Loan Documents
...............................................................163 -iv- USActive
55348338.2
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Section 14.6 Access to Certain Documentation and Information Regarding the
Collateral; Audits
...........................................................................................163
Section 14.7 Merger or Consolidation
...................................................................................163
Section 14.8 Custodian Compensation
..................................................................................163
Section 14.9 Custodian Removal
...........................................................................................164
Section 14.10 Resignation
.......................................................................................................164
Section 14.11 Limitations on Liability
....................................................................................164
Section 14.12 Custodian as Agent of Collateral Agent
...........................................................165 -v- USActive
55348338.2
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EXHIBITS EXHIBIT A-1 Form of Funding Notice EXHIBIT A-2 Form of Repayment Notice
EXHIBIT A-3 Form of Reinvestment Notice EXHIBIT A-4 Form of Borrowing Base
Certificate EXHIBIT A-5 Form of Approval Notice EXHIBIT B Form of Variable
Funding Note EXHIBIT C Form of Officer's Certificate as to Solvency EXHIBIT D
Form of Officer's Closing Certificate EXHIBIT E Form of Release of Underlying
Instruments EXHIBIT F Form of Assignment of Underlying Instruments EXHIBIT G
Form of Transferee Letter EXHIBIT H Form of Joinder Supplement EXHIBIT I Form of
Section 2.13 Certificate EXHIBIT J Form of Loan Checklist EXHIBIT K Form of
Collateral Management Report EXHIBIT L Form of Borrower Joinder Agreement
EXHIBIT M Form of Custodian Report SCHEDULES SCHEDULE I Legal Names SCHEDULE II
[Reserved] SCHEDULE III Agreed-Upon Procedures SCHEDULE IV Moody's Industry
Classification Group List ANNEXES ANNEX A Addresses for Notices ANNEX B
Commitments -vi- USActive 55348338.2
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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN
AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or
replaced from time to time, this "Agreement") is made as of December 31, 2019,
by and among: (1) NUVEEN CHURCHILL DIRECT LENDING CORP. (F/K/A NUVEEN CHURCHILL
BDC INC.), a Maryland corporation, as Collateral Manager (the "Collateral
Manager"); (2) EACH OF THE BORROWERS FROM TIME TO TIME PARTY HERETO
(collectively, the "Borrower" or, if referred to individually, each a
"Borrower"); (3) EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO (together
with its respective successors and assigns in such capacity, each a "Lender,"
collectively, the "Lenders"); (4) WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association ("WF"), as the administrative agent hereunder
(together with its successors and assigns in such capacity, the "Administrative
Agent"); and (5) U.S. BANK NATIONAL ASSOCIATION, a national banking association
("U.S. Bank"), not in its individual capacity but as the collateral agent
(together with its successors and assigns in such capacity, the "Collateral
Agent") and as the document custodian (together with its successors and assigns
in such capacity, the "Custodian"). RECITALS WHEREAS, on the date hereof,
Churchill Middle Market CLO V Ltd. (the "Existing Borrower") shall merge with
and into Nuveen Churchill BDC SPV I, LLC (the "Successor Borrower"), with the
Successor Borrower as the surviving company (such merger, the "Permitted
Merger") pursuant to the plan of merger dated as of December 31, 2019 (the "Plan
of Merger") among the Existing Borrower and the Successor Borrower; WHEREAS, in
connection with the Permitted Merger, the Successor Borrower shall assume all
interests, rights and obligations of the Existing Borrower under the Existing
Loan and Security Agreement (as defined below) and each other Transaction
Document and shall