.


 


(c)Sales of
Equity Securities. The Borrower may sell any Equity Security at any time without restriction, and shall use its commercially
reasonable efforts to effect the sale of any Equity Security, regardless of price, within forty-five (45) days of receipt if such
Equity Security constitutes Margin Stock, unless such sale is prohibited by Applicable Law or contract, in which case such Equity
Security should be sold as soon as such sale is permitted by Applicable Law or contract.


 


(d)Certain Restrictions.


 


(i)No
Collateral Loan may be sold to an Affiliate of the Borrower without the prior written consent of the Administrative Agent and,
in the case of a sale at a price less than the original percentage of par paid by the Borrower, the purchase price shall not be
less than the Market Value of such Collateral Loan.


 


(ii)The
Principal Balance of all Equityholder Collateral Loans (other than Warranty Collateral Loans) sold pursuant to Section 10.01(a)
to the Equityholder or an Affiliate thereof or released to the Equityholder pursuant to a dividend by the Borrower shall not in
any twelve-month period exceed 20% of the Equityholder Purchased Loan Balance measured as of the first day of such twelve-month
period.


 






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(iii)The
Principal Balance of all Defaulted Collateral Loans (other than Warranty Collateral Loans) that are Equityholder Collateral Loans
sold pursuant to Section 10.01(a) to the Equityholder or an Affiliate thereof or released to the Equityholder pursuant to
a dividend by the Borrower shall not in any twelve-month period exceed 10% of the Equityholder Purchased Loan Balance measured
as of the first day of such twelve-month period.


 


(e)Application
of Proceeds of Sales. The Collateral Manager on behalf of the Borrower shall deposit the proceeds of any sale effected pursuant
to this Section 10.01 into the Principal Collection Account for disbursement in accordance with Section 9.01(a)(ii).


 


Section 10.02.Purchase
of Additional Collateral Loans


 


On any date during
the Reinvestment Period, if no Event of Default has occurred and is continuing, the Collateral Manager on behalf of the Borrower
may, if each of the conditions specified in this Section 10.02 and Section 10.03 are met, invest Principal Proceeds
(and accrued interest received with respect to any Collateral Loan to the extent used to pay for accrued interest on additional
Collateral Loans) in additional Collateral Loans; provided that no Collateral Loan may be purchased unless each of the following
conditions are satisfied as of the date the Collateral Manager commits on behalf of the Borrower to make such purchase and after
giving effect to such purchase and all other sales or purchases previously or simultaneously committed to:


 


(i)such
obligation is a Collateral Loan and, if such Collateral Loan is intended to be treated as an Eligible Loan, the Borrower and the
Collateral Manager shall have received written notice from the Administrative Agent evidencing the approval of the Administrative
Agent in its sole discretion, in accordance with clause (A) of the definition of “Eligible Loan”;


 


(ii)each
Collateral Quality Test and each Concentration Limitation is satisfied; and


 


(iii)each
Coverage Test is satisfied.


 


Section 10.03.Conditions
Applicable to All Sale and Purchase Transactions


 


(a)Any transaction
effected under this Article X or in connection with the acquisition of additional Collateral Loans shall be for fair market
value and, if effected with a Person that is an Affiliate of the Collateral Manager (or with an account or portfolio for which
the Collateral Manager or any of its Affiliates serves as investment adviser), shall be (i) on terms no less favorable to the Borrower
than would be the case if such Person were not an Affiliate or as otherwise expressly permitted in this Agreement and (ii) effected
in accordance with all Applicable Laws.


 


(b)Upon each acquisition
by the Borrower of a Collateral Loan (i) all of the Borrower’s right, title and interest to such Collateral Loan shall be
subject to the Lien granted to the Collateral Agent pursuant to this Agreement and (ii) such Collateral Loan shall be Delivered
to the Collateral Agent.


 


Section 10.04.Additional
Equity Contributions


 


The Equityholder may,
but shall have no obligation to, at any time or from time to time make a capital contribution to the Borrower for any purpose,
including for the purpose of curing any Default, satisfying any Coverage Test, enabling the acquisition or sale of any Collateral
Loan or satisfying any conditions under Section 3.02. Each contribution shall either be made (a) in Cash, (b) by assignment
and contribution of an Eligible Investment and/or (c) by assignment of an Eligible Loan. All Cash contributed or loaned to the
Borrower shall be treated as Principal Proceeds, except to the extent that the Collateral Manager specifies that such Cash shall
constitute Interest Proceeds and shall be deposited into a Collection Account in accordance with Section 8.02 as designated
by the Collateral Manager.


 






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Section 10.05.Transfer
of Warranty Collateral Loans.


 


The Borrower may transfer
any Warranty Collateral Loan to the Equityholder, or to any third party at the Equityholder’s direction, to consummate the
sale or substitution of such Warranty Collateral Loan pursuant to, and in accordance with the terms of, Article VI of the Sale
Agreement.


 


ARTICLE
XI

THE AGENTS


 


Section 11.01.Authorization
and Action


 


(a)Each Lender
hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated
to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms
hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents
to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities,
duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document
to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed
to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated
hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall
be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect
to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which
exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility
Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document
or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s
consent may not be unreasonably withheld, provide for the exercise of such Agent’s reasonable discretion, or provide to a
similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or
exercise its discretion in an unreasonable manner.


 


(b)If the Collateral
Agent has been requested or directed by the Required Lenders to take any action pursuant to any provision of this Agreement or
any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested
in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably
satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing
such request or direction. No provision of this Agreement or any other Facility Document shall otherwise be construed to require
the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost,
expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability.
For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to take any action to exercise or enforce
any power, right or remedy available to it under this Agreement or any other Facility Document or any Related Document unless and
until directed by the Required Lenders (or the Administrative Agent on their behalf).


 






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


 


(d)If in performing
its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request
written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive
such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty
to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received
after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take,
action inconsistent with such instructions.


 


Section 11.02.Delegation
of Duties


 


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


 


Section 11.03.Agents’
Reliance, Etc.


 


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


 






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(b)No Agent shall
be liable for the actions of omissions of any other Agent (including concerning the application of funds), or under any duty to
monitor or investigate compliance on the part of any other Agent with the terms or requirements of this Agreement, any Facility
Document or any Related Document, or their duties hereunder or thereunder. Each Agent shall be entitled to assume the due
authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each
Notice of Borrowing received hereunder). No Agent shall be liable for any action taken in good faith and reasonably believed by
it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed,
or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing
to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal
on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the
Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be
proven by a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein
or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its own funds, or to take any
action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately
indemnified. No Agent shall be liable for any indirect, special, punitive or consequential damages (including lost profits) whatsoever,
even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge
or notice of any matter unless actually known to a Responsible Officer of such Agent, or unless and to the extent written notice
of such matter is received by such Agent at its address in accordance with Section 12.02. Any permissive grant of power
to an Agent hereunder shall not be construed to be a duty to act. Neither Agent shall be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement
order, approval or other paper or document. Neither Agent shall be liable for any error of judgment, or for any act done or step
taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing
in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission of its duties.


 


(c)No Agent shall
be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include
acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication
line failures, computer viruses, power failures, earthquakes or other disasters.


 


(d)The delivery
of reports and other documents and information to the Collateral Agent hereunder or under any other Facility Document is for informational
purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive notice
of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized
and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly stated in such
Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits,
protections and indemnities which are afforded to it in this Agreement.


 






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(e)Each Lender
acknowledges that, except as expressly set forth in this Agreement, neither Agent has made any representation or warranty to it,
and that no act by either Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs
of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to any Secured Party as to any matter.
Each Lender represents to each Agent that it has, independently and without reliance upon such Agent and based on such documents
and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower and the Collateral Manager, and made its own decision
to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will,
independently and without reliance upon either Agent or any other Secured Party and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement
and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects,
operations, property, financial and other condition and creditworthiness of the Borrower and the Collateral Manager. Neither Agent
shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business,
prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Collateral Manager which may
come into the possession of such Agent.


 


Section 11.04.Indemnification


 


Each of the Lenders
agrees to indemnify and hold the Agents harmless (to the extent not reimbursed by or on behalf of the Borrower pursuant to Section
12.04 or otherwise) from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the
Agents in any way relating to or arising out of this Agreement or any other Facility Document or any Related Document or any action
taken or omitted by the Agents under this Agreement or any other Facility Document or any Related Document; provided that
no Lender shall be liable to any Agent for any portion of such Liabilities resulting from such Agent’s gross negligence or
willful misconduct; and provided, further, that no Lender shall be liable to the Collateral Agent for any
portion of such Liabilities unless such Liabilities are imposed on, incurred by, or asserted against the Collateral Agent as a
result of any action taken, or not taken, by the Collateral Agent at the direction of the Administrative Agent or such Lender or
Lenders, as the case may be, in accordance with the terms and conditions set forth in this Agreement (it being understood and agreed
that the Collateral Agent shall be under no obligation to exercise or to honor any of the rights or powers vested in it by this
Agreement at the request or direction of the Administrative Agent or any of the Lenders (or other Persons authorized or permitted
under the terms hereof to make such request or give such direction) pursuant to this Agreement or any of the other Facility Document,
unless the Administrative Agent or such Lenders shall have provided to the Collateral Agent security or indemnity reasonably satisfactory
to it against the costs, expenses (including reasonable and documented attorney’s fees and expenses) and Liabilities which
might reasonably be incurred by it in compliance with such request or direction, whether such indemnity is provided under this
Section 11.04 or otherwise). The rights of the Agents and obligations of the Lenders under or pursuant to this Section
11.04 shall survive the termination of this Agreement, and the earlier removal or resignation of the any Agent hereunder.


 


Section 11.05.Successor
Agents


 


(a)Subject to the
terms of this Section 11.05, each Agent may, upon thirty (30) days’ notice to the Lenders and the Borrower, resign
as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign, then the Required Lenders shall appoint
a successor agent. If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30)
days of notice of resignation, such Agent may appoint a successor agent. The appointment of any successor Agent shall be subject
to the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that
the consent of the Borrower to any such appointment shall not be required if (i) an Event of Default shall have occurred and is
continuing or (ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an
Agent shall be effective upon the appointment of a successor agent pursuant to this Section 11.05. After the effectiveness
of any retiring Agent’s resignation hereunder as Agent, the retiring Agent shall be discharged from its duties and obligations
hereunder and under the other Facility Documents and the provisions of this Article XI shall continue in effect for its
benefit with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the other
Facility Documents.


 






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(b)Any Person (i)
into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the
Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent
substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the
parties to this Agreement.


 


(c)Subject to the
terms of this Section 11.05(c) the Administrative Agent may, upon thirty (30) days’ notice to the Collateral Manager,
Collateral Agent, the Lenders and the Borrower, remove and discharge the Collateral Agent from the performance of its obligations
under this Agreement and under the other Facility Documents without cause at any time. If the Collateral Agent shall be removed
pursuant to this Section 11.05(c), then the Administrative Agent during such thirty (30) day period shall appoint a successor
Collateral Agent. The appointment of any successor Collateral Agent pursuant to this Section 11.05(c) shall be subject to
the prior written consent of the Borrower (provided that no Event of Default has occurred and is continuing) and the Required
Lenders. If the Collateral Agent is removed pursuant to this Section 11.05(c), the Collateral Agent shall be removed in
all other capacities in which it serves under this Agreement and under any of the other Facility Documents (including in its capacity
as Custodian). Any removal of the Collateral Agent pursuant to this Section 11.05(c) shall be effective upon the appointment
of a successor Collateral Agent pursuant to this Section 11.05(c) and the acceptance of such appointment by such successor.
After the effectiveness of any removal of the Collateral Agent pursuant to this Section 11.05(c), the Collateral Agent shall
be discharged from its duties and obligations hereunder and under the other Facility Documents (but not in its capacity as Lender,
if applicable) and the provisions of this Article XII and Section 11.05(c) shall continue in effect for its benefit
with respect to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and under
the other Facility Documents. In the event a successor Collateral Agent shall not be appointed within such thirty (30) day period,
the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent.


 


ARTICLE
XII

MISCELLANEOUS


 


Section 12.01.No
Waiver; Modifications in Writing


 


(a)No failure or
delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document, and any consent
to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement
or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given.
No notice to or demand on the Borrower or the Collateral Manager in any case shall entitle the Borrower or the Collateral Manager
to any other or further notice or demand in similar or other circumstances.


 






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


 


(i)any
Fundamental Amendment shall require the written consent of all Lenders; and


 


(ii)no
such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent hereunder
without the prior written consent of such Agent.


 


Section 12.02.Notices,
Etc.


 


(a)Except where
telephonic instructions are authorized herein to be given, all notices, demands, instructions and other communications required
or permitted to be given to or made upon any party hereto shall be in writing and shall be personally delivered or sent by registered,
certified or express mail, postage prepaid, or by facsimile transmission, or by prepaid courier service, or by electronic mail
(if the recipient has provided an email address in Schedule 6), and shall be deemed to be given for purposes of this
Agreement on the day that such writing is received by the intended recipient thereof in accordance with the provisions of this
Section 12.02. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this
Section 12.02, notices, demands, instructions and other communications in writing shall be given to or made upon the respective
parties hereto at their respective addresses (or to their respective facsimile numbers or email addresses) indicated in Schedule
6, and, in the case of telephonic instructions or notices, by calling the telephone number or numbers indicated for such party
in Schedule 6.


 


(b)BNYM (in any
of its capacities hereunder) 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 BNYM an incumbency certificate listing such designated persons, which such incumbency certificate
shall be amended and replaced whenever a person is to be added or deleted from the listing. If any party hereto elects to give
BNYM e-mail or facsimile instructions (or instructions by a similar electronic method), BNYM’s understanding of such instructions
shall be deemed controlling. BNYM shall not be liable for any losses, costs or expenses arising directly or indirectly from BNYM's
reasonable, good faith reliance upon and compliance with such instructions. Each of the parties hereto agrees to assume all risks
arising out of its respective use of such electronic methods to submit instructions and directions to BNYM, including without limitation
the risk of BNYM acting on unauthorized instructions, and the risk of interception and misuse by third parties.


 


Section 12.03.Taxes


 


(a)Any and all
payments by, or on account of any obligation of, the Borrower to or for the account of any Secured Party under any Facility Document
shall be made free and clear of and without deduction for any and all present or future Taxes with respect thereto, unless required
by Law. If the Borrower or the Administrative Agent shall be required by Law (or by the interpretation or administration thereof)
to deduct or withhold any Taxes from or in respect of any sum payable by it hereunder, under any Note or under any other Facility
Document to any Secured Party, (i) the sum payable by the Borrower shall be increased as may be necessary so that after making
all required deductions (including deductions applicable to additional sums payable under this Section 12.03) such Secured
Party receives an amount equal to the sum it would have received had no deductions of Non-Excluded Taxes or Other Taxes been made,
(ii) the Borrower shall make such deductions, and (iii) the Borrower shall timely pay the full amount deducted to the relevant
taxing Governmental Authority in accordance with Applicable Law.


 






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(b)In addition,
the Borrower agrees to timely pay any present or future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies (other than Other Connection Taxes imposed with respect to an assignment except for an assignment made pursuant
to Sections 2.16 or 12.03(g)) which arise from any payment made by the Borrower hereunder, under the Notes or under
any other Facility Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the
Notes or under any other Facility Document (collectively, the “Other Taxes”).


 


(c)The Borrower
agrees to indemnify each of the Secured Parties for (i) the full amount of Non-Excluded Taxes or Other Taxes (including any Non-Excluded
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 12.03) paid by any Secured
Party (or required to be deducted from payments to a Secured Party) and (ii) any reasonable expenses arising from Non-Excluded
Taxes or Other Taxes or with respect thereto, in each case whether or not such Non-Excluded Taxes or Other Taxes were correctly
or legally imposed or asserted by the relevant taxing Governmental Authority. Payments by Borrower pursuant to this indemnification
shall be made promptly following the date the Secured Party makes written demand therefor, which demand shall be accompanied by
a certificate describing in reasonable detail the basis thereof. Such certificate shall be presumed to be correct absent manifest
error.


 


(d)Promptly after
the date of any payment of Taxes pursuant to this Section 12.03 or Other Taxes, the Borrower will furnish to each Agent
the original or a certified copy of a receipt issued by the relevant taxing Governmental Authority evidencing payment thereof (or
other evidence of payment as may be reasonably satisfactory to such Agent).


 


(e)If any payment
is made by the Borrower (or the Collateral Manager on its behalf) to or for the account of any Secured Party after deduction for
or on account of any Non-Excluded Taxes or Other Taxes, and an indemnity payment or additional amounts are paid by the Borrower
pursuant to this Section 12.03, then, if such Secured Party in its sole discretion, but acting in good faith, determines
that it is entitled to a refund of such Non-Excluded Taxes or Other Taxes, such Secured Party shall, to the extent that it can
do so without prejudice apply for such refund and reimburse the Borrower (or the Collateral Manager, as applicable) such amount
of any refund received (net of reasonable out-of-pocket expenses incurred) as such Secured Party shall determine in its sole discretion,
but acting in good faith, to be attributable to the relevant Non-Excluded Taxes or Other Taxes; provided that in the event
that such Secured Party is required to repay such refund to the relevant taxing authority, the Borrower agrees to return the refund
to such Secured Party. Notwithstanding anything to the contrary in this paragraph (e), in no event will the Secured Party
be required to pay any amount to an indemnifying party pursuant to this paragraph (e) the payment of which would place the
Secured Party in a less favorable net after-Tax position than the Secured Party would have been in if the Tax subject to indemnification
and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional
amounts with respect to such Tax had never been paid.


 


(f)Each Secured
Party and each Participant that is entitled to an exemption from or reduction of withholding Tax with respect to payments made
under this Agreement or any Facility Document shall deliver to the Borrower and each Agent, at the time or times reasonably requested
by the Borrower or such Agent, such properly completed and executed documentation reasonably requested by the Borrower or such
Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, each
Secured Party and each Participant, if reasonably requested by the Borrower or any Agent, shall deliver such other documentation
prescribed by applicable Law or reasonably requested by the Borrower or such Agent as will enable the Borrower or such Agent to
determine whether or not such Secured Party or Participant is subject to backup withholding or information reporting requirements. 
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation
(other than such documentation set forth in subclauses (i) through (iv) of this Section 12.03(f) and Section
12.03(h)) shall not be required if in the Secured Party’s reasonable judgment such completion, execution or submission
would subject such Secured Party to any material unreimbursed cost or expense or would materially prejudice the legal or commercial
position of such Secured Party. Without limiting the generality of the foregoing:


 






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(i)Each
Secured Party and each Participant that is a U.S. person as that term is defined in Section 7701(a)(30) of the Code hereby agrees
that it shall, no later than the Closing Date or, in the case of a Secured Party or a Participant which becomes a party hereto
pursuant to Section 12.06, the date upon which such Secured Party becomes a party hereto or Participant herein, deliver
to the Borrower and each Agent, if applicable, two accurate, complete and signed copies of U.S. Internal Revenue Service Form W-9
or any successor form, certifying that such Secured Party or Participant is on the date of delivery thereof entitled to an exemption
from U.S. backup withholding Tax.


 


(ii)Each
Secured Party or Participant that is organized under the laws of a jurisdiction outside than the United States (a “Non-U.S.
Lender”) shall, no later than the date on which such Secured Party becomes a party hereto or a Participant herein pursuant
to Section 12.06, deliver to the Borrower and each Agent two properly completed and duly executed copies of either U.S.
Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY or any subsequent versions thereof or successors thereto, in each
case (a) claiming a complete exemption from U.S. federal withholding Tax, or (b) if, due to a change in law occurring after the
date of this Agreement, such Non-U.S. Lender is not entitled to a complete exemption from U.S. federal withholding Tax, to the
extent that such Non-U.S. Lender is legally entitled to do so, claiming a reduced rate of U.S. federal withholding Tax, in each
case, with respect to payments of interest hereunder.


 


(iii)In
addition, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c)
of the Code, such Non-U.S. Lender hereby represents that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the
Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled
foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender
agrees that it shall promptly notify the Borrower and each Agent in the event any such representation is no longer accurate.


 


(iv)The
forms listed under this Section 12.03(f) shall be delivered by each Non-U.S. Lender on or before the date it becomes a party
to this Agreement or Participant herein and on or before the date, if any, such Non-U.S. Lender designates a New Lending Office.
In addition, each Non-U.S. Lender agrees that, from time to time after the Closing Date, such Non-U.S. Lender shall deliver
the forms described above, as applicable, as promptly as practicable after (i) receipt of a reasonable written request therefor
from the Borrower or an Agent or (ii) when a lapse in time or change in circumstance renders a previously provided form or certificate
obsolete or inaccurate. Notwithstanding any other provision of this Section 12.03, a Non-U.S. Lender shall not be required
to deliver any form after the Closing Date pursuant to this Section 12.03(f) that such Non-U.S. Lender is not legally able
to deliver.


 






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(g)If any Secured
Party requires the Borrower to pay any additional amount to such Secured Party or any Governmental Authority for the account of
such Secured Party or to indemnify such Secured Party pursuant to this Section 12.03, then such Secured Party shall use
reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or affiliates, if such Secured Party determines, in its sole discretion
that such designation or assignment (i) would eliminate or reduce amounts payable pursuant to this Section 12.03 in the
future and (ii) would not subject such Secured Party to any unreimbursed cost or expense and would not otherwise be disadvantageous
to such Secured Party. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Secured Party in connection
with any such designation or assignment.


 


(h)If a payment
made to a Secured Party under this Agreement or any Facility Document would be subject to U.S. federal withholding Tax imposed
by FATCA if such Secured Party were to fail to comply with the applicable reporting requirements of FATCA, such Secured Party shall
deliver to the Borrower and each Agent such documentation prescribed by Law or as is reasonably requested by the Borrower and the
Agent sufficient for the Borrower and the Agent to comply with their obligations under FATCA and to determine that such Secured
Party has complied with such applicable reporting requirements or to determine the amount to deduct and withhold from such payment.
Solely for purposes of this paragraph (i), “FATCA” shall include any amendments made to FATCA after the date of this
Agreement.


 


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


 


(j)Each Lender
shall severally indemnify each Agent, within 10 days after demand therefor, for (i) any Non-Excluded Taxes attributable to such
Lender (but only to the extent that the Borrower has not already indemnified such Agent for such Non-Excluded Taxes and without
limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the
provisions of Section 12.06(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable
to such Lender, in each case, that are payable or paid by such Agent in connection with any Facility Document, and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by
the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the
applicable Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent to set off and apply any and
all amounts at any time owing to such Lender under any Facility Document or otherwise payable by such Agent to the Lender from
any other source against any amount due to such Agent under this paragraph (j).


 


Section 12.04.Costs
and Expenses; Indemnification


 


(a)The Borrower
agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of the Agents in connection with
the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents,
including the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and one outside
counsel for the Collateral Agent, costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s
security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search
fees, UCC filing fees and the equivalent thereof in any foreign jurisdiction, if applicable, and all other related fees and expenses
in connection therewith; and in connection with the administration and any modification or amendment of this Agreement, the Notes
or any other Facility Document and advising the Agents as to their respective rights, remedies and responsibilities. The Borrower
agrees to promptly pay on demand all reasonable and documented costs and expenses of each of the Secured Parties in connection
with the enforcement of this Agreement, the Notes or any other Facility Document, including all reasonable and documented costs
and expenses incurred by the Collateral Agent in connection with the preservation, collection, foreclosure or enforcement of the
Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent or in connection with
the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based
upon the Obligations in any insolvency proceeding, including all reasonable fees and disbursements of attorneys, accountants, auditors,
consultants, appraisers and other professionals engaged by the Collateral Agent. Without prejudice to its rights hereunder, the
expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under
any applicable bankruptcy law.


 






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(b)The Borrower
agrees to indemnify and hold harmless each Secured Party and each of their Affiliates and the respective officers, directors, employees,
agents, managers of, and any Person controlling any of, the foregoing (each, an “Indemnified Party”) from and
against any and all Liabilities that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising
out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise
arising out of or incurred in connection with this Agreement, any other Facility Document, any Related Document or any transaction
contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), including any such Liability
that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for
a defense of any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement, any other
Facility Document, any Related Document or any of the transactions contemplated hereby or thereby; (ii) any breach or alleged breach
of any covenant by the Borrower contained in any Facility Document; (iii) any representation or warranty made or deemed made by
the Borrower contained in any Facility Document or in any certificate, statement or report delivered in connection therewith is,
or is alleged to be, false or misleading; (iv) any failure by the Borrower to comply with any Applicable Law or contractual obligation
binding upon it; (v) any failure to vest, or delay in vesting, in the Collateral Agent (for the benefit of the Secured Parties)
a perfected security interest in all of the Collateral free and clear of all Liens (other than Permitted Liens); (vi) any action
or omission, not expressly authorized by the Facility Documents, by the Borrower or any Affiliate of the Borrower which has the
effect of impairing the validity or enforceability of the Collateral or the rights of the Agents or the other Secured Parties with
respect thereto; (vii) the failure to file, or any delay in filing, financing statements, continuation statements or the equivalent
thereof in any foreign jurisdiction or other similar instruments or documents under the UCC of any applicable jurisdiction or other
Applicable Law with respect to any Collateral, whether at the time of any Advance or at any subsequent time; (viii) any dispute,
claim, offset or defense (other than the discharge in bankruptcy of an Obligor) of an Obligor to the payment with respect to any
Collateral (including a defense based on any Collateral Loan (or the Related Documents evidencing such Collateral Loan) not being
a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms, except to the extent
such unenforceability due to the bankruptcy of such Obligor), or any other claim resulting from any related property securing such
Collateral Loan; (ix) the commingling of Collections on the Collateral at any time with other funds; (x) any failure by the Borrower
to give reasonably equivalent value to the applicable seller, in consideration for the transfer by such seller to the Borrower
of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision
or common law or equitable action, including any provision of the Bankruptcy Code; (xi) the failure of the Borrower, the Collateral
Manager or any of their respective agents or representatives to remit to the Collection Account, within one (1) Business Day of
receipt, Collections on the Collateral Loans remitted to the Borrower, the Collateral Manager or any such agent or representative
as provided in this Agreement; and (xii) any Default or Event of Default; except to the extent any such Liability is found
in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Party’s
gross negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this
paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by
the Borrower, any of the Borrower’s equityholders or creditors, an Indemnified Party or any other Person, whether or not
an Indemnified Party is otherwise a party hereto. The Borrower shall not have any liability hereunder to any Indemnified Party
to the extent an Indemnified Party affects any settlement of a matter that is (or could be) subject to indemnification hereunder
without the prior written consent of the Borrower. In no case shall the Borrower be responsible for any Indemnified Party’s
lost revenues or lost profits or for any indirect, special, punitive or consequential damages. This Section 12.04(b) shall
not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 






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Section 12.05.Execution
in Counterparts


 


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


 


Section 12.06.Assignability


 


(a)Subject to the
conditions set forth in this Section 12.06, each Lender may, with the consent of the Administrative Agent and the Borrower,
assign to an assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of its Advances
Outstanding or interests therein owned by it, together with ratable portions of its Commitment); provided that such consent
shall be deemed to have been granted by the Borrower if the Borrower shall not have objected in writing within five (5) Business
Days of receipt of any such request for consent; and provided, further, that:


 


(i)each
of the Borrower’s and the Administrative Agent’s consent to any such assignment (A) shall not be unreasonably withheld
or delayed and (B) shall not be required if the assignee is a Permitted Assignee with respect to such assignor; and


 


(ii)the
Borrower’s consent to any such assignment pursuant to this Section 12.06(a) shall not be required if an Event of Default
shall have occurred (and not been waived by the Lenders in accordance with Section 12.01).


 


The parties to each
such assignment shall execute and deliver to the Administrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance
and the applicable tax forms required by Sections 12.03(f) and 12.03(h), together with administrative details for
the applicable assignee (if such assignee is not a current Lender). Notwithstanding any other provision of this Section 12.06,
(x) no assignment by any Lender to the Borrower or any of its Affiliates shall be permitted unless each Lender has been offered
the opportunity to participate in any such assignment on a pro rata basis on the same terms, and (y) no assignment shall be made
to any Defaulting Lender, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described
in this clause (y).


 


(b)The Borrower
may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Administrative
Agent and the Lenders.


 


(c) i)Any Lender
may, without the consent of the Borrower, sell participations to Participants in all or a portion of such Lender’s rights
and obligations under this Agreement; provided that (A) such Lender’s obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations,
(C) such Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement, and (D) each Participant shall have agreed to be bound by this
Section 12.06(c), Section 12.06(e), Section 12.09 and Section 12.16. Any agreement pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide
that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Sections 2.09, 2.10,
and 12.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment pursuant to
clause (a) of this Section; provided that (x) such Participant agrees to be subject to the provisions of Sections
2.16, 12.03(f) and 12.03(h) as if it were an assignee under clause (a) of this Section and (y) no Participant
shall be entitled to any amount under Section 2.09, 2.10, or 12.03 which is greater than the amount the related
Lender would have been entitled to under any such Sections or provisions if the applicable participation had not occurred.


 






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(ii)In
the event that any Lender sells participations in any portion of its rights and obligations hereunder, such Lender as nonfiduciary
agent for the Borrower shall maintain a register on which it enters the name of all participants in the Advances held by it and
the principal amount (and stated interest thereon) of the portion of the Advance which is the subject of the participation (the
“Participant Register”). An Advance may be participated in whole or in part only by registration of such participation
on the Participant Register (and each Note, if any, shall expressly so provide). The Participant Register shall be available for
inspection by the Borrower to the extent necessary for the Borrower to establish that such commitment, loan or other obligation
is in registered form under Section 5f.103-1 of the United States Treasury Regulations or for the Borrower or any Agent to satisfy
any information reporting requirement with respect to payments made to such Participant. The entries in the Participant Register
shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance
of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 


(d)The Collateral
Agent, on behalf of and acting solely for this purpose as the nonfiduciary agent of the Borrower, shall maintain at its address
specified in Section 12.02 or such other address as the Collateral Agent shall designate in writing to the Lenders,
a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and
a register (the “Register”) for the recordation of the names and addresses of the Lenders and the aggregate
outstanding principal amount of the Advances Outstanding maintained by each Lender under this Agreement (and any stated interest
thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower,
the Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes
of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from
time to time upon reasonable prior notice. An Advance (and a Note, if any, evidencing the same) may be assigned or sold in whole
or in part only by registration of such assignment or sale on the Register (and each Note, if any, shall expressly so provide)
and compliance with this Section 12.06.


 


(e)Notwithstanding
anything to the contrary set forth herein or in any other Facility Document, each Lender hereunder, and each Participant, must
at all times be a “qualified purchaser” as defined in the Investment Company Act (a “Qualified Purchaser”)
and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (a “QIB”).
Each Lender represents to the Borrower, (i) on the date that it becomes a party to this Agreement (whether by being a signatory
hereto or by entering into an Assignment and Acceptance) and (ii) on each date on which it makes an Advance hereunder, that it
is a Qualified Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant any participations in, any of
its Advances or its Commitment to any Person unless such Person is a Qualified Purchaser and a QIB.


 






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(f)Notwithstanding
any other provision of this Section 12.06, any Lender may at any time pledge or grant a security interest in all or any
portion of its rights (including rights to payment of principal and interest) under this Agreement to secure obligations of such
Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the Borrower
or the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or grantee for such Lender as a party hereto.


 


Section 12.07.Governing
Law


 


THIS AGREEMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER
IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FACILITY DOCUMENT (EXCEPT,
AS TO ANY OTHER FACILITY DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


Section 12.08.Severability
of Provisions


 


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


 


Section 12.09.Confidentiality


 


Each Secured Party
agrees to keep confidential, in accordance with procedures adopted by such Secured Party that are reasonably designed to assure
the protection of confidential information delivered or disclosed to such Secured Party, all information provided to it by the
Borrower or the Collateral Manager with respect to the Borrower, its Affiliates, the Collateral, the Related Documents, the Obligors,
the Collateral Manager or any other information furnished to such Secured Party under or in connection with this Agreement (collectively,
the “Borrower Information”); provided that nothing herein shall prevent any Secured Party from disclosing
any Borrower Information (a) in connection with this Agreement and the other Facility Documents and not for any other purpose,
(i) to any Secured Party or any Affiliate of a Secured Party, or (ii) any of their respective Affiliates, employees, directors,
auditors, agents, attorneys, accountants and other professional advisors (collectively, the “Secured Party Representatives”),
it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Borrower
Information and instructed to keep such Borrower Information confidential, (b) subject to an agreement to comply with the provisions
of this Section and to use the Borrower Information only in connection with this Agreement and the other Facility Documents and
not for any other purpose, to any actual or bone fide prospective permitted assignees and Participants in any of the Secured Parties’
interests under or in connection with this Agreement or any actual or prospective party (or its Secured Party Representatives)
to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations,
this Agreement or payments hereunder, (c) to any Governmental Authority with jurisdiction over any Secured Party or any of its
Affiliates or any Secured Party Representative, (d) in response to any order of any court or other Governmental Authority or as
may otherwise be required to be disclosed pursuant to any Applicable Law (provided that such Secured Party will, to the extent
permitted by law, endeavor to promptly notify the Borrower and the Collateral Manager in advance of such pending disclosure), (e)
that is a matter of general public knowledge or that has heretofore been made available to the public by any Person other than
any Secured Party or any Secured Party Representative, (f) in connection with the exercise of any remedy hereunder or under any
other Facility Document or any action or proceeding relating to this Agreement or any other Facility Document or the enforcement
of rights hereunder or thereunder, (g) to the extent required or requested by any regulatory authority purporting to have jurisdiction
over such Person or its Secured Party Representatives (including any self-regulatory authority, such as the National Association
of Insurance Commissioners), (h) on a confidential basis to (i) any rating agency in connection with rating the Borrower or the
credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and
monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, or (i) with
the consent of the Borrower.


 






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Section 12.10.Merger


 


This Agreement and
the other Facility Documents executed by the Administrative Agent or the Lenders taken as a whole incorporate the entire agreement
between the parties hereto and thereto concerning the subject matter hereof and thereof and this Agreement and such other Facility
Documents supersede any prior agreements among the parties relating to the subject matter thereof.


 


Section 12.11.Survival


 


All representations
and warranties made hereunder, in the other Facility Documents and in any certificate delivered pursuant hereto or thereto or in
connection herewith or therewith shall survive the execution and delivery of this Agreement and the making of the Advances hereunder.
The agreements in Sections 2.04(e), 2.09, 2.10, 2.12, 12.03, 12.04, 12.09, 12.16 and 12.17 and this Section
12.11 shall survive the termination of this Agreement in whole or in part, the payment in full of the principal of and interest
on the Advances, any foreclosure under, or modification, release or discharge of, any or all of the Related Documents and
the resignation or replacement of any Agent.


 


Section 12.12.Submission
to Jurisdiction; Waivers; Etc.


 


Each party hereto hereby
irrevocably and unconditionally:


 


(a)submits for
itself and its property in any legal action or proceeding relating to this Agreement or the other Facility Documents to which it
is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of
the courts of the State of New York in the Borough of Manhattan, the courts of the United States of America for the Southern District
of New York, and the appellate courts of any of them;


 


(b)consents that
any such action or proceeding may be brought in any court described in Section 12.12(a) and waives to the fullest extent
permitted by Applicable Law any objection that it may now or hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;


 


(c)agrees that
service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 12.02 or at
such other address as may be permitted thereunder;


 






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(d)agrees that
nothing herein shall affect the right to effect service of process in any other manner permitted by law; and


 


(e)waives, to the
maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding against any Secured
Party arising out of or relating to this Agreement or any other Facility Document any special, exemplary, punitive or consequential
damages.


 


Section 12.13.IMPORTANT
WAIVERS


 


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; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT THE INDEMNIFICATION
OBLIGATIONS OF THE BORROWER OR THE COLLATERAL MANAGER PURSUANT TO SECTION 12.04(B) AND SECTION 14.06(B), RESPECTIVELY.
NO PARTY OR INDEMNIFIED PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION
OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION
WITH ANY FACILITY DOCUMENT OR THE TRANSACTIONS.EACH PARTY CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY
OR AN INDEMNIFIED PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY OR AN INDEMNIFIED PARTY WOULD NOT SEEK TO
ENFORCE ANY OF THE WAIVERS IN THIS SECTION 12.13 IN THE EVENT OF LITIGATION OR OTHER CIRCUMSTANCES. THE SCOPE OF SUCH WAIVERS IS
INTENDED TO BE ALL–ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER
OF THE FACILITY DOCUMENTS, REGARDLESS OF THEIR LEGAL THEORY.EACH PARTY ACKNOWLEDGES THAT THE WAIVERS IN THIS SECTION 12.13 ARE
A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT SUCH PARTY HAS ALREADY RELIED ON SUCH WAIVERS IN ENTERING INTO
THE FACILITY DOCUMENTS, AND THAT SUCH PARTY WILL CONTINUE TO RELY ON SUCH WAIVERS IN THEIR RELATED FUTURE DEALINGS UNDER THE FACILITY
DOCUMENTS. EACH PARTY FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED SUCH WAIVERS WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY
AND VOLUNTARILY WAIVES ITS RIGHT TO A JURY TRIAL AND OTHER RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.THE WAIVERS IN THIS
SECTION 12.13 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND SHALL APPLY TO ANY
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO ANY OF THE FACILITY DOCUMENTS. IN THE EVENT OF LITIGATION, THIS AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.(f)THE PROVISIONS OF THIS SECTION 12.13 SHALL SURVIVE TERMINATION
OF THE FACILITY DOCUMENTS AND THE INDEFEASIBLE PAYMENT IN FULL OF THE OBLIGATIONS.


 






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Section 12.14.PATRIOT
Act Notice


 


Each Agent and Lender
hereby notifies the Borrower that, pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name and address of the Borrower and other information
that will allow such Agent or Lender to identify the Borrower in accordance with the PATRIOT Act. The Borrower shall provide, to
the extent commercially reasonable, such information and take such actions as are reasonably requested by any Lender or Agent in
order to assist such Lender or Agent, as applicable, in maintaining compliance with the PATRIOT Act.


 


Section 12.15.Legal
Holidays


 


In the event that the
date of prepayment of Advances or the Final Maturity Date shall not be a Business Day, then notwithstanding any other provision
of this Agreement or any other Facility Document, payment need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the nominal date of any such date of prepayment or Final Maturity Date,
as the case may be, and interest shall accrue on such payment for the period from and after any such nominal date to but excluding
such next succeeding Business Day.


 


Section 12.16.Non-Petition


 


Each of the Collateral
Manager and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage any other Person in
instituting against, the Borrower any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation
proceeding or other proceeding under federal or state bankruptcy or similar laws until at least one year and one day, or, if longer,
the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the
termination of all Commitments; provided that nothing in this Section 12.16 shall preclude, or be deemed to prevent,
any Secured Party (a) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if
longer, the applicable preference period then in effect, in (i) any case or proceeding voluntarily filed or commenced by the Borrower
or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than any such Secured
Party, or (b) from commencing against the Borrower or any properties of the Borrower any legal action which is not a bankruptcy,
reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or
state bankruptcy or similar laws.


 


Section 12.17.Waiver
of Setoff


 


Each of the Borrower
and the Collateral Manager hereby waives any right of setoff it may have or to which it may be entitled under this Agreement or
any Applicable Law from time to time against the Administrative Agent, any Lender or its respective assets.


 






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Section 12.18.Option
to Acquire Rating


 


Each party hereto hereby
acknowledges and agrees that the Administrative Agent (at the expense of the Lender or Lenders requesting such rating) may, at
any time and in its sole discretion, obtain a public rating for the loan facility evidenced by this Agreement. The Borrower and
the Collateral Manager hereby agree to use commercially reasonable efforts, at the request of the Administrative Agent, to cooperate
with the acquisition and maintenance of any such rating.


 


ARTICLE
XIII


 


CUSTODIAN


 


Section 13.01.Appointment
of Custodian


 


(a)Appointment
and Acceptance. The Borrower and the Agents each hereby appoints the Custodian as document custodian of the Loan Files delivered
to it for all Collateral Loans owned by the Borrower at any time during the term of this Agreement, on the terms and conditions
set forth in this Agreement (which shall include any addendum hereto which is hereby incorporated herein and made a part of this
Agreement), and the Custodian hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement
with respect to it, subject to and in accordance with the provisions hereof.


 


(b)Instructions.
The Borrower agrees that it shall from time to time provide, or cause to be provided, to the Custodian all necessary instructions
and information, and shall respond promptly to all inquiries and requests of the Custodian as may reasonably be necessary to enable
the Custodian to perform its duties hereunder.


 


(c)Collateral
Agent. The Custodian shall take and retain custody of the Loan Files delivered by the Borrower hereunder in accordance with
the terms and conditions of this Agreement, all for the benefit of the Collateral Agent and the other Secured Parties, in order
to perfect under the UCC the Collateral Agent’s security interest therein for the benefit of the Secured Parties. In taking
and retaining custody of the Loan Files, the Custodian shall be deemed to be acting as the agent of Collateral Agent for the benefit
of the Secured Parties; provided that the Custodian makes (a) no warranty or representation and shall have no responsibility
for the enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Collateral
Loans and (b) no representation as to the existence, perfection or priority of any lien on the Collateral Loans or the Required
Loan Documents. It is expressly agreed and acknowledged that the Custodian is not guaranteeing performance of or assuming any liability
for the obligations of the other parties hereto or any parties to the Collateral Loans.


 


Section 13.02.Duties
of Custodian


 


(a)Segregation.
All Loan Files held by the Custodian for the account of the Borrower hereunder shall be (a) subject to the lien of the Collateral
Agent on behalf of the Secured Parties, (b) physically segregated from other loans and non-cash property in the possession of the
Custodian and (c) identified by the Custodian as subject to this Agreement.


 






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(b)Register.
The Custodian shall maintain a register (in book-entry form or in such other form as it shall deem necessary or desirable) of the
Collateral Loans for which it holds Loan Files under this Agreement containing such information as the Borrower and the Custodian
may reasonably agree; provided that, with respect to such Collateral Loans, all Loan Files shall be held in safekeeping
by the Custodian, individually segregated from the securities and investments of any other Person and marked so as to clearly identify
such Loan Files as the property of the Borrower as set forth in this Agreement.


 


Section 13.03.Delivery
of Collateral Loans to Custodian.


 


(a)The Collateral
Manager (on behalf of the Borrower) shall deliver, or cause to be delivered (which may be via email) on or before the applicable
Borrowing Date to the Custodian all of the Loan Files for each Collateral Loan owned by the Borrower at any time during the term
of this Agreement at the address identified herein. The Custodian shall not be responsible for any Collateral Loan or related Loan
File until actually received by it. In connection with each delivery of a Loan File to the Custodian, the Collateral Manager shall
represent and warrant that the Loan Files delivered to the Custodian include all of the documents listed in the related Document
Checklist and all of such documents and the information contained in the Trade Confirmation are complete in all material respects.


 


(b) (1)Promptly
after the acquisition of any Collateral Loan, the Collateral Manager (on behalf of the Borrower) shall deliver or cause to be delivered
(which may be via email) to the Collateral Agent with a copy to the Custodian and the Administrative Agent a properly completed
Trade Confirmation, if any, on which the Custodian may conclusively rely without further inquiry or investigation, and shall deliver
to the Custodian the Loan Files for all Collateral Loans.


 


(ii)Notwithstanding
anything herein to the contrary, delivery of the Collateral Loans acquired by the Borrower which constitute Noteless Loans or which
are otherwise not evidenced by a “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47)
of the UCC, respectively, shall be made by delivery to the Custodian of a copy of the loan register with respect to such Noteless
Loan evidencing registration of such Collateral Loan on the books and records of the applicable Obligor or bank agent to the name
of the Borrower (or its nominee) or a copy (which may be a facsimile copy) of an assignment agreement in favor of the Borrower
as assignee. Any duty on the part of the Custodian with respect to the custody of such Collateral Loans shall be limited to the
exercise of reasonable care by the Custodian in the physical custody of the related Loan Files delivered to it.


 


(iii)The
Custodian may assume the genuineness of any document in a Loan File it may receive and the genuineness and due authority of any
signatures appearing thereon, and shall be entitled to assume that each document it may receive is what it purports to be. If an
original “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47) of the UCC, respectively,
is or shall be or become available with respect to any Collateral Loan to be held by the Custodian under this Agreement, it shall
be the sole responsibility of the Borrower to make or cause delivery thereof to the Custodian, and the Custodian shall not be under
any obligation at any time to determine whether any such original “security” or “instrument” has been or
is required to be issued or made available in respect of any Collateral Loan or to compel or cause delivery thereof to the Custodian.


 


Section 13.04.Release
of Documents/Control By Agents.


 


(a)The Custodian
shall release and ship for delivery, or direct its agents or sub-custodians to release and ship for delivery, as the case may be,
Loan Files of the Borrower held by the Custodian, its agents or its sub-custodians from time to time upon receipt of Proper Instructions
(specifying, among other things, the Collateral Loans and Loan Files to be released and delivery instructions and other information
as may be necessary to enable the Custodian to release and ship such Loan Files), which may be standing instructions (in a form
acceptable to the Custodian) in accordance with this Agreement.


 






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(b)Upon receipt
by the Custodian from the Administrative Agent or the Collateral Agent, of written notice of the occurrence of an Event of Default
indicating the Administrative Agent’s intent to prohibit the Custodian from accepting instructions from or on behalf of the
Borrower (each such notice, a “Block Notice”), the Custodian shall no longer accept or act upon Proper Instructions
or other instructions from the Borrower (or the Collateral Manager on its behalf) hereunder with respect to the Collateral Loans
or the Loan Files. From and after its receipt of a Block Notice, the Custodian shall only comply with Proper Instructions from
the Collateral Agent or Administrative Agent.


 


Section 13.05.Records.


 


The Custodian shall
create and maintain complete and accurate records relating to its activities under this Agreement with respect to the Collateral
Loans or other property of the Borrower held for the benefit of the Collateral Agent and the other Secured Parties under this Agreement.
All such records shall be the property of the Borrower and, upon reasonable advance notice, shall at all times during the regular
business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Borrower, the Collateral
Agent and the Administrative Agent.


 


Section 13.06.Reporting


 


(a)If requested
by the Borrower, the Collateral Agent or the Administrative Agent, the Custodian shall render an itemized report of the Loan Files
held pursuant to this Agreement as of the end of each month and such other matters as the parties may agree from time to time in
form and substance reasonably satisfactory to the Collateral Agent and the Administrative Agent.


 


(b)The Custodian
shall have no duty or obligation to undertake any market valuation of the Collateral Loans under any circumstance.


 


Section 13.07.Certain
General Terms


 


(a)No Duty to
Examine Underlying Instruments. Nothing herein shall obligate the Custodian to review or examine the terms of any underlying
instrument, certificate, credit agreement, indenture, loan agreement, promissory note or any other document contained in the Loan
Files evidencing or governing any Collateral Loan to determine the validity, sufficiency, marketability or enforceability of any
Collateral Loan (and shall have no responsibility for the genuineness or completeness thereof) or otherwise.


 


(b)Resolution
of Discrepancies. In the event of any discrepancy between the information set forth in any report provided by the Custodian
to the Borrower and any information contained in the books or records of the Borrower, the Borrower (or the Collateral Manager,
on behalf of the Borrower) shall promptly notify the Custodian thereof and the parties shall cooperate to diligently resolve the
discrepancy.


 


(c)Improper
Instructions. Notwithstanding anything herein to the contrary, the Custodian shall not be obligated to take any action (or
forebear from taking any action), which it reasonably determines to be contrary to the terms of this Agreement or Applicable Law.
In no instance shall the Custodian be obligated to provide services on any day that is not a Business Day.


 






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(d)Proper Instructions.


 


(i)Each
of the Collateral Agent, Administrative Agent, the Collateral Manager and the Borrower will give a notice to the Custodian, in
a form acceptable to the Custodian, specifying the names and specimen signatures of Persons authorized to give Proper Instructions
(collectively, “Authorized Persons” and each, an “Authorized Person”) which notice shall
be signed by an Authorized Person set forth on Schedule 7 or otherwise previously certified to the Custodian. The Custodian
shall be entitled to rely upon the identity and authority of such Persons until it receives written notice from an Authorized Person
of the Borrower, the Administrative Agent, the Collateral Manager or the Collateral Agent, as applicable, to the contrary. The
initial Authorized Persons are set forth on Schedule 7 attached hereto and made a part hereof (as such Schedule 7
may be modified from time to time by written notice from the Borrower, the Administrative Agent, the Collateral Manager or the
Collateral Agent, as applicable, to the Custodian); and


 


(ii)The
Custodian shall have no responsibility or liability to the Borrower (or any other Person) and shall be indemnified and held harmless
by the Borrower in the event that a subsequent written confirmation of an oral instruction fails to conform to the oral instructions
received by the Custodian. The Custodian shall not have an obligation to act in accordance with purported instructions to the extent
that they conflict with Applicable Law or regulations. The Custodian shall not be liable for any loss resulting from a delay while
it obtains clarification of any Proper Instruction.


 


(e)Actions Permitted
Without Express Authority. The Custodian may, at its discretion, without express authority from the Borrower, the Collateral
Agent or any other Person, attend to all nondiscretionary details in connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the Collateral Loans.


 


(f)Evidence
of Authority. The Custodian shall be protected in acting upon any instruction, notice, request, consent, certificate instrument
or paper reasonably believed by it to be genuine and to have been properly executed or otherwise given by or on behalf of the Borrower,
the Collateral Agent or Administrative Agent, as applicable, by an Authorized Person thereof. The Custodian may receive and accept
a certificate signed by any Authorized Person as conclusive evidence of:


 


(i)the
authority of any Person to act in accordance with such certificate; or


 


(ii)any
determination or of any action by such Person as described in such certificate,


 


and such certificate may be considered as in full
force and effect until receipt by the Custodian of written notice to the contrary from an Authorized Person of the Borrower, the
Collateral Agent or Administrative Agent, as applicable.


 


(g)Receipt of
Communications. Any communication received by the Custodian on a day which is not a Business Day or after 3:30 p.m. (Eastern
time) (or such other time as is agreed by the Borrower and the Custodian from time to time) on a Business Day will be deemed to
have been received on the next Business Day; provided that in the case of communications so received after 3:30 p.m. (Eastern
time) on a Business Day the Custodian will use its commercially reasonable efforts to process such communications as soon as possible
after receipt.


 


(h)In the event
that (i) the Borrower, the Administrative Agent, the Collateral Manager, the Custodian or the Collateral Agent shall be served
by a third party with any type of levy, attachment, writ or court order with respect to any Loan File or a document included within
a Loan File or (ii) a third party shall institute any court proceeding by which any Loan File or a document included within a Loan
File shall be required to be delivered other than in accordance with the provisions of this Agreement, the party receiving such
service shall promptly deliver or cause to be delivered to the other parties to this Agreement (to the extent not prohibited by
Applicable Law) copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall,
to the extent permitted by law, continue to hold and maintain all the Loan Files that are the subject of such proceedings pending
a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination
of such court, the Custodian shall dispose of such Loan File or a document included within such Loan File as directed by the Administrative
Agent, which shall give a direction consistent with such determination. Expenses of the Custodian incurred as a result of such
proceedings shall be borne by the Borrower.


 






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Section 13.08.Compensation
of Custodian


 


(a)Fees.
The Custodian shall be entitled to compensation for its services in accordance with the terms of the Collateral Agent Fee Letter.


 


(b)Expenses.
The Borrower agrees to pay or reimburse to the Custodian upon its request from time to time all reasonable and documented costs,
disbursements, advances, and expenses (including reasonable fees and expenses of legal counsel) incurred in connection with the
preparation or execution of this Agreement, or in connection with the transactions contemplated hereby or the administration of
this Agreement or performance by the Custodian of its duties and services under this Agreement (including costs and expenses of
any action deemed necessary by the Custodian to collect any amounts owing to it under this Agreement).


 


(c)Priority
of Payments. Amounts owing to the Custodian hereunder shall be payable in accordance with the Priority of Payments.


 


Section 13.09.Responsibility
of Custodian


 


(a)General Duties.
The Custodian shall have no duties, obligations or responsibilities under this Agreement or with respect to the Collateral Loans,
except for such duties as are expressly and specifically set forth in this Agreement, and the duties and obligations of the Custodian
shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall
be read into this Agreement against, or on the part of, the Custodian.


 


(b)Instructions.


 


(i)The
Custodian shall be entitled to refrain from taking any action unless it has such instruction (in the form of Proper Instructions)
from the Borrower (or the Collateral Manager on the Borrower’s behalf), the Administrative Agent or the Collateral Agent,
as applicable, as it reasonably deems necessary, and shall be entitled to require, upon notice to the Borrower, the Administrative
Agent or the Collateral Agent, as applicable, that Proper Instructions to it be in writing. The Custodian shall have no liability
for any action (or forbearance from action) taken pursuant to any Proper Instruction of the Borrower, the Administrative Agent
or the Collateral Agent, as applicable.


 


(ii)Whenever
the Custodian is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by
this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and
otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to
be produced or distributed by the Custodian it shall be in form, content and medium reasonably acceptable to it and the Borrower,
and otherwise in accordance with any applicable term of this Agreement.


 






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(iii)In
case any reasonable question arises as to its duties hereunder, the Custodian may, prior to the occurrence of an Event of Default,
request instructions from the Collateral Manager and may, after the occurrence of an Event of Default, request instructions from
the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions
from the Collateral Manager or the Administrative Agent, as applicable. The Custodian shall in all events have no liability, risk
or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent.


 


(c)General Standards
of Care. Notwithstanding any terms herein contained to the contrary, the acceptance by the Custodian of its appointment hereunder
is expressly subject to the following terms, which shall govern and apply to each of the terms and provisions of this Agreement
(whether or not so stated therein):


 


(i)The
Custodian may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, statement,
certificate, request, waiver, consent, opinion, report, receipt or other paper or document furnished to it (including any of the
foregoing provided to it by telecopier or electronic means), not only as to its due execution and validity, but also as to the
truth and accuracy of any information therein contained, which it in good faith believes to be genuine and signed or presented
by the proper person (which in the case of any instruction from or on behalf of the Borrower shall be an Authorized Person); and
the Custodian shall be entitled to presume the genuineness and due authority of any signature appearing thereon. The Custodian
shall not be bound to make any independent investigation into the facts or matters stated in any such notice, instruction, statement,
certificate, request, waiver, consent, opinion, report, receipt or other paper or document; provided that if the form thereof
is specifically prescribed by the terms of this Agreement, the Custodian shall examine the same to determine whether it substantially
conforms on its face to such requirements hereof.


 


(ii)Neither
the Custodian nor any of its directors, officers or employees shall be liable to anyone for any error of judgment, or for any act
done or step taken or omitted to be taken by it (or any of its directors, officers of employees), or for any mistake of fact or
law, or for anything which it may do or refrain from doing in connection herewith, unless such action constitutes gross negligence
or willful misconduct on its part and in breach of the terms of this Agreement. The Custodian shall not be liable for any action
taken by it in good faith and reasonably believed by it to be within powers conferred upon it, or taken by it pursuant to any direction
or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction
required hereby for such action.


 


(iii)In
no event shall the Custodian be liable for any indirect, special, punitive or consequential damages (including lost profits) whether
or not it has been advised of the likelihood of such damages.


 


(iv)The
Custodian may consult with, and obtain advice from, legal counsel selected in good faith with respect to any question as to any
of the provisions hereof or its duties hereunder, or any matter relating hereto, and the written opinion or advice of such counsel
shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Custodian in
good faith in accordance with the opinion and directions of such counsel; the reasonable cost of such services shall be reimbursed
pursuant to Section 13.08(b) and (c) above.


 






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(v)The
Custodian shall not be deemed to have notice of any fact, claim or demand with respect hereto unless actually known by an officer
charged with responsibility for administering this Agreement or unless (and then only to the extent) received in writing by the
Custodian and specifically referencing this Agreement.


 


(vi)No
provision of this Agreement shall require the Custodian to expend or risk its own funds, or to take any action (or forbear from
action) hereunder which might in its judgment involve any expense or any financial or other liability unless it shall be furnished
with acceptable indemnification. Nothing herein shall obligate the Custodian to commence, prosecute or defend legal proceedings
in any instance, whether on behalf of the Borrower or on its own behalf or otherwise, with respect to any matter arising hereunder,
or relating to this Agreement or the services contemplated hereby.


 


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


 


(viii)The
Custodian may act or exercise its duties or powers hereunder through agents or attorneys, and the Custodian shall not be liable
or responsible for the actions or omissions of any such agent or attorney appointed and maintained with reasonable due care.


 


(ix)The
Custodian shall not be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such
acts shall include acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact,
fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.


 


(x)All
indemnifications contained in this Agreement in favor of the Custodian shall survive the termination of this Agreement.


 


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


 


(d)Indemnification;
Collateral Agent’s Lien.


 


(i)The
Borrower shall and does hereby indemnify and hold harmless the Custodian for and from any and all costs and expenses (including
reasonable attorney’s fees and expenses), and any and all losses, damages, claims and liabilities (collectively, “Losses”),
that may arise, be brought against or incurred by the Custodian, as a result of, relating to, or arising out of this Agreement,
or the administration or performance of the Custodian’s duties hereunder, or the relationship between the Borrower and the
Custodian created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the
Custodian’s own actions constituting gross negligence or willful misconduct. Without limiting the foregoing, after the receipt
of a Block Notice, the parties hereto agree that the Lenders shall indemnify and hold harmless the Custodian and its directors,
officers, employees and agents from and against any and all Losses incurred as a result of the Custodian’s compliance with
the Collateral Agent’s or Administrative Agent’s (each acting at the direction of the Lenders) direction or instruction
in connection with this Agreement (except to the extent due to the Custodian’s willful misconduct or gross negligence) solely
to the extent that such Losses shall not have been reimbursed by the Borrower.


 






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(ii)Each
of the Borrower, the Collateral Agent and the Custodian hereby agrees that the Loan Files in respect of the Collateral Loans are
being held by the Custodian hereunder to perfect the lien of the Collateral Agent, on behalf of the Secured Parties, in the Collateral
Loans in accordance with this Agreement.


 


(e)In the event
that (a) the Borrower, the Collateral Agent, the Collateral Manager, the Administrative Agent, the Lenders or the Custodian
shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Loan File or a document
included within a Loan File or (b) a third party shall institute any court proceeding by which any Loan File or a document
included within a Loan File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement,
the party receiving such service shall promptly deliver, or cause to be delivered, to the other parties to this Agreement and the
Administrative Agent copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian
shall, to the extent permitted by Law, continue to hold and maintain all the Loan Files that are the subject of such proceedings
pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final
determination of such court, the Custodian shall dispose of such Loan File or any document included within such Loan File as directed
by the Collateral Agent or the Administrative Agent, which shall give a direction consistent with such determination. Expenses
of the Custodian incurred as a result of such proceedings shall be borne by the Borrower and paid as an Administrative Expense.


 


(f)Miscellaneous.


 


(i)Resignation.
The Custodian may, at any time, resign under this Agreement by giving not less than thirty (30) days advance written notice thereof
to the Borrower, the Collateral Manager, the Collateral Agent and the Administrative Agent.


 


(ii)Payment
of Fees, Etc. Upon termination of this Agreement or resignation of the Custodian, the Borrower shall pay to the Custodian such
compensation, and shall likewise reimburse the Custodian for its reasonable and documented costs, expenses and disbursements, as
may be due as of the date of such termination or resignation (or removal, as the case may be) all in accordance with the Priority
of Payments. All indemnifications in favor of the Custodian under this Agreement shall survive the termination of this Agreement,
or any resignation or removal of the Custodian.


 


(iii)Final
Report. In the event of any resignation or removal of the Custodian, the Custodian shall provide to the Borrower a complete
final report or data file transfer of any Confidential Information as of the date of such resignation or removal.


 


(g)Representations
of the Custodian. The Custodian hereby represents and warrants to the Borrower that:


 


(i)it
is qualified to act as a custodian pursuant to Section 26(a)(1) of the Investment Company Act;


 


(ii)it
has the power and authority to enter into and perform its obligations under this Agreement; and


 


(iii)it
has duly authorized and executed this Agreement so as to constitute its valid and binding obligations.


 






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ARTICLE
XIV


 


COLLATERAL
MANAGEMENT


 


Section 14.01.Designation
of the Collateral Manager


 


(a)Initial Collateral
Manager. The servicing, administering and collection of the Collateral shall be conducted by the Person designated as the Collateral
Manager hereunder in accordance with this Section 14.01. TICC Capital is hereby appointed as, and hereby accepts such appointment
and agrees to perform the duties and responsibilities, of Collateral Manager pursuant to the terms hereof.


 


(b)Subcontracts.
The Collateral Manager may, with the prior written consent of the Administrative Agent, subcontract with any other Person for servicing,
administering or collecting the Collateral; provided that (i) the Collateral Manager shall select any such Person with reasonable
care and shall be solely responsible for the fees and expenses payable to such Person, (ii) the Collateral Manager shall not be
relieved of, and shall remain liable for, the performance of the duties and obligations of the Collateral Manager pursuant to the
terms hereof without regard to any subcontracting arrangement and (iii) any such subcontract shall be subject to the provisions
hereof.


 


Section 14.02.Duties
of the Collateral Manager


 


(a)Duties.
The Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer
and collect on the Collateral from time to time, all in accordance with Applicable Law and the Collateral Management Standard,
in good faith and with reasonable care using a degree of skill and care no less than that exercised by institutional managers of
national standing relating to assets of the nature and character of the Collateral Loans. Without limiting the foregoing, the duties
of the Collateral Manager shall include the following:


 


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


 


(ii)supervising
the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting
rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;


 


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


 


(iv)maintaining
appropriate books of account and servicing records with respect to the Collateral (including copies of the Related Documents) reasonably
necessary or advisable for the services to be performed hereunder;


 


(v)promptly
delivering to the Administrative Agent or the Collateral Agent, from time to time, such information and servicing records (including
information relating to its performance under this Agreement) as the Administrative Agent or the Collateral Agent may from time
to time reasonably request;


 


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


 






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


 


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


 


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


 


It is acknowledged
and agreed that the Borrower possesses only such rights with respect to the enforcement of rights and remedies with respect to
the Collateral Loans and the underlying assets securing such Collateral Loans under the Related Documents as have been transferred
to the Borrower with respect to the related Collateral Loan, and therefore, for all purposes under this Agreement, the Collateral
Manager shall perform its administrative and management duties hereunder only to the extent that, as a lender under the Related
Documents, the Borrower has the right to do so.


 


(b)The Administrative
Agent, each Lender, the Collateral Agent and the other Secured Parties shall not have any obligation or liability with respect
to any Collateral, nor shall any of them be obligated to perform any of the obligations of the Collateral Manager hereunder.


 


Section 14.03.Authorization
of the Collateral Manager


 


The Borrower hereby
authorizes the Collateral Manager to take any and all reasonable steps in its name and on its behalf necessary or desirable in
the determination of the Collateral Manager and not inconsistent with the pledge of the Collateral by the Borrower to the Collateral
Agent, on behalf of the Secured Parties hereunder, to collect all amounts due under any and all Collateral, including endorsing
its name on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction
or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Collateral
and, after the delinquency of any Collateral and to the extent permitted under and in compliance with Applicable Law, to commence
proceedings with respect to enforcing payment thereof, to the same extent as the Collateral Manager could have done if
it owned such Collateral. The Borrower shall furnish the Collateral Manager (and any successors thereto) with any powers of attorney
and other documents necessary or appropriate to enable the Collateral Manager to carry out its collateral management duties hereunder,
and shall cooperate with the Collateral Manager to the fullest extent in order to ensure the collectability of the Collateral.
In no event shall the Collateral Manager be entitled to make the Collateral Agent, the Administrative Agent, any Lender or any
other Secured Party a party to any litigation without such party’s express prior written consent, or to make the Borrower
a party to any litigation (other than any foreclosure or similar collection procedure) without the Administrative Agent’s
consent. Following the occurrence of an Event of Default (unless otherwise waived by the Lenders in accordance with Section
12.01), the Administrative Agent (acting in its sole discretion or at the direction of the Required Lenders) may provide notice
to the Collateral Manager (with a copy to the Collateral Agent) that the Secured Parties are exercising their control rights with
respect to the Collateral in accordance with Section 6.02(b).


 


Section 14.04.Realization
Upon Defaulted Collateral Loans


 


The Collateral Manager
will use reasonable efforts consistent with the Collateral Management Standard, this Agreement and the Related Documents to exercise
(on behalf of the Borrower) available remedies (which may include liquidating, foreclosing upon or repossessing, as applicable,
or otherwise comparably converting the ownership of any related property) with respect to any Defaulted Collateral Loan. The Collateral
Manager will comply with the Collateral Management Standard, this Agreement, the Related Documents and Applicable Law in realizing
upon such related property, and employ practices and procedures, including reasonable efforts, consistent with the Collateral Management
Standard, this Agreement and the Related Documents, to enforce all obligations of Obligors. The Collateral Manager will remit to
the Collection Account the recoveries received in connection with the sale or disposition of related property relating to any Defaulted
Collateral Loan hereunder.


 






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Section 14.05.Compensation


 


As compensation for
its administrative and management activities hereunder, the Collateral Manager or its designee shall be entitled to receive the
Collateral Management Fee pursuant to the Priority of Payments.


 


The Collateral Manager
may, in its sole discretion, elect to irrevocably waive payment of any or all of any Collateral Management Fee otherwise due on
any Payment Date by notice to the Borrower, the Collateral Administrator and the Collateral Agent no later than the Determination
Date immediately prior to such Payment Date. Any such Collateral Management Fee, once waived, shall not thereafter become due and
payable and any claim of the Collateral Manager therein shall be extinguished.


 


The Collateral Manager
may, in its sole discretion, elect to defer payment of all or a portion of the Collateral Management Fee on any Payment Date by
providing written notice to the Collateral Agent of such election no later than the Determination Date immediately prior to such
Payment Date. The Collateral Manager may elect to receive payment of all or any portion of the deferred Collateral Management Fee
on any Payment Date to the extent of funds available to pay such amounts in accordance with the Priority of Payments by providing
notice to the Collateral Agent and the Administrative Agent of such election and the amount of such fees to be paid on or before
three (3) Business Days preceding such Payment Date.


 


If and to the extent
that there are insufficient funds to pay any Collateral Management Fee in full on any Payment Date or if any Collateral Management
Fee has accrued but is not yet due and payable, the amount due or accrued and unpaid will be deferred and will be payable on such
later Payment Date on which funds are available in accordance with the Priority of Payments.


 


Section 14.06.Expense
Reimbursement; Indemnification


 


(a)The Collateral
Manager shall be responsible for the ordinary expenses incurred by it in the performance of its obligations under this Agreement;
provided, however, that any extraordinary expenses incurred by the Collateral Manager in the performance of such obligations (including,
but not limited to, (i) any reasonable expenses incurred by it (whether for its own account or advanced by the Collateral Manager
on behalf of the Borrower) to employ outside lawyers, consultants or other advisors reasonably necessary in connection with the
evaluation, transfer, acquisition, disposition, retention, workout or restructuring of any Collateral Loan (or other asset held
by the Borrower) or any reasonable expenses incurred by it in connection with obtaining advice from counsel with respect to its
obligations under this Agreement and (ii) any other reasonable out-of-pocket fees and expenses incurred in connection with the
evaluation, transfer, acquisition, disposition, retention, workout or restructuring of any Collateral Loan (or other asset held
by the Borrower) (including, without limitation, travel and due diligence expenses and the Borrower’s pro rata share of software
and services costs for record keeping and fund administration)) shall be reimbursed by the Borrower. To the extent that such expenses
are incurred in connection with obligations that are also held by any Affiliate of the Borrower or any other account managed by
the Collateral Manager, the Collateral Manager shall allocate the expenses among the accounts in a fair and equitable manner. Any
amounts payable pursuant to this Section 14.06 shall constitute “Administrative Expenses” hereunder and shall
be reimbursed by the Borrower to the extent funds are available therefor in accordance with the Priority of Payments. Other than
as stated above, the Borrower shall bear, and shall pay directly in accordance with this Agreement, all costs and expenses incurred
by it in connection with its organization, operation or liquidation.


 






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(b)The Collateral
Manager agrees to indemnify and hold harmless each Indemnified Party from and against any and all Liabilities that may be incurred
by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with any acts or omissions
of the Collateral Manager in connection with this Agreement, any other Facility Document, any Related Document or any transaction
contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), including any such Liability
that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) any breach of any
covenant by the Collateral Manager contained in any Facility Document; (ii) any representation or warranty made or deemed made
by the Collateral Manager contained in any Facility Document or in any certificate, statement or report delivered in connection
therewith is, or is alleged to be, false or misleading in any material respect; (iii) any failure by the Collateral Manager to
comply with any Applicable Law or contractual obligation binding upon it; (iv) any action or omission, not expressly authorized
by the Facility Documents, by the Collateral Manager which has the effect of impairing the validity or enforceability of the Collateral
or the rights of the Agents or the other Secured Parties with respect thereto; (v) the commingling by the Collateral Manager of
Collections on the Collateral at any time with other funds; (vi) the failure of the Collateral Manager or any of its agents or
representatives to remit to the Collection Account, within two (2) Business Days of receipt, Collections on the Collateral Loans
remitted to the Collateral Manager or any such agent or representative as provided in this Agreement; and (vii) the treatment or
representation, in any computations made by it in connection with any Monthly Report, Payment Date Report, Borrowing Base Calculation
Statement or other report prepared by it hereunder of any commercial loans as Eligible Loans, which were Ineligible Collateral
Loans as of the date of any such computation; except to the extent any such Liability is found in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Party’s gross negligence or willful
misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity
shall be effective whether or not such investigation, litigation or proceeding is brought by the Collateral Manager, any of the
Collateral Manager’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified
Party is otherwise a party hereto. The Collateral Manager shall not have any liability hereunder to any Indemnified Party to the
extent an Indemnified Party affects any settlement of a matter that is (or could be) subject to indemnification hereunder without
the prior written consent of the Collateral Manager. In no case shall the Collateral Manager be responsible for any Indemnified
Party’s lost revenues or lost profits or for any indirect, special, punitive or consequential damages. This Section 14.06(b)
shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax
claim.


 


Section 14.07.The
Collateral Manager Not to Resign; Assignment; Collateral Manager Default


 


(a)The Collateral
Manager shall not resign from the obligations and duties hereby imposed on it except upon the Collateral Manager’s determination
that the performance of its duties hereunder is or becomes impermissible under Applicable Law. Any such determination permitting
the resignation of the Collateral Manager shall be evidenced by an opinion of counsel to such effect delivered to the Administrative
Agent and each Lender. No such resignation shall become effective until a Successor Collateral Manager shall have assumed the responsibilities
and obligations of the Collateral Manager in accordance with Section 14.08.


 


(b)The Collateral
Manager may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Administrative
Agent other than (i) to an Affiliate thereof that is reasonably acceptable to the Administrative Agent, (ii) to a Person that becomes
a successor or assignee Collateral Manager hereunder in accordance with the terms hereof or (iii) in accordance with Section
14.01(b)).


 






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(c)Upon the occurrence
of a Collateral Manager Default or an Event of Default, notwithstanding anything herein to the contrary, the Administrative Agent,
with the prior written consent (not to be unreasonably withheld, delayed or conditioned) of the Borrower, the Equityholder, and
the Required Lenders, may terminate all of the rights and obligations of the Collateral Manager as “Collateral Manager”
under this Agreement. The Administrative Agent, with the prior written consent (not to be unreasonably withheld) of the Borrower,
the Equityholder, and the Required Lenders, shall appoint a successor Collateral Manager (the “Successor Collateral Manager”),
which, for the avoidance of doubt may be the Administrative Agent or any Lender, and such Successor Collateral Manager shall accept
its appointment by a written assumption in a form acceptable to the Administrative Agent in its sole discretion. Until a successor
Collateral Manager is appointed as set forth above, the Collateral Manager shall (i) unless otherwise notified by the Administrative
Agent, continue to act in such capacity in accordance with Section 14.02 and (ii) as requested by the Administrative Agent
in its sole discretion (A) terminate some or all of its activities as Collateral Manager hereunder by the Administrative Agent
in its sole discretion as necessary or desirable, (B) provide such information as may be requested by the Administrative Agent
to facilitate the transition of the performance of such activities to the Administrative Agent or any agent thereof and (C) take
all other actions requested by the Administrative Agent, in each case to facilitate the transition of the performance of such activities
to the Administrative Agent or any agent thereof.


 


Section 14.08.Appointment
of Successor Collateral Manager


 


(a)Upon resignation
of the Collateral Manager pursuant to Section 14.07, the Administrative Agent may (with the consent (not to be unreasonably
withheld, delayed or conditioned) of the Equityholder and the Required Lenders) at any time appoint a Successor Collateral Manager,
which, for the avoidance of doubt may be the Administrative Agent or any Lender, and such Successor Collateral Manager shall accept
its appointment by a written assumption in a form acceptable to the Administrative Agent. Until a successor Collateral Manager
is appointed as set forth above, the Collateral Manager shall (i) unless otherwise notified by the Administrative Agent, continue
to act in such capacity in accordance with Section 14.02 and (ii) as requested by the Administrative Agent in its sole discretion
(A) terminate some or all of its activities as Collateral Manager hereunder by the Administrative Agent in its sole discretion
as necessary or desirable, (B) provide such information as may be requested by the Administrative Agent to facilitate the transition
of the performance of such activities to the Administrative Agent or any agent thereof and (C) take all other actions requested
by the Administrative Agent, in each case to facilitate the transition of the performance of such activities to the Administrative
Agent or any agent thereof.


 


(b)Upon its appointment,
the Successor Collateral Manager shall be the successor in all respects to the Collateral Manager with respect to collateral management
functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed
on the Collateral Manager by the terms and provisions hereof, and all references in this Agreement to the Collateral Manager shall
be deemed to refer to the Successor Collateral Manager; provided that the Successor Collateral Manager shall have (i) no
liability with respect to any action performed by the terminated Collateral Manager prior to the date that the Successor Collateral
Manager becomes the successor to the Collateral Manager or any claim of a third party based on any alleged action or inaction of
the terminated Collateral Manager, (ii) no obligation to pay any taxes required to be paid by the Collateral Manager; provided
that the Successor Collateral Manager shall pay any income taxes for which it is liable, (iii) no obligation to pay any of the
fees and expenses of any other party to the transactions contemplated hereby, and (iv) no liability or obligation with respect
to any Collateral Manager indemnification obligations of any prior Collateral Manager, including the original Collateral Manager.


 






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(c)Notwithstanding
anything contained in this Agreement to the contrary, a Successor Collateral Manager is authorized to accept and rely on all of
the accounting, records (including computer records) and work of the prior Collateral Manager relating to the Collateral Loans
(collectively, the “Predecessor Collateral Manager Work Product”) without any audit or other examination thereof,
and such Successor Collateral Manager shall have no duty, responsibility, obligation or liability for the acts and omissions of
the prior Collateral Manager. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively,
“Errors”) exist in any Predecessor Collateral Manager Work Product and such Errors make it materially more difficult
to service or should cause or materially contribute to the Successor Collateral Manager making or continuing any Errors (collectively,
“Continued Errors”), such Successor Collateral Manager shall have no duty, responsibility, obligation or liability
for such Continued Errors; provided that such Successor Collateral Manager agrees to use its best efforts to prevent further
Continued Errors. In the event that the Successor Collateral Manager becomes aware of Errors or Continued Errors, it shall, with
the prior consent of the Administrative Agent, use its best efforts to reconstruct and reconcile such data as is commercially reasonable
to correct such Errors and Continued Errors and to prevent future Continued Errors.


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the
date first above written.


 


TICC FUNDING, LLC,


as Borrower


 


 


By:_______________________________________


Name:

Title:






TICC CAPITAL CORP.,

as Collateral Manager


 


 


By:_______________________________________


Name:

Title:


 



    	[Signature Page to Credit and Security Agreement]



    	 



    




 


CITIBANK, N.A., as Administrative Agent and a Lender


 


 


By:_______________________________________


Name:

Title:





 






    	[Signature Page to Credit and Security Agreement]



    	 



    

 


THE BANK OF NEW YORK MELLON TRUST 

COMPANY, NATIONAL
ASSOCIATION,

as Collateral Agent and Custodian


 


 


By:_______________________________________


Name:

Title:


 








    	[Signature Page to Credit and Security Agreement]