8-K - HRZN - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 23, 2025

HORIZON TECHNOLOGY FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	814-00802	27-2114934
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

312 Farmington Avenue

Farmington , CT 06032

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (860) 676-8654

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Ticker Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	HRZN	The Nasdaq Stock Market LLC
4.875% Notes due 2026	HTFB	The New York Stock Exchange
6.25% Notes due 2027	HTFC	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 1	Registrant's Business and Operations
Item 1.01	Entry into a Material Definitive Agreement

On May 23, 2025 (the “2025 Amendment Date”), Horizon Funding II, LLC (the “Issuer”), a Delaware limited liability company and wholly owned subsidiary of Horizon Technology Finance Corporation (the “Company”), executed that certain First Supplemental Indenture by and among the Issuer and U.S. Bank Trust Company, National Association (the “Trustee”) (the “First Supplemental Indenture”), which amended that certain Indenture by and among the Issuer, the Trustee and U.S. Bank National Association (“U.S. Bank”), dated as of June 21, 2024 (the “Indenture”). The First Supplemental Indenture extended the “Legal Final Payment Date” to June 2034. Concurrently, the Issuer entered into that certain Amended and Restated Note Funding Agreement by and among the Issuer and the initial purchasers (the “A&R Note Funding Agreement”), which. among other things, increased the commitment amount to $200,000,000. In addition, the Company entered into that certain Amendment No. 1 to Sale and Servicing Agreement by and among the Issuer, the Company, the Trustee and U.S. Bank (the “Amendment No. 1”), which amended that certain Sale and Servicing Agreement by and among the Issuer, the Company, the Trustee and U.S. Bank, dated as of June 21, 2024 (the “Sale and Servicing Agreement”). The Amendment No. 1, among other things, (1) amended the interest rate for borrowings made after the 2025 Amendment Date, fixing the interest rate at the greater of (i) 5.00% and (ii) the Pricing Benchmark (as defined therein) plus 2.95%, (2) added a new excess concentration amount for loans with a six (6) year term, (3) extended the term of the investment period termination date from June 21, 2027 to June 21, 2028 and (4) extended the “Legal Final Payment Date” to June 2034.

The description of the documentation related to the A&R Note Funding Agreement, the Amendment No. 1 and the First Supplemental Indenture contained in this Current Report on Form 8-K is only a summary of the material terms of the A&R Note Funding Agreement, the Amendment No. 1 and the First Supplemental Indenture and are qualified in their entirety by the terms of the A&R Note Funding Agreement, the Amendment No. 1 and the First Supplemental Indenture filed as exhibits hereto, which is incorporated herein by reference.

Section 9	Financial Statements and Exhibits
Item 9.01	Financial Statements and Exhibits

(d) Exhibits.

10.1	Indenture, dated as of June 21, 2024, by and among Horizon Funding II, LLC, the issuer, U.S. Bank Trust Company, National Association, the trustee, and U.S. Bank National Association, as the securities intermediary (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on June 24, 2024)
10.2	First Supplemental Indenture, dated as of May 23, 2025, by and among Horizon Funding II, LLC, the issuer, and U.S. Bank Trust Company, National Association, the trustee
10.3	Amended and Restated Note Funding Agreement, dated as of May 23, 2025, by and among Horizon Funding II, LLC, the issuer, and the Initial Purchasers (as defined therein)
10.4	Sale and Servicing Agreement, dated as of June 21, 2024, by and among Horizon Funding II, LLC, the issuer, Horizon Technology Finance Corporation, the seller, originator and servicer, U.S. Bank Trust Company, National Association, the trustee, and U.S. Bank National Association, the backup servicer, custodian, lockbox bank and securities intermediary (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed on June 24, 2024)
10.5	Amendment No. 1 to Sale and Servicing Agreement, dated as of May 23, 2025, by and among Horizon Funding II, LLC, the issuer, Horizon Technology Finance Corporation, the seller, originator and servicer, U.S. Bank Trust Company, National Association, the trustee, and U.S. Bank National Association, the backup servicer, custodian, lockbox and securities intermediary
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 27, 2025	HORIZON TECHNOLOGY FINANCE CORPORATION
	By:	/s/ Robert D. Pomeroy, Jr.
		Robert D. Pomeroy, Jr.
		Chief Executive Officer

ex_810942.htm

Exhibit 10.2

FIRST SUPPLEMENTAL INDENTURE

by and between

HORIZON FUNDING II, LLC,

as the Issuer,

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as the Trustee

Dated as of May, 2025

HORIZON FUNDING II, LLC

Asset Backed Notes

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 23, 2025 (as amended, modified, restated, supplemented and/or waived from time to time, this “First Supplemental Indenture”), is by and between HORIZON FUNDING II, LLC, a Delaware limited liability company, as the issuer (together with its successors and assigns, the “Issuer”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, (“U.S. Bank”) not in its individual capacity, but solely in its capacity as the trustee (together with its successors and assigns, in such capacity, the “Trustee”).

Each party hereto agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Notes.

WHEREAS, the Issuer, U.S. Bank National Association, as securities intermediary, and the Trustee entered into an indenture (the “Indenture”), dated as of June 21, 2024 providing for the Asset Backed Notes (the “Notes”);

WHEREAS, the Issuer proposes to amend the Indenture (the “Proposed Amendment”) as set forth in Section 2.01 hereto;

WHEREAS, pursuant to Section 9.02(b) of the Indenture, the Issuer and Trustee may amend or supplement the Indenture pursuant to the Proposed Amendment provided that the Holders of each Note have consented;

WHEREAS, the Holders of each Note have consented to the Proposed Amendment;

WHEREAS, pursuant to Section 9.02(a) of the Indenture, the Trustee is authorized to enter into this First Supplemental Indenture pursuant to an Issuer Order;

WHEREAS, pursuant to 9.02(a) of the Indenture, the Rating Agency and the Servicer have been provided prior notice of this First Supplemental Indenture;

WHEREAS, the Servicer is not required to consent to this First Supplemental Indenture pursuant to Section 9.06 of the Indenture;

WHEREAS, as required by Section 6.2 of that certain Amended and Restated Note Funding Agreement, dated as of the date hereof, among the Issuer and the Initial Purchasers (the “Note Funding Agreement”) the Initial Purchasers (as defined therein) have consented to this Amendment;

THIS INDENTURE WITNESSES THAT, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties hereto covenant, agree and declare as follows:

ARTICLE I — INTERPRETATION

Section 1.01 Definitions.

Unless otherwise set out in this First Supplemental Indenture, all initially capitalized terms used herein without definition shall have the respective meanings assigned in the Indenture.

Section 1.02 Applicable Law.

(a) THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES UNDER THE INDENTURE AS AMENDED BY THIS FIRST SUPPLEMENTAL INDENTURE AND NOTES SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THE INDENTURE AS AMENDED BY THIS FIRST SUPPLEMENTAL INDENTURE. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Indenture by, among other things, the mutual waivers and certifications in this Section 1.02(b).

Article II

AMENDMENT

Section 2.01 Legal Final Payment Date.

Pursuant to Section 9.02(b) of the Indenture, Section 1.01 of the Indenture is hereby amended by deleting the definition of “Legal Final Payment Date” in its entirety and replacing it with the following:

“Legal Final Payment Date” means the Payment Date occurring in June 2034.

Section 2.02 Full Force and Effect.

Each of the parties hereto acknowledges and agrees that all other provisions of the Indenture remain in full force and effect.

Section 2.03 Further Acts.

Each of the parties hereto agrees to do and execute all such further and other acts, deeds, things, devices, documents and assurances as may be required in order to carry out the true intent and meaning of this First Supplemental Indenture.

Article III

MISCELLANEOUS

Section 3.01 Counterpart Execution. This First Supplemental Indenture may be in the form of an Electronic Record and may be executed using facsimile signature or Electronic Signatures. The parties hereto agree that any Electronic Signature on or associated with the First Supplemental Indenture shall be valid and binding on each such party to the same extent as a manual, original signature, and that the First Supplemental Indenture entered into by Electronic Signature, will constitute the legal, valid and binding obligation of each party enforceable against such party in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. The First Supplemental Indenture may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same agreement. For purposes hereof, “Electronic Record”, “Electronic Copy” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

Section 3.02 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

[Rest of the Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Issuer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized, all as of the day and year first above written.

HORIZON FUNDING II, LLC

By: Horizon Technology Finance Corporation,

its sole member

By: /s/ Daniel R. Trolio

Name: Daniel R. Trolio

Title: Executive Vice President, Chief Financial

Officer and Treasurer

[Signature to First Supplemental Indenture]

IN WITNESS WHEREOF, the Issuer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized, all as of the day and year first above written.

U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION,

not in its individual capacity, except as

expressly set forth herein, but solely as the

Trustee

By: /s/ Jennifer Napolitano

Name: Jennifer Napolitano

Title: Vice President

[Signature to First Supplemental Indenture]

ex_690505.htm

Exhibit 10.3

AMENDED AND RESTATED NOTE FUNDING AGREEMENT

Between

HORIZON FUNDING II, LLC,

as Issuer,

and

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA,

PACIFIC LIFE INSURANCE COMPANY

and

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

as the Initial Purchasers

dated as of May 23, 2025

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS		1
SECTION 1.1	Certain Defined Terms.	1
SECTION 1.2	Other Definitional Provisions.	2
ARTICLE II PURCHASE OF NOTES; ADVANCES		3
SECTION 2.1	Purchase of Notes; Initial Advance; Commitment.	3
SECTION 2.2	Procedures for Advances.	3
ARTICLE III CONDITIONS TO ADVANCES		4
SECTION 3.1	Conditions Precedent to Advances	4
ARTICLE IV CLOSING		5
SECTION 4.1	Closing.	5
SECTION 4.2	Transactions to be Effected at the Closing.	5
ARTICLE V REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE INITIAL PURCHASERS		6
SECTION 5.1	Securities Laws; Transfer Restrictions.	6
ARTICLE VI COVENANTS		6
SECTION 6.1	Reports and Notices under the Transaction Documents.	6
SECTION 6.2	Amendments to Indenture and Sale and Servicing Agreement.	6
ARTICLE VII MISCELLANEOUS		7
SECTION 7.1	Amendments.	7
SECTION 7.2	Notices.	7
SECTION 7.3	No Waiver; Remedies.	9
SECTION 7.4	Binding Effect; Assignability.	9
SECTION 7.5	Confidentiality.	9
SECTION 7.6	GOVERNING LAW; JURISDICTION.	9
SECTION 7.7	Waiver of Trial by Jury.	10
SECTION 7.8	Execution in Counterparts.	10
SECTION 7.9	No Recourse.	10
SECTION 7.10	No Petition.	11
SECTION 7.11	Survival	11
SECTION 7.12	Waiver of Special Damages.	11
SECTION 7.13	Costs and Expenses; Indemnification.	11

TABLE OF CONTENTS

Page

EXHIBITS

Exhibit A	Form of Advance Request

SCHEDULES

Schedule I	Commitments

This AMENDED AND RESTATED NOTE FUNDING AGREEMENT (this “Agreement”), dated as of May 23, 2025, is by and among Horizon Funding II, LLC, a Delaware limited liability company, as Issuer (the “Issuer”), Teachers Insurance and Annuity Association of America, Pacific Life Insurance Company and The Lincoln National Life Insurance Company, as initial purchasers (together with their respective successors and assignees, the “Initial Purchasers”). This Agreement amends, restates and supersedes in its entirety that certain Note Funding Agreement, dated as of June 21, 2024, by and among the Issuer and the Initial Purchasers (the “Existing Note Funding Agreement”). The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel, release or extinguish, or constitute a novation in respect of, the obligations and liabilities of the Issuer and the other Horizon Parties arising under the Existing Note Funding Agreement.

RECITALS

WHEREAS, the Issuer will issue the Notes (the “Notes”) pursuant to an Indenture, dated as of June 21, 2024 (as amended by that certain First Supplemental Indenture, dated as of the date hereof, and as the same may be further amended, supplemented or otherwise modified from time to time, the “Indenture”), between the Issuer and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”);

WHEREAS, the Initial Purchasers previously acquired such Notes and have committed to fund Advances (as defined below) in an amount not to exceed the Commitment Amount (as defined below);

WHEREAS, reference is made to the Note Funding Agreement, dated as of June 21, 2024 (the “Original Agreement”), by and among the Issuer and the Initial Purchasers;

WHEREAS, the parties hereto desire to amend and restate the Original Agreement in its entirety, pursuant to and in accordance with Section 7.1 of the Original Agreement;

WHEREAS, the Initial Purchasers desire to acquire such Notes (the “Notes”) and have, subject to and in accordance with the terms of the Indenture and this Agreement, a commitment to make Advances.

NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Certain Defined Terms. Capitalized terms used herein without definition shall have the meanings set forth in the Indenture and the Sale and Servicing Agreement. Additionally, the following terms shall have the following meanings:

“Advance” means an advance made by the Initial Purchasers to the Issuer under and in accordance with the terms of this Agreement.

“Advance Account” shall mean, unless another account is specified by the Issuer in the Advance Request, the Principal Reinvestment Account.

“Advance Availability” means, for any Advance Date, the lesser of (i) the Commitment Amount minus the Aggregate Outstanding Note Balance and (ii) the Borrowing Base minus the Aggregate Outstanding Note Balance, in each case measured as of the Business Day before the Issuer’s delivery of an Advance Request (giving pro forma effect to the Advance requested and any Loans to be acquired on the proposed Advance Date). Following the occurrence of the Investment Period Termination Date, the Advance Availability shall be zero.

“Advance Date” means the day on which the Initial Purchasers make an Advance in accordance with and subject to the terms and conditions of this Agreement.

“Advance Request” means a written notice in the form of Exhibit A, to be used by the Issuer to request the funding of an Advance from the Initial Purchasers.

“Closing Date” has the meaning specified in Section 4.1.

“Commitment Amount” means, collectively, the commitment of the Initial Purchasers to fund Advances during the Funding Period in an amount not to exceed $200,000,000 in the aggregate outstanding at any given time; provided that the amount may be increased at the mutual discretion and agreement of the Issuer and the Initial Purchasers; provided that, if the Aggregate Outstanding Note Balance is less than $25,000,000 as of November 30, 2025, the Commitment Amount will be automatically (x) reduced to $25,000,000, beginning on December 1, 2025 and (y) increased thereafter to an aggregate amount not to exceed $200,000,000, beginning on January 1, 2026, in each case, without any further action by any party to the Transaction Documents. The Commitment Amounts of the Initial Purchasers are set forth on Schedule I hereto (as may be amended from time to time with the consent of the Initial Purchasers).

“Funding Period” means the period commencing on the Closing Date and ending on the earlier to occur of (i) 12 months after the Closing Date and (ii) the Investment Period Termination Date.

“Indenture” has the meaning specified in the recitals.

“Initial Advance” has the meaning specified in Section 2.1(a).

“Initial Purchasers” is defined in the Preamble.

“Original Agreement” is defined in the recitals.

“Private Rating Letter” has the meaning specified in the Note Purchase Agreement.

“Related Parties” means with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Sale and Servicing Agreement” means that certain sale and servicing agreement, as amended by that certain Amendment No. 1, dated as of the date hereof, and as may be further amended, by and among the Issuer, Horizon Technology Finance Corporation, as Servicer, Originator and Seller, U.S. Bank Trust Company, National Association, as Trustee, and U.S. Bank National Association, as Backup Servicer, Custodian, Lockbox Bank and Securities Intermediary.

SECTION 1.2 Other Definitional Provisions. (a) All terms defined in this Agreement shall have the meanings defined herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.1 hereof, and accounting terms partially defined in Section 1.1 hereof to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein shall control.

(c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection, and Exhibit references contained in this Agreement are references to Sections, subsections and the Exhibits in or to this Agreement unless otherwise specified.

ARTICLE II

PURCHASE OF NOTES; ADVANCES

SECTION 2.1 Purchase of Notes; Initial Advance; Commitment. (a) On the terms and subject to the satisfaction of the conditions set forth in this Agreement and Section 2.02 of the Sale and Servicing Agreement, and in reliance on the covenants, representations, warranties and agreements set forth herein and therein, the Issuer has sold to the Initial Purchasers and each Initial Purchaser has purchased on the Closing Date, Notes with initial Outstanding Note Balances of at least $50,000,000(the “Initial Advance”). Subject to the terms and conditions of this Agreement, each of the Initial Purchasers, severally, but not jointly, reaffirms their obligation to make Advances to the Issuer in an amount up to the Initial Advance as of the Closing Date.

(b) Subject to the terms and conditions of this Agreement, during the Funding Period, each Initial Purchaser agrees to make Advances to the Issuer in an amount not to exceed its Percentage Interest of the Advance Availability in effect for each Advance Date. The Initial Purchasers shall have no obligation to make Advances hereunder to the extent any additional Advances would cause the Aggregate Outstanding Note Balance to exceed the Commitment Amount. Amounts advanced pursuant to this Agreement may be repaid in accordance with Section 7.05(b)(i)(2) of the Sale and Servicing Agreement. For the avoidance of doubt, amounts so prepaid may not be re-borrowed.

(c) Nothing contained herein shall confer upon any Initial Purchaser any interest in, or subject any Initial Purchaser to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Initial Purchaser. No Initial Purchaser shall have any liability for the acts of any other Initial Purchaser. No Initial Purchaser shall be responsible to Issuer or any other Person for any failure by any other Initial Purchaser to fulfill its obligations to make credit available hereunder, nor to advance for such Initial Purchaser or on its behalf, nor to take any other action on behalf of such Initial Purchaser hereunder or in connection with the financing contemplated herein.

(d) No Initial Purchaser shall be obligated to make an Advance under this Agreement and each other Transaction Document upon the earlier to occur of (i) the expiration of the Funding Period and (ii) the date upon which such Initial Purchaser shall have made Advances in an aggregate amount equal to the Commitment Amount of such Initial Purchaser.

SECTION 2.2 Procedures for Advances. (a) On the terms and conditions hereinafter set forth, the Issuer may, by delivery of an Advance Request to the Initial Purchasers and the Trustee, from time to time, on any Business Day during the Funding Period, request that each Initial Purchaser make Advances to it in an amount which, at any time, shall not exceed its Percentage Interest of the Advance Availability in effect for the proposed Advance Date.

(b) Each Advance Request shall be delivered not later than 1:00 P.M. (New York time) on the date which is three (3) Business Days prior to the requested Advance Date; provided, however, that the Issuer may revoke an Advance Request upon written notice to the Initial Purchasers delivered not later than 3:00 P.M. (New York time) on the Business Day prior to the requested Advance Date.

(i) the proposed Advance Date;

(ii) the amount of the requested Advance;

(iii) the Advance Availability for such Advance Date;

(iv) the amount of Principal Proceeds to be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date;

(v) the Advance Account to which the Advance should be funded; and

(vi) a certification that, as of the related Advance Date, the conditions set forth in Section 3.1 hereof have been satisfied.

(d) Each Advance Request must be accompanied by (i) a Borrowing Base Certificate as of the Business Day before the Issuer’s delivery of such Advance Request (giving pro forma effect to the Advance requested and any Loans to be acquired on the proposed Advance

Date) and (ii) an updated List of Loans (including any Loans to be acquired on such Advance Date).

(e) On each Advance Date, upon the satisfaction of the applicable conditions set forth in this Section 2.2 and ARTICLE III hereof, the Initial Purchasers shall transfer to the Advance Account, an amount equal to the requested Advance. Each wire transfer of an Advance to the Issuer shall be initiated by the Initial Purchasers at the later of (i) 12:00 P.M. (New York time) on the applicable Advance Date and (ii) satisfaction of the conditions set forth in Section 3.1 hereof.

ARTICLE III

CONDITIONS TO ADVANCES

SECTION 3.1 Conditions Precedent to Advances. (a) The Initial Purchasers shall not be obligated to make an Advance on any Advance Date unless the following conditions have been satisfied or waived by the Initial Purchasers:

(i) The representations and warranties of the Issuer in Section 3.25 of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing Agreement are true and correct in all respects on the Closing Date and in all material respects or in all respects for any representation or warranty already qualified by materiality on any other Advance Date on and as of such Advance Date, before and after giving effect to such Advance;

(ii) The Funding Period shall not have terminated and as of the date of the Advance Request, no Rapid Amortization Event has occurred since the Closing Date;

(iii) No Event of Default, Rapid Amortization Event or Servicer Default has occurred since the Closing Date and is continuing or will occur, after giving effect to such Advance;

(iv) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance will not exceed the Borrowing Base;

(v) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance shall not exceed the Commitment Amount;

(vi) The Issuer shall have caused the Required Loan Documents for any Loans being acquired on such Advance Date to be delivered to the Custodian in accordance with the Sale and Servicing Agreement; and

(vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment Date.

(b) To the extent the Initial Purchasers shall fund an Advance on an Advance Date, it shall be deemed to have agreed that each of the foregoing conditions have been satisfied or waived as to such Advance and Advance Date.

(c) The Issuer shall have issued one or more Notes under the Indenture in respect of such Advances, which Notes shall include a Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO).

ARTICLE IV

AMENDMENT

SECTION 4.1 Closing. The closing of the purchase of the Notes and the funding of the Initial Advance will be held on or about 10:00 A.M. (New York time), on May 23, 2025 (the “Closing Date”).

SECTION 4.2 Transactions to be Effected at the Closing. On the Closing Date, simultaneously (i) the Issuer shall deliver the Notes to the Initial Purchasers, (ii) the Originator will sell, convey and assign all its right, title and interest in the Initial Loan Assets to the Issuer in accordance with Section 2.02 of the Sale and Servicing Agreement, and (iii) the Initial Purchasers shall transfer to the Advance Account, for deposit in same day funds, the Initial Advance.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

WITH RESPECT TO THE INITIAL PURCHASERS

SECTION 5.1 Securities Laws; Transfer Restrictions. Each Initial Purchaser represents and warrants that:

(a) it has (i) reviewed the Indenture, the Sale and Servicing Agreement and all other documents which have been provided by the Issuer to it with respect to the transactions contemplated thereby, (ii) participated in due diligence sessions with the Originator and the Servicer and (iii) had an opportunity to discuss the Issuer’s, the Servicer’s and the Originator’s businesses, management and financial affairs, and the terms and conditions of the proposed purchase with the Issuer, the Originator and the Servicer and their respective representatives;

(b) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and it is able and prepared to bear the economic risk of investing in, the Notes;

(c) it is a “qualified purchaser” within the meaning of Section 2(A)(51) of the Investment Company Act of 1940 pursuant to an exemption under the Securities Act; and

(d) it understands and acknowledges and agrees that the Notes are subject to the transfer restrictions set forth in the Indenture.

ARTICLE VI

COVENANTS

SECTION 6.1 Reports and Notices under the Transaction Documents. So long as the Notes remain outstanding:

(a) Monthly Report and Liquidation Report. The Issuer will cause each Monthly Report and Liquidation Report under the Sale and Servicing Agreement to be delivered to the Initial Purchasers, contemporaneously with the delivery thereof to the Trustee.

(b) Notices. The Issuer will cause a copy of all notices required to be delivered by it or the Servicer under the Sale and Servicing Agreement or the Indenture to be promptly delivered to the Initial Purchasers.

(c) Annual Report. Provided that the Initial Purchasers execute such specified user forms as required by the Independent Accountants, if any, the Issuer will cause to be delivered to the Initial Purchasers the annual reports prepared by the Independent Accountants pursuant to Article IX of the Sale and Servicing Agreement.

(d) Rating Letter. From time to time at the request of the Initial Purchasers, the Issuer shall deliver, or caused to be delivered, to the Initial Purchasers, one or more Private Rating Letters issued by the Rating Agency confirming the Debt Rating for the Notes then issued and outstanding and setting forth the Private Placement Numbers issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) in respect of such Notes.

SECTION 6.2 Amendments to Indenture and Sale and Servicing Agreement. Notwithstanding that Section 9.01 of the Indenture permits the Issuer and the Trustee to enter into a supplemental indenture without the consent of the Initial Purchasers and Section 13.01(a) of the Sale and Servicing Agreement permits the parties thereto to enter into certain amendments without the consent of the Initial Purchasers, so long as the Initial Purchasers own 100% of the Notes, the Issuer agrees that it will not enter into any such supplemental indenture or amendment to the Indenture or the Sale and Servicing Agreement without the prior written consent of the Initial Purchasers.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1 Amendments. No amendment or waiver of any provision of this Agreement shall in any event be effective without the written agreement of the Issuer and the Initial Purchasers.

SECTION 7.2 Notices. All notices and other communications hereunder, except as herein otherwise specifically provided, shall be in writing and, if to the Initial Purchasers, shall be mailed, delivered or telegraphed and confirmed to the Initial Purchasers at the following address:

If to Teachers Insurance and Annuity Association of America:

Teachers Insurance and Annuity Association of America

c/o Nuveen Alternatives Advisors LLC

8500 Andrew Carnegie Boulevard

Charlotte, North Carolina 28262

Attention: Private Placements

E-mail:	NuveenPrivatePlacements@nuveen.com<br><br> <br>DL_InvestmentsCenterofExcellence@tiaa.org<br><br> <br>KCTIAAGenCustodian@StateStreet.com<br><br> <br>KCTIAAGenInvManagers@StateStreet.com
Telephone:	(704) 988-4349 (Name: Ho-Young Lee)<br><br> <br>(212) 916-4000 (General Number)
Facsimile:	(704) 988-4916

With a copy to:

Nuveen Alternatives Advisors LLC

8500 Andrew Carnegie Boulevard

Charlotte, North Carolina 28262-8500

Attention:	Legal Department
Attention:	Trevor Sanford, Associate General Counsel
E-mail:	Trevor.Sanford@nuveen.com
Telephone:	(704) 988-4092<br><br> <br>(212) 916-4000 (General Number)

If to The Lincoln National Life Insurance Company:

The Lincoln National Life Insurance Company

c/o Nuveen Alternatives Advisors LLC

8500 Andrew Carnegie Blvd

Charlotte, NC 28262

Attention: Private Placements

Telephone:	(704) 988-4552 (Ken Price)
Facsimile:	(704) 988-4916
Email:	NuveenPrivatePlacements@nuveen.com<br><br> <br>kenneth.price@nuveen.com

With a copy to:

Nuveen Alternatives Advisors LLC

8500 Andrew Carnegie Boulevard

Charlotte, North Carolina 28262-8500

Attention:	Legal Department
Attention:	Trevor Sanford, Associate General Counsel
E-mail:	Trevor.Sanford@nuveen.com
Telephone:	(704) 988-4092<br><br> <br>(212) 916-4000 (General Number)

If to Pacific Life Insurance Company:

Pacific Life Insurance Company

c/o Nuveen Alternatives Advisors LLC

8500 Andrew Carnegie Blvd

Charlotte, NC 28262

Attention: Private Placements

Telephone:	(704) 988-4349 (Ho Young-Lee)
Facsimile:	(704) 988-4916
Email:	NuveenPrivatePlacements@nuveen.com<br><br> <br>hoyoung.lee@nuveen.com

With a copy to:

Nuveen Alternatives Advisors LLC

8500 Andrew Carnegie Boulevard

Charlotte, North Carolina 28262-8500

Attention:	Legal Dept.
Attention:	Trevor Sanford, Associate General Counsel
E-mail:	Trevor.Sanford@nuveen.com
Telephone:	(704) 988-4092<br><br> <br>(212) 916-4000 (General Number)

if to the Issuer, shall be mailed, delivered or telegraphed and confirmed to the Issuer at the following address:

Horizon Funding II, LLC

312 Farmington Avenue

Farmington, CT 06032

Telephone: 860-674-9977

Fax: 860-676-8655

Email: dtrolio@horizontechfinance.com

SECTION 7.3 No Waiver; Remedies. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 7.4 Binding Effect; Assignability. (a) This Agreement shall be binding on the parties hereto and their respective successors and assigns; provided, however, that the Issuer may not assign any of its rights or delegate any of its duties hereunder without the prior written consent of the Initial Purchasers; provided, further that each Initial Purchaser acknowledges and agrees that it is subject to the transfer restrictions related to the Notes that are set forth in the Indenture.

(b) This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Notes shall have been paid in full.

(c) Any Noteholder may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Noteholder, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Noteholder from any of its obligations hereunder or substitute any such pledgee or assignee for such Noteholder as a party hereto.

SECTION 7.5 Confidentiality.

Unless otherwise consented to by each of the Initial Purchasers or the Issuer, as applicable, each of the Initial Purchasers and the Issuer hereby agree that it will not disclose the contents of any Transaction Document, or any other confidential or proprietary information furnished by the Initial Purchasers or the Issuer, to any Person other than its Affiliates (which Affiliates shall have executed an agreement satisfactory in form and in substance to the Purchaser to be bound by this Section 7.5), auditors and attorneys or as required by applicable law.

SECTION 7.6 GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS ‎5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

SECTION 7.7 Waiver of Trial by Jury. To the extent permitted by applicable law, each of the parties hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim arising out of or in connection with this Agreement or any matter arising hereunder.

SECTION 7.8 Execution in Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile), each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import this Agreement or any of the other Transaction Document and any amendment, consent or waiver thereof shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Notwithstanding the foregoing, if

any party shall request manually signed counterpart signatures to this Agreement, each of the other parties hereby agrees to provide such manually signed signature pages as soon as commercially reasonable. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings.

SECTION 7.9 No Recourse. Notwithstanding anything to the contrary contained herein, the obligations of the Initial Purchasers under this Agreement are solely the corporate obligations of the Initial Purchasers.

No recourse under any obligation, covenant or agreement of any Initial Purchaser contained in this Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of such Initial Purchaser (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Initial Purchasers, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of any Initial Purchaser (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Initial Purchasers contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by any Initial Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.

SECTION 7.10 No Petition. Each Initial Purchaser hereby covenants and agrees that it will not prior to the date which is one year and one day or, if longer, the preference period then in effect after payment in full of the Notes rated by the Rating Agency, institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Agreement or any of the other Transaction Documents.

SECTION 7.11 Survival. All representations, warranties, covenants and guaranties contained in this Agreement and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the sale, transfer or repayment of the Notes.

SECTION 7.12 Waiver of Special Damages. In no event shall the Purchaser be liable under or in connection with this Agreement or any other Transaction Document to any Person for indirect, special, or consequential losses or damages of any kind, including lost profits,

even if advised of the possibility thereof and regardless of the form of action by which such losses or damages may be claimed.

SECTION 7.13 Costs and Expenses; Indemnification.

(a) The Issuer shall reimburse the Initial Purchasers and the Trustee for all reasonable and documented out-of-pocket expenses including attorney’s fees of a single counsel (plus one local counsel in each relevant jurisdiction) for each of the Initial Purchasers or the Trustee, (i) incurred by it in connection with the negotiation and preparation of this Agreement, any other Transaction Documents or the Notes and the transactions contemplated thereby, or any amendments, modifications, consents or waivers of the provisions hereof or thereof requested by the Servicer or the Issuer (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) incurred in enforcing its rights under this Agreement, and (iii) incurred in connection with the insolvency or bankruptcy of the Issuer or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Transaction Document.

(b) The Issuer shall indemnify the Initial Purchasers and the Trustee, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable, documented and out-of-pocket fees, charges and disbursements of outside counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any third party or the Issuer) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the failure of any representation or warranty of the Issuer, the Servicer or the Originator hereunder or under any other Transaction Document to be true and correct in all material respects (or in all respects for any representation or warranty already qualified by materiality) or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Trustee and its Related Parties, the administration of this Agreement and in the case of the Trustee, the Initial Purchasers and their Related Parties, enforcement of this Agreement (in each case, including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Issuer as a debtor thereunder), (ii) any Advance or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Issuer, and regardless of whether any Indemnitee is a party thereto (including, without limitation, any settlement arrangement arising from or relating to the foregoing); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) with respect to the Initial Purchasers only, result from a claim brought by the Issuer or any other Person against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Transaction Document, if the Issuer has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 7.14(b) shall not apply with respect to taxes other than any taxes that represent losses, claims, damages, etc. arising from any non-tax claim.

(c) The obligations under this Section shall survive the termination of this Agreement and payment of the obligations hereunder.

[SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

HORIZON FUNDING II, LLC,<br> as Issuer
By: Horizon Technology Finance Corporation, its sole member
By:	/s/ Daniel R. Trolio
Name:	Daniel R. Trolio
Title:	Executive Vice President, Chief Financial Officer and Treasurer

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

TEACHERS INSURANCE AND ANNUITY<br><br> <br>ASSOCIATION OF AMERICA,<br><br> <br>a New York domiciled life insurance company,<br> as Initial Purchaser
By: Nuveen Alternatives Advisors LLC,<br> a Delaware limited liability company,<br> its investment manager
By:	/s/ Ken Price
Name:	Ken Price
Title:	Managing Director
PACIFIC LIFE INSURANCE COMPANY,<br> as Initial Purchaser
By: Nuveen Alternatives Advisors LLC,<br> a Delaware limited liability company,<br> its investment manager
By:	/s/ Ken Price
Name:	Ken Price
Title:	Managing Director
THE LINCOLN NATIONAL LIFE<br><br> <br>INSURANCE COMPANY,<br> as Initial Purchaser
By: Nuveen Alternatives Advisors LLC,<br> a Delaware limited liability company,<br> its investment manager
By:	/s/ Ken Price
Name:	Ken Price
Title:	Managing Director

[Signature Page to Amended and Restated Note Funding Agreement]

SCHEDULE I

COMMITMENTS

Teachers Insurance and Annuity<br><br> <br>Association of America	$75,000,000
Pacific Life Insurance Company	$75,000,000
The Lincoln National Life Insurance Company	$50,000,000
Total	$200,000,000

Exhibit A

Form of Advance Request

Date: [_________], 202 _

Nuveen Alternatives Advisors LLC, as Beneficiary, and U.S. Bank Trust Company, National Association, as Trustee

850 Andrew Carnegie Boulevard

Charlotte, North Carolina 28262-8500

Attention: Legal Department

Attention: Trevor Sanford, Associate General Counsel

E-mail: Trevor.Sanford@nuveen.com

Telephone: (704) 988-4092

(212) 916-4000 (General Number)

Reference is made to that certain Amended and Restated Note Funding Agreement, dated as of May 23, 2025, by and among Horizon Funding II, LLC, a Delaware limited liability company, as Issuer (the “Issuer”) and the Initial Purchasers (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Amended and Restated Note Funding Agreement)”. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Amended and Restated Note Funding Agreement. The Issuer hereby gives you notice, pursuant to Section 2.1 of the Amended and Restated Note Funding Agreement, that it requests an Advance under the Amended and Restated Note Funding Agreement.

The Issuer hereby certifies as follows:

1.	The Issuer hereby requests that such Advance be made on _____________.
2.	The Issuer hereby requests an Advance of $ _____________.
---	---
3.	The Advance Availability for the requested Advance Date is $ _____________.
---	---
4.	[The Issuer hereby requests that the Advance be funded to the Principal Reinvestment Account set forth in the Amended and Restated Note Funding Agreement.] [The Issuer hereby requests that the Advance be funded to the following account: [__].]
---	---
5.	The Issuer has directed the Servicer to withdraw Principal Proceeds in the amount of $_____ from the Collection Account and to deposit such amount to the Principal Reinvestment Account on such Advance Date.
---	---
6.	The Issuer hereby certifies that the conditions set forth in Section 3.1 of the Note Funding Agreement have been satisfied.
---	---
7.	The Issuer hereby certifies that the Borrowing Base Certificate attached hereto as Schedule A is a true, accurate and complete calculation of the Borrowing Base.
---	---

8.	The Issuer hereby requests that such Advance be funded pursuant to the wire instructions set forth on Schedule C hereto.
9.	The Issuer hereby certifies that the attached List of Loans attached hereto as Schedule B is a true, accurate and complete list of Loans that are owned by the Issuer and subject to the lien of the Indenture.
---	---

[The Remainder Of This Page Is Intentionally Left Blank]

IN WITNESS WHEREOF, each of the undersigned has executed the Advance Request this day of _____ day of __________, 202_.

HORIZON FUNDING II, LLC,<br> as Issuer
By:
Name:
Title:

Schedule A to Advance Request

[Attach Borrowing Base Calculation]

Schedule B to Advance Request

[Attach List of Loans]

Schedule C to Advance Request

[Attach Wire Instructions]

ex_810941.htm

Exhibit 10.5

AMENDMENT NO. 1 TO SALE AND SERVICING AGREEMENT

This Amendment No. 1 to Sale and Servicing Agreement, dated as of May 23, 2025 (this “Amendment”) is by and among Horizon Funding II, LLC, a Delaware limited liability company, as issuer (the “Issuer”), Horizon Technology Finance Corporation, a Delaware corporation, as the seller (the “Seller”), as the originator (the “Originator”), and as the servicer (the “Servicer”), U.S. Bank Trust Company, National Association (“U.S. Bank”), not in its individual capacity but as the indenture trustee (the “Trustee”), and U.S. Bank National Association not in its individual capacity but as the backup servicer (the “Backup Servicer”), not in its individual capacity but as the custodian (the “Custodian”), not in its individual capacity but as the lockbox bank (the “Lockbox Bank”) and not in its individual capacity but solely as securities intermediary (the “Securities Intermediary”). Each of the Issuer, the Originator, the Servicer, the Trustee, the Backup Servicer, the Lockbox Bank and the Securities Intermediary may be referred to herein as a “Party” or collectively as the “Parties.”

PRELIMINARY STATEMENTS

WHEREAS, each of the Parties is a party to that certain Sale and Servicing Agreement, dated as of June 21, 2024, among the Issuer, the Seller, the Originator, the Servicer, the Trustee, the Backup Servicer, the Custodian, the Securities Intermediary and the Lockbox bank (the “Agreement”); and

WHEREAS, the Parties desire to amend the Agreement in the manner set forth in this Amendment and in accordance with Section 13.01(b) of the Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the Parties hereby agree as follows:

ARTICLE I.

AMENDMENT

Section 1.1 Amendment.

The Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the Agreement attached as Exhibit A hereto.

Section 1.2 Representations and Warranties.

Each of the Issuer, Originator, and the Servicer with respect to itself, represents and warrants as of the date of this Amendment as follows:

(a) This Amendment has been duly and validly executed and delivered by such party and constitutes its valid and binding obligation, legally enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable Insolvency Laws and general principles of equity, whether considered in a proceeding at law or in equity;

(b) no Rapid Amortization Event or Event of Default exists as of the date hereof (the “Amendment Effective Date”) and will result from this Amendment, both immediately before and after giving effect to this Amendment; and

(c) all representations and warranties of the Originator, and the Servicer contained in this Amendment, Article III of the Agreement or any other Transaction Document shall be

true and correct in all material respects (or in all respects if any such representation or warranty is already qualified by materiality), except that any representation or warranty which by its terms is made as of a specified date shall be true and correct in all material respects (or in all respects if any such representation or warranty is already qualified by materiality) as of such specified date.

Each of the Seller, the Trustee, the Custodian, the Lockbox Bank, Backup Servicer and the Securities Intermediary with respect to itself, represents and warrants as of the date of this Amendment that this Amendment has been duly and validly executed and delivered by such party and constitutes its valid and binding obligation, legally enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable Insolvency Laws and general principles of equity, whether considered in a proceeding at law or in equity.

ARTICLE II.

MISCELLANEOUS

Section 2.1 Definitions; Interpretation. All capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

Section 2.2 Headings. The section headings contained in this Amendment are for reference purposes only and shall not affect the meaning or interpretation of this Amendment.

Section 2.3 Amendment. No provision of this Amendment may be amended, modified or supplemented except by the written agreement of all of the Parties.

Section 2.4 Counterparts. This Amendment may be in the form of an Electronic Record and may be executed using facsimile signature or Electronic Signatures. The parties hereto agree that any Electronic Signature on or associated with the Amendment shall be valid and binding on each such party to the same extent as a manual, original signature, and that the Amendment entered into by Electronic Signature, will constitute the legal, valid and binding obligation of each party enforceable against such party in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. The Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Agreement. For purposes hereof, “Electronic Record”, “Electronic Copy” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

Section 2.5 Transaction Document. This Amendment shall constitute a Transaction Document.

Section 2.6 Conditions to Effectiveness. This Amendment shall become effective on the date on which (i) each party hereto shall have delivered an executed signature page hereto to the Trustee, (ii) the Trustee has received the consent of the Majority Noteholders and (iii) the Rating Agency Condition has been satisfied.

Section 2.7 GOVERNING LAW. (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES UNDER THE AGREEMENT AS AMENDED BY THIS AMENDMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THE AGREEMENT AS AMENDED BY THIS AMENDMENT. EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2.7(b).

Section 2.8 Jurisdiction. Any legal action or proceeding with respect to this Amendment may be brought in the courts of the United States for the Southern District of New York, and by execution and delivery of this Amendment, each party hereto consents, for itself and in respect of its property, to the nonexclusive jurisdiction of those courts. Each such party irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Amendment or any document related hereto.

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first above written.

HORIZON FUNDING II, LLC, as the Issuer
By: Horizon Technology Finance Corporation, its sole member
By: /s/ Daniel R. Trolio
Name: Daniel R. Trolio
Title: Executive Vice President, Chief Financial Officer and Treasurer
HORIZON TECHNOLOGY FINANCE CORPORATION, as the Servicer, the Originator and as the Seller
By: /s/ Daniel R. Trolio
Name: Daniel R. Trolio
Title: Executive Vice President, Chief Financial Officer and Treasurer

[Signature Page to Amendment No. 1 to Sale and Servicing Agreement]

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but as the Trustee
By: /s/ Jennifer Napolitano
Name: Jennifer Napolitano
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but as Securities Intermediary
By: /s/ Jennifer Napolitano
Name: Jennifer Napolitano
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but as Custodian
By: /s/ Kenneth Brandt
Name: Kenneth Brandt
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but as Backup Servicer
By: /s/ Jennifer Napolitano
Name: Jennifer Napolitano
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, not in its<br> individual capacity but as Lockbox Bank
By: /s/ Jennifer Napolitano
Name: Jennifer Napolitano
Title: Vice President

[Signature Page to Amendment No. 1 to Sale and Servicing Agreement]

Acknowledged and agreed:

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA,<br><br> <br>a New York domiciled life insurance company,<br> as Initial Purchaser
By: Nuveen Alternatives Advisors LLC,<br> a Delaware limited liability company,<br> its investment manager
By: /s/ Ken Price <br> Name: Ken Price
Title: Managing Director
PACIFIC LIFE INSURANCE COMPANY,<br> as Initial Purchaser
By: Nuveen Alternatives Advisors LLC,<br> a Delaware limited liability company,<br> its investment manager
By: /s/ Ken Price
Name: Ken Price
Title: Managing Director
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY,<br> as Initial Purchaser
By: Nuveen Alternatives Advisors LLC,<br> a Delaware limited liability company,<br> its investment manager
By: /s/ Ken Price
Name: Ken Price
Title: Managing Director

[Signature Page to Amendment No. 1 to Sale and Servicing Agreement]

Exhibit A

SALE AND SERVICING AGREEMENT

THIS SALE AND SERVICING AGREEMENT, dated as of June 21, 2024, is by and among:

(1)	Horizon Funding II, LLC, a limited liability company created and existing under the laws of the State of Delaware (together with its successors and assigns, the “Issuer”);
(2)	HORIZON TECHNOLOGY FINANCE CORPORATION, a corporation created and existing under the laws of the State of Delaware (together with its successors and assigns, the “Fund”), as the seller (together with its successors and assigns, in such capacity, the “Seller”), as the originator (together with its successors and assigns, in such capacity, the “Originator”) and as the servicer (together with its successors and assigns, in such capacity, the “Servicer”);
---	---
(3)	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (together with its successors and assigns, “U.S. Bank Trust”), not in its individual capacity but as the indenture trustee (together with its successors and assigns, in such capacity, the “Trustee”); and
---	---
(4)	U.S. BANK NATIONAL ASSOCIATION (together with its successors and assigns, “U.S. Bank N.A.” and together with U.S. Bank Trust, “U.S. Bank”), not in its individual capacity but as the backup servicer (together with its successors and assigns, in such capacity, the “Backup Servicer”), not in its individual capacity but as the custodian (together with its successors and assigns in such capacity, the “Custodian”), not in its individual capacity but as the lockbox bank (together with its successors and assigns in such capacity, the “Lockbox Bank”) and not in its individual capacity but solely as securities intermediary (together with its successors and assigns, in such capacity, the “Securities Intermediary”).
---	---

R E C I T A L S

WHEREAS, in the regular course of its business, the Originator originates and/or otherwise acquires Loans (as defined herein);

WHEREAS, on the Closing Date, the Originator will sell, convey and assign all its right, title and interest in the Initial Loan Assets and certain other assets to the Issuer as provided herein;

WHEREAS, on each Transfer Date, the Originator may sell, convey and assign all its right, title and interest in Subsequent Loan Assets and/or Substitute Loan Assets, as applicable, and certain other assets to the Issuer as provided herein;

WHEREAS, it is a condition to the Issuer’s acquisition of the Initial Loan Assets and any Subsequent Loan Assets and Substitute Loan Assets from the Originator that the Originator make certain representations and warranties regarding the Loan Assets for the benefit of the Issuer;

WHEREAS, the Issuer is willing to purchase and accept assignment of the Loan Assets from the Originator pursuant to the terms hereof;

WHEREAS, the Servicer is willing to service the Loan Assets for the benefit and account of the Issuer pursuant to the terms hereof; and

WHEREAS, the Backup Servicer is willing to provide backup servicing for all such Loan Assets.

NOW, THEREFORE, based upon the above recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions.

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

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

“2025 Amendment Date” means May 23, 2025.

“Adjusted Pool Balance” means, as of any date of determination, the Aggregate Outstanding Loan Balance minus (a) the Excess Concentration Amounts and (b) the aggregate Outstanding Loan Balance of all Delinquent Loans (other than such Delinquent Loans that are Defaulted Loans), Defaulted Loans and Ineligible Loans required to be repurchased by the Originator pursuant to Section 11.01, in each case, as of such date of determination and only to the extent not included in the Excess Concentration Amounts determined in clause (a).

“Administrative Expenses” means fees and expenses (excluding amounts related to indemnification) due or accrued with respect to any Payment Date and payable by the Issuer in the following order of priority:

(a) to any Person in respect of any governmental fee, charge or tax in relation to the Issuer;

(b) pro rata, to the Trustee, the Custodian, the Backup Servicer, the Lockbox Bank and any Successor Servicer, (i) the Trustee Fee, (ii) any fees of the Custodian, (iii) the Backup Servicer Fee, (iv) any fees of the Lockbox Bank and (v) any additional fees, expenses or other amounts due and owing the Trustee, the Custodian, the Backup Servicer, the Securities Intermediary and the Lockbox Bank, including (A) any unpaid fees and expenses of the Trustee (including reasonable and documented fees and expenses of its agents and counsel) incurred in the exercise of the Trustee rights and remedies on behalf of the Noteholders pursuant to Article V of the Indenture and (B) any reasonable and documented expenses of the Backup Servicer incurred in the exercise of the Backup Servicer’s obligations under Section 5.02(y) hereunder and (vi) if a Successor Servicer is being appointed, the Successor Servicer Engagement Fee;

(c) to the Independent Accountants, agents and counsel of the Issuer for fees and expenses including, but not limited to, audit fees and expenses, and to the Servicer for expenses and other amounts (excluding the Servicing Fee, any Scheduled Payment Advances and any Servicing Advances) payable under this Agreement; and

(d) to Morningstar DBRS for its surveillance fees in relation to the Notes.

obtained with respect to, the Originator’s assignment of such Loan and the Originator’s right, title and interest in the Related Property to the Issuer and the Trustee’s security interest therein on behalf of the Noteholders;

(iii) except as otherwise provided in the related intercreditor agreement, the right to control certain actions of and replace the collateral agent and/or the paying agent of the Obligor’s indebtedness under the facility is to be exercised by at least a majority in interest of all holders of such indebtedness; and

(iv) all indebtedness of the Obligor of the same priority within each facility is cross-defaulted, the Related Property securing such indebtedness is held by the collateral agent for the benefit of all holders of such indebtedness and all holders of such indebtedness (A) have an undivided pari passu interest in the collateral securing such indebtedness, (B) share in the proceeds of the sale or other disposition of such collateral on a pro rata basis and (C) may transfer or assign their right, title and interest in the Related Property;

(aa) such Loan has an original term to maturity of no more than ~~60 months~~six (6) years;

(bb) the stated maturity of such Loan is not later than the Legal Final Payment Date;

(cc) the Loan is characterized under the Originator’s Operating Guidelines as a Technology Loan, a Healthcare Loan, a Life Sciences Loan or a Sustainability Loan;

(dd) the Loan under the Originator’s Operating Guidelines has a rating of no less than a “3”; and

(ee) if such Loan is a participation interest, it shall satisfy the definition of “Participated Loan” hereunder.

“Eligible Deposit Account” means either (a) a segregated account with a Qualified Institution, or (b) a segregated account with the corporate trust department of a depository institution organized under the laws of the United States or any state of the United States or the District of Columbia, or any domestic branch of a foreign bank, having corporate trust powers and holding funds for the benefit of the trustee in the related account, so long as any of the securities of that depository institution has a long-term issuer credit rating from Morningstar DBRS (if rated by Morningstar DBRS) of at least “BBB (high)” or a long-term issuer credit rating from Moody’s of Baa1 or S&P of BBB+.

“Eligible Loan” means a Loan that satisfies all of the Eligibility Criteria and is not otherwise an Ineligible Loan pursuant to the definition thereof.

“End of Term Payments” means with respect to any Loan, payments required to be made by the applicable Obligor on the maturity date or prepayment date, of such Loan in an amount equal to a specified percentage of the original principal amount of such Loan, but excluding, for the avoidance of doubt, any amounts representing repayment of principal due on such date under such Loan.

“Error” shall have the meaning provided in Section 8.03(e).

“Event of Default” shall have the meaning specified in Section 5.01 of the Indenture.

(n) The pro rata portion of the aggregate Outstanding Loan Balance of all Loans that causes the weighted average LTV of all Loans to be greater than 25% of the ECA Calculation Balance;

(o) The pro rata portion of the aggregate Outstanding Loan Balance of all Loans that are Second Lien Loans that exceeds 50% of the ECA Calculation Balance;

(p) The pro rata portion of the aggregate Outstanding Loan Balance of all Loans that are Restructured Loans and, without duplication, Loans that have been subject to a Material Modification, that exceeds 15% of the ECA Calculation Balance;

(q) The amount by which the Outstanding Loan Balance of a Loan (or Loans) causes (i) the weighted average current Cash Yield Rate minus (ii) the current blended cost of funds for the Notes multiplied by the current effective advance rate to equal less than 2.0%;

(r) The pro rata portion of the aggregate Outstanding Loan Balance of all Loans that are Agented Loans that exceeds 25% of the ECA Calculation Balance;

(s) The amount by which the Outstanding Loan Balance of a Loan (or Loans) that are Second Lien Loans subordinate to a term loan exceeds 17.5% of the ECA Calculation Balance;

(t) The amount by which the Outstanding Loan Balance of a Loan causes the weighted average Cash Yield Rate of all Loans to be less than 10.25%; ~~and~~

(u) The pro rata portion of the aggregate Outstanding Loan Balance of all Loans that are Co-Agented Loans and Third Party Agented Loans that exceeds 15% of the ECA Calculation Balance~~.~~; and

(v) The pro rata portion of the aggregate Outstanding Loan Balance of all Loans that have an original term to maturity of greater than five (5) years but not more than six (6) years that exceed 5.0% of the ECA Calculation Balance.

During the Aggregation Period, references to “ECA Calculation Balance” in this definition shall be replaced by “Reference Amount.”

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Property” means (a) any amount received by, on or with respect to any Loan in the Collateral, which amount is attributable to the payment of any tax, fee or other charge imposed by any Governmental Authority on such Loan, (b) any amount representing escrows relating to taxes, insurance and other amounts in connection with any Loan which is held in an escrow account for the benefit of the related Obligor and the secured party pursuant to an escrow agreement, (c) any origination fee retained by the Originator in connection with the origination of any Loan or (d) any amendment fee retained by the Originator in connection with the amendment of any Loan.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Noteholder or required to be withheld or deducted from a payment to a Noteholder, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Noteholder being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Noteholder with respect to an applicable interest in an Advance or commitment under the Note Funding Agreement pursuant to a law in effect on the date on

“Interest Collections” means the aggregate of:

(a)	amounts deposited into the Collection Account in respect of:

(i) all payments received on or after the Cutoff Date on account of interest on the Initial Loans (including Finance Charges and fees) and all late payment, default and waiver charges and prepayment fees;

(ii) all payments received on or after the Subsequent Loan Cutoff Date in the case of any Subsequent Loans and the applicable Substitute Loan Cutoff Date in the case of any Substitute Loans on account of interest of such Loans (including Finance Charges and fees) and all late payment, default and waiver charges, and prepayment fees;

(iii)	any End of Term Payments; and

(iv) the interest portion of any amounts received (x) in connection with the purchase or repurchase of any Loan and (y) as Scheduled Payment Advances (if any); plus

(b)	investment earnings on funds invested in Permitted Investments in the Collection Account; minus

“Interest Period” means, with respect to (i) the first Payment Date, the period from and including the Closing Date to but excluding July 10, 2024, (ii) any Payment Date thereafter other than the Legal Final Payment Date, the period from and including the 10^th^day of the calendar month in which the prior Payment Date occurred to but excluding the 10^th^day of the calendar month in which such Payment Date occurs and (iii) the Legal Final Payment Date or any other date on which the full principal amount of the Notes are paid in full, including any redemption date, the period from and including the 10^th^day of the calendar month in which the prior Payment Date occurred to but excluding the Legal Final Payment Date or such other date on which the full principal amount of the Notes are paid in full, including any redemption.

“Interest Rate” means, for any quarterly date of determination, a rate per annum equal to the greater of (i) the Pricing Benchmark in effect on such date plus ~~3.15~~2.95% and (ii) 5.00%. For the avoidance of doubt, the Interest Rate (inclusive of the Pricing Benchmark) will be reset on each quarterly date of determination; provided that such reset Interest Rate shall only apply to Advances made on or after such quarterly date of determination.

“Interest Shortfall” means, with respect to the Notes and any Payment Date, as applicable, an amount equal to the excess, if any, of (a) the related Interest Amount over (b) the amount of interest actually paid to the Notes on such Payment Date.

“Investment Period” means the period commencing on the Closing Date and ending on the Investment Period Termination Date, unless otherwise extended by mutual written agreement of the Issuer (or the Servicer on behalf of the Issuer) and the Noteholders.

“Investment Period Principal Distribution Amount” means the amount determined by the Servicer pursuant to Section 5.16 that will be paid to the Noteholders during the Investment Period as a payment of principal.

“Investment Period Termination Date” means the earliest to occur of (i) June 21, ~~2027~~2028, or such later date as may be mutually agreed by the Noteholders and the Issuer (or the Servicer of behalf of the Issuer) with Rating Agency Confirmation and (ii) the date on which an Investment Period Termination Event has occurred.

“Investment Period Termination Event” means (i) the Aggregate Outstanding Loan Balance of all Defaulted Loans ever owned by the Issuer minus (with respect to Substitute Loans, without duplication) the Liquidation Proceeds divided by the original Aggregate Outstanding Loan Balance of all Loans exceeds 8% from the Closing Date, or (ii) the occurrence of a Rapid Amortization Event.

“Issuer” has the meaning provided in the Preamble.

“Issuer LLC Agreement” means that certain amended and restated limited liability company agreement dated June 21, 2024 as may be amended from time to time.

“Legal Final Payment Date” means the Payment Date occurring in June ~~2033~~2034.

“Lien” means any pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing (including any UCC financing statement or any similar instrument filed against a Person’s assets or properties).

“Life Sciences Loan” means a Loan made to an Obligor principally engaged in providing life sciences products and/or services including, but not limited to, medical devices, biopharmaceuticals, drug discovery and drug delivery.

“Life Sciences Obligor” means an Obligor of a Life Sciences Loan.

“Liquidation Expenses” means, with respect to any Loan, the aggregate amount of all out-of-pocket expenses reasonably incurred by the Servicer and any reasonably allocated costs of counsel (if any), in each case in accordance with the Servicer’s customary procedures in connection with the repossession, refurbishing and disposition of any Related Property securing such Loan upon or after the expiration or earlier termination of such Loan and other out-of-pocket costs related to the liquidation of any such Related Property, including the attempted collection of any amount owing pursuant to such Loan if it is a Defaulted Loan, and, if requested by the Trustee, the Servicer must provide to the Trustee a breakdown of the Liquidation Expenses for any Loan along with any supporting documentation therefor.

“Liquidation Proceeds” means, with respect to any Defaulted Loan, whatever is receivable or received when such Loan or the Related Property is sold, liquidated, foreclosed, exchanged, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes all amounts representing late fees and penalties relating thereto net of, without duplication, (a) Liquidation Expenses relating to such Loan or Related Property reimbursed to the Servicer therefrom pursuant to the terms of this Agreement and (b) amounts required to be released to other creditors, including any other costs, expenses and taxes, or the related Obligor or grantor pursuant to Applicable Law or the governing Required Loan Documents.

“Liquidation Report” shall have the meaning provided in Section 5.03(d).

“Majority Noteholders” means, as of any date of determination, the Noteholders evidencing at least 51% of the Aggregate Outstanding Note Balance of all Notes (voting as a single class).

“Material Modification” means any amendment or waiver of, or modification or supplement to, the Underlying Loan Agreement governing such Loan as a result of the related Obligor financial under-performance or the related Obligor credit-related concerns which:

(a)	reduces or forgives any or all of the principal amount due under such Loan;
(b)	(i) waives one or more interest payments (other than any incremental interest accrued due to a default or event of default with respect to such Loan), (ii) permits any interest due in cash to be deferred or capitalized and added to the principal amount of such Loan or (iii) reduces the spread or coupon payable on such Loan unless such reduction (when taken together with all other reductions with respect to such Loan) is by less than 10% of the spread or coupon payable at the time of the initial funding;
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(c)	either (i) extends the maturity date of such Loan by more than 120 days past the maturity date as of the initial funding or (ii) extends the amortization schedule with respect thereto;
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(d)	substitutes, alters or releases the Underlying Notes related to such Loan, and such substitution, alteration or release, individually or in the aggregate and as determined with reasonable discretion, materially and adversely affects the value of such Loan; or
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(e)	waives any other material requirement under such Underlying Loan Agreement;
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provided that no Material Modification may extend the maturity of any Loan beyond the Legal Final Payment Date.

“Monthly Report” shall have the meaning provided in Section 9.01.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Morningstar DBRS” means DBRS, Inc., doing business as Morningstar DBRS, and any successor thereto.

“Nonrecoverable Advance” means any Scheduled Payment Advance or Servicing Advance, as applicable, previously made in respect of a Loan or any Related Property that, as determined by the Servicer in its reasonable, good faith judgment, will not be ultimately recoverable from subsequent payments or collections with respect to the applicable Loan including, without limitation, payments or reimbursements from the related Obligor, Insurance Proceeds or Liquidation Proceeds on or in respect of such Loan or Related Property.

“Note” means any one of the notes of the Issuer, executed and authenticated in accordance with the Indenture.

“Note Funding Agreement” means that certain amended and restated Note Funding Agreement, dated as of the ~~date hereof~~2025 Amendment Date, between the Issuer and the Initial Purchasers, as such agreement may be amended, modified, waived, supplemented or restated from time to time.

“Note Purchase Agreement” means that certain amended and restated Note Purchase Agreement, dated as of ~~the Closing~~2025 Amendment Date, among the Issuer, the Originator and the Initial Purchasers, as such agreement may be amended, modified, waived, supplemented or restated from time to time.

“Note Register” shall have the meaning provided in Section 4.02(a) of the Indenture.

“Noteholder” or “Holder” means each Person in whose name a Note is registered in the Note Register; provided that an Owner of a Note shall be deemed a Holder of such Note as provided in Section 13.13.

“Noteless Loan” means any Loan that, pursuant to the terms of the related credit agreement (or equivalent document), is not evidenced by a promissory note.

“Notice of Substitution” shall have the meaning provided in Section 2.08.

“Obligor” means, with respect to any Loan, any Person or Persons obligated to make payments pursuant to or with respect to such Loan, including any guarantor thereof, but excluding, in each case, any such Person that is an obligor or guarantor that is in addition to the primary obligors or guarantors with respect to the assets, cash flows or credit of which the related Loan is principally underwritten.

“Officer’s Certificate” means a certificate delivered to the Trustee signed by a Responsible Officer of (i) the Originator, or (ii) the Servicer, or (iii) any other Person acting on behalf of the Issuer, as required by this Agreement or any other Transaction Document.

“Operating Guidelines” means the written operating guidelines (which covers credit, collection and servicing policies and procedures) of the Originator and the initial Servicer in effect on the Cutoff Date, as amended or supplemented from time to time in accordance with ‎Section 5.02(l), a copy of which has been provided to the Issuer and the Backup Servicer; and, with respect to any Successor Servicer, the written collection policies and procedures of such Person at the time such Person becomes a Successor Servicer.

“Opinion of Counsel” means a written opinion of counsel, who may be outside counsel, or internal counsel (except with respect to federal securities law, tax law, bankruptcy law or UCC matters), for the Issuer, the Originator or the Servicer, including Dechert LLP or other counsel reasonably acceptable to the Trustee.

“Optional Redemption” means a redemption of the Notes pursuant to Section 10.01 of the Indenture.

“Originator” shall have the meaning provided in the Preamble.

“Other Connection Taxes” means, with respect to any Noteholder, Taxes imposed as a result of a present or former connection between such Noteholder and the jurisdiction imposing such Tax (other than connections arising from such Noteholder having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Advance, its commitment under the Note Funding Agreement or Transaction Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Transaction Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Outstanding” shall have the meaning provided in Section 1.01 of the Indenture.

“Outstanding Loan Balance” means, as of any date of determination with respect to a Loan, the outstanding principal amount of such Loan.

“Outstanding Note Balance” means, as of any date of determination with respect to any Notes, (i) the original principal amount of such Notes on the Closing Date, plus (ii) any Advances made by the Noteholders after the Closing Date minus (iii) all amounts paid by the Issuer with respect to such principal amount up to such date.

“Overcollateralization Adjustment Event” will be deemed to have occurred and be continuing on any date of determination if (i) the aggregate Outstanding Loan Balance of all Delinquent Loans exceeds ~~15~~13% of the Pool Balance as of the last day of the most recent Collection Period (if related to a Payment Date) or the Business Day prior to an Advance Date (if related to an Advance Date), or, without duplication, (ii) the aggregate Outstanding Loan Balance of all Defaulted Loans ever owned by the Issuer exceeds ~~10~~8% of the Pool Balance as of the last day of the most recent Collection Period (if related to a Payment Date) or the third (3rd ) Business Day prior to an Advance Date (if related to an Advance Date).

“Owner” shall have the meaning provided in the Indenture.

“Participated Loans” means the Loans in which the Originator holds a participation interest as of the Closing Date which interest has been assigned to the Issuer pursuant to this Agreement; provided that such Loan shall cease to constitute a Participated Loan if it has not been elevated to a full assignment within 60 days after the Closing Date.

“Payment Date” means the tenth (10^th^) day of each month, commencing July 10, 2024, or if such day is not a Business Day, on the next succeeding Business Day.

“Percentage Interest” means, for the Holder of any Note, the fraction, expressed as a percentage, the numerator of which is the then current Outstanding Note Balance represented by such Note and the denominator of which is the then current Aggregate Outstanding Note Balance.

“Permitted Distributions” means with respect to each taxable year, distributions to the Servicer in an amount equal (in the aggregate) to (a) the sum of (i) the Servicer’s “investment company taxable income” (within the meaning of Section 852(b)(2) of the IRC), determined without regard to Section 852(b)(2)(D) of the IRC, and (ii) the excess of the Servicer’s interest income excludable from gross income under Section 103(a) of the IRC over its deductions disallowed under Sections 265 or 171(a)(2) of the IRC, in each case recognized by the Servicer in respect of its ownership of the Issuer for U.S. federal income tax purposes, as certified by the Servicer and the Issuer to the Noteholders in a written notice setting forth the calculation thereof, minus (b) the sum of any distributions previously made to the Servicer under this Agreement in respect of taxes each such taxable year.

“Permitted Investments” means on any date of determination, book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form with maturities not exceeding the next Payment Date that evidence:

(i) direct obligations of, and obligations fully guaranteed by, the United States or any agency or instrumentality of the United States;

(ii) demand deposits, time deposits or certificates of deposit of any depository institution (including any affiliate of the Servicer or the Trustee) or

“Principal Distribution Amount” means, for any Payment Date, an amount equal to the excess, if any, of the Aggregate Outstanding Note Balance over the Borrowing Base for such Payment Date.

“Principal Reinvestment Account” means the segregated account so designated and established and maintained pursuant to Section 7.01(b).

“Principal Reinvestment Account Allocation Amount” means the amount determined by the Servicer pursuant to Section 5.16 that is to be deposited into the Principal Reinvestment Account during the Investment Period.

“Principal Reinvestment Account Deposit Amount” shall have the meaning provided in Section 7.05(d).

“Priority of Payments” means, collectively, the payments made on each Payment Date in accordance with Section 7.05(a), Section 7.05(b) and Section 7.05(c), as applicable.

“Proceeds” means, with respect to any Collateral, whatever is receivable or received when such Collateral is sold, liquidated, foreclosed, exchanged, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes all rights to payment with respect to any insurance relating to such Collateral and all “proceeds” as defined in the New York UCC.

“Qualified Institution” means (a) the corporate trust department of the Trustee or the Securities Intermediary, or (b) a depository institution organized under the laws of the United States or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), that has a long term unsecured debt or issuer rating of at least “A3” from Moody’s, “A-” from S&P or “BBB (High)” from Morningstar DBRS (if rated by Morningstar DBRS), and whose deposits are insured by the FDIC.

“Rapid Amortization Event” shall mean the occurrence of any of the following:

(a) the aggregate Outstanding Loan Balance of all Delinquent Loans (other than such Delinquent Loans that are Defaulted Loans) ever owned by the Issuer exceeds ~~20~~15% of the Pool Balance as of the last day of the most recent Collection Period;

(b) the aggregate Outstanding Loan Balance of all Defaulted Loans ever owned by the Issuer exceeds ~~15~~10% of the Pool Balance as of the last day of the most recent Collection Period;

(c) the Aggregate Outstanding Note Balance exceeds the Borrowing Base for 60 consecutive days (after giving effect to all distributions on such Payment Dates);

(d) the Loan Assets consist of Loans to nine or fewer Obligors during the Amortization Period;

(e) there occurs the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Originator in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Originator, or ordering the winding-up or liquidation of the Originator’s affairs, and such decree or order shall remain unstayed and in effect for a period of 30 consecutive days;

(f) there occurs the commencement by the Originator of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Originator to the entry of an order for relief in an involuntary case under any such law, or the consent by the Originator to the appointment or taking possession by a receiver, liquidator, assignee,

Section 2.09. Release of Excluded Property.

The parties hereto acknowledge and agree that the Loans acquired by the Issuer from the Originator do not include an interest in any Excluded Property. To the extent any proceeds of Excluded Property are received by the Issuer or the Trustee, the Trustee hereby agrees to release to the Originator, any amounts in respect of Excluded Property immediately upon identification thereof and upon receipt of an Officer’s Certificate of the Servicer, which release shall be automatic and shall require no further act by the Trustee or the Issuer; provided that the Trustee and Issuer shall execute and deliver such instruments of release and assignment or other documents, or otherwise confirm the foregoing release, as may reasonably be requested by the Originator in writing.

Section 2.10. Delivery of Documents in the Loan File.

(a) Subject to the delivery requirements set forth in Section 2.10(b), the Issuer hereby authorizes and directs the Originator to deliver possession of all the Loan Files to the Trustee or the Custodian on its behalf (with copies to be held by the Servicer), on behalf of and for the account of the Noteholders. The Originator shall also identify on the List of Loans (including any deemed amendment thereof associated with any Subsequent Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are evidenced by such instruments.

(b) With respect to each Loan in the Collateral, at least five Business Days before the Closing Date in the case of the Initial Loans (or such lesser time as shall be acceptable to the Custodian) and at least 3 Business Days before the related Transfer Date in the case of any Subsequent Loans or Substitute Loans, the Originator shall deliver or cause to be delivered to the Custodian, to the extent not previously delivered, each of the documents in the Loan File with respect to such Loan, the Loan Checklist and the List of Loans.

Section 2.11. Limitations on Optional Sale and Substitution.

(a) The parties hereto hereby agree that: In no event may (a) the aggregate Outstanding Loan Balance of Delinquent Loans and Restructured Loans optionally sold or substituted by the Issuer hereunder exceed 7.5% of the then current Pool Balance (measured at the time such Delinquent Loan or Restructured Loan is optionally sold or substituted by the Issuer hereunder), subject to the limitation in clause (c) below on aggregate optional sales and substitutions with respect to all of the Loans, (b) the aggregate Outstanding Loan Balance of Defaulted Loans sold or substituted by the Issuer exceed 7.5% of the then current Pool Balance (measured at the time such Defaulted Loan is optionally sold or substituted by the Issuer hereunder), subject to the limitation in clause (c) below on aggregate optional sales and substitutions with respect to all of the Loans, or (c) the aggregate Outstanding Loan Balance of all Loans (including any Delinquent Loans, Restructured Loans or Defaulted Loans optionally sold or substituted as described above) optionally sold or substituted by the Issuer for any reason exceed 15% of the then current Pool Balance (measured at the time such Loan is optionally sold or substituted by the Issuer hereunder). All calculations related to sales of Loan Assets (and definitions related to sales or substitutions of Loan Assets) that would be calculated cumulatively will be reset at zero on the 2025 Amendment Date. For the purpose of calculating the amount of the Aggregate Outstanding Loan Balance comprising Loans that are optionally sold or substituted as described above, any Substitute Loans that have been placed into the Collateral in satisfaction of the Originator’s obligations to repurchase or substitute loans pursuant to Section 11.01 shall be disregarded. Further, any Loan that is sold to Persons other than the Originator or its Affiliates for the following reasons shall not be subject to any of the foregoing limitations (x) a Delinquent Loan, Restructured Loan (or a Loan determined by the Servicer in accordance with the Servicing Standard